Terms of Service

Last Updated: October 05, 2026

These Terms of Service ("Terms") govern access to and use of the Services and the Website (each as defined in Section 1) provided by UVX Technologies FZE. They form a binding agreement between UVX and the business or organization that subscribes to or uses the Services.

Please read these Terms carefully. Capitalized terms have the meanings given in Section 1 or where they are first used. If you have any questions, contact us at info@uvx.ai.

1. Definitions

"UVX", "we", "us" and "our" mean UVX Technologies FZE, of Dubai Silicon Oasis, A5 GU004, Dubai, United Arab Emirates.
"Customer", "you" and "your" mean the business or organization that accepts these Terms or signs an Order Form, together with its permitted Affiliates where the context allows.
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting securities of that entity.
"Agreement" means these Terms, each Order Form, any data processing agreement signed between the parties, and any other documents expressly incorporated into them.
"Services" means UVX, our customer-conversation and operations software, including the UVX app at app.uvx.ai, its web and mobile applications, APIs, AI Agents, chat widgets, integrations and related services, and industry solutions built on UVX, such as Zayna and Hubpost, in each case as updated from time to time.
"Website" means our marketing website at www.uvx.ai and any other UVX website that links to these Terms.
"Documentation" means the user guides, help center articles, training materials and other materials that UVX makes available for the Services.
"Order Form" means any ordering document, quote, online sign-up, checkout or plan selection that UVX accepts and that sets out the Plan, Fees, Subscription Term and Usage Limits for Customer's subscription.
"Plan" means the subscription plan selected by Customer, such as Employee One, Employee Plus or Enterprise, as described on our pricing page or in an Order Form.
"Usage Limits" means the limits that apply to Customer's Plan, such as the number of AI Agents, the number of customers served, the number of channels per type and the number of operational boards.
"Subscription Term" means the initial subscription period stated in the Order Form and each renewal period.
"Fees" means the amounts payable for the Services and any other related services under an Order Form or these Terms.
"User" means an individual whom Customer authorizes to access the Services on its behalf, such as an employee, contractor or partner, and any automated system that accesses the Services using credentials issued to Customer.
"End User" means an individual who communicates with Customer through a channel connected to the Services, such as Customer's own customers, leads and contacts.
"Channel" means a messaging or communication channel connected to the Services, such as WhatsApp, Instagram, Messenger, TikTok, Telegram, email, SMS, a web widget or the API.
"AI Agent" means an AI-powered agent that Customer configures in the Services, sometimes described in our marketing as an "AI employee".
"AI Output" means any content, response, summary, classification, recommendation or action generated by an AI Agent or other AI feature of the Services.
"Customer Data" means the content and data that Customer, its Users or its End Users submit to or generate in the Services, including conversations, contact records, knowledge base content, configuration and records synced from Third-Party Services, together with AI Outputs generated for Customer.
"Third-Party Services" means products, services, Channels, integrations, AI models and content provided by anyone other than UVX.
"Beta Features" means features or services identified as beta, preview, early access, pilot or similar.
"Feedback" means suggestions, ideas, enhancement requests, recommendations, code or other feedback about the Services or any other UVX product or service.

2. Scope and Acceptance

2.1 Acceptance. Customer accepts these Terms by clicking to accept them, signing an Order Form that references them, or accessing or using the Services. The individual accepting these Terms on behalf of Customer confirms that they are at least 18 years old and have authority to bind Customer. If you do not have that authority, or do not agree to these Terms, do not use the Services.

2.2 Business use only. The Services are provided for business and professional use only. They are not intended for personal, family or household use, and Customer confirms that it is not entering into this Agreement as a consumer.

2.3 Order of precedence. If there is a conflict between the documents that make up the Agreement, the following order applies: (a) the Order Form, for the specific subscription it covers; (b) any signed data processing agreement, for matters relating to the processing of personal data; (c) these Terms; and (d) the Documentation.

2.4 Website. If you only browse the Website, Sections 7, 13, 20, 22, 24 and 26 of these Terms apply to your use of it. Information on the Website, including pricing and feature descriptions, is provided for general information. It may change at any time and is not an offer capable of acceptance until confirmed in an Order Form.

2.5 Privacy. Our Privacy Policy explains how we handle personal data in connection with the Website and the Services.

3. Accounts and Users

3.1 Account information. Customer must provide accurate and complete information when creating an account and keep it up to date.

3.2 Users and Affiliates. Customer may allow its Users, including Users of its Affiliates, to access the Services under Customer's subscription, within its Usage Limits. Customer is responsible for the acts and omissions of its Users and Affiliates as if they were its own, and for making sure they comply with this Agreement.

3.3 Account security. Customer is responsible for maintaining the security of its account, passwords (including administrator and User passwords), API keys and files, and for all activity under its account, whether or not authorized by Customer. Customer will establish appropriate procedures to ensure that only designated personnel can access administrative functions, and will notify UVX promptly at info@uvx.ai of any suspected unauthorized access or use.

4. Access to the Services

4.1 Access right. Subject to this Agreement and payment of the applicable Fees, UVX grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right for its Users to access and use the Services and Documentation at the Plan level selected by Customer and within its Usage Limits, solely for Customer's and its Affiliates' internal business purposes, including communicating with and serving their own End Users.

4.2 Usage Limits. Customer's use of the Services is subject to the Usage Limits of its Plan. If Customer's use exceeds its Usage Limits, UVX may bill Customer for the additional usage or top-ups at the applicable rates, ask Customer to upgrade its Plan, or limit further usage until the Plan is upgraded.

4.3 Enterprise and custom deployments. Enterprise Plans and any dedicated or custom deployments are subject to these Terms and to any additional or different terms set out in the relevant Order Form.

4.4 Changes to the Services. We continuously develop the Services and may add, change or remove features from time to time. If we make a change that materially reduces the core functionality of Customer's Plan during a paid Subscription Term, we will give Customer reasonable advance notice.

4.5 Reservation of rights. The Services are provided as a service and are not sold. Except for the rights expressly granted in this Agreement, UVX and its licensors reserve all rights in the Services and Documentation.

5. Support

5.1 Standard support. UVX will provide Customer with reasonable support for the Services, as described for Customer's Plan. Support is available by email and in-app chat, and UVX will use commercially reasonable efforts to respond to support requests. The number of support requests is not limited. Any additional support levels or service levels apply only if set out in an Order Form.

5.2 Customer cooperation. If Customer does not reasonably follow the written specifications or instructions of UVX's support team for a particular support request, UVX may end its support obligations for that request by giving Customer 15 days' written notice, unless Customer follows the instructions within that period.

5.3 Professional services. Onboarding, implementation, configuration, training or other professional services provided by UVX are subject to these Terms and to any separate statement of work or Order Form.

6. Customer Responsibilities

6.1 Cooperation. Customer will cooperate with UVX in connection with this Agreement, including by making available personnel and information reasonably required and taking other actions UVX reasonably requests.

6.2 Compliance with law. Customer will use the Services in compliance with all applicable laws and regulations, including those relating to data protection and privacy, electronic and direct marketing, telecommunications, consumer protection, child protection, intellectual property, defamation and the use of artificial intelligence.

6.3 Notices and consents. Customer is responsible for giving End Users all notices, and obtaining all consents and permissions, required by law and by Channel policies for Customer to communicate with them through the Services and for UVX to process their personal data under this Agreement.

6.4 AI Agents. Customer is responsible for the configuration and use of its AI Agents, as described in Section 9.

6.5 Records and verification. Where Fees under an Order Form depend on usage that Customer reports or that the Services cannot measure, such as in a dedicated deployment, Customer will keep accurate books and records of that usage during the Subscription Term and for three years after the final payment under the Agreement. UVX may, at its own cost and on at least 30 days' written notice, appoint an independent auditor bound by confidentiality obligations to review those records during Customer's normal business hours, solely to verify the amounts payable. If the audit shows that Customer has underpaid, Customer will promptly pay the shortfall plus late charges under Section 14.4. If the underpayment is more than 5% for the audited period, Customer will also pay the reasonable costs of the audit.

7. Acceptable Use

7.1 Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit any User or third party to:

sell, resell, sublicense, rent, lease, distribute or otherwise make the Services available to anyone other than its Users, or use them for timesharing or service bureau purposes, unless expressly permitted in writing by UVX (for example, under a UVX partner agreement);
copy, modify or create derivative works of the Services, or reverse engineer, decompile, disassemble or attempt to derive their source code, except to the extent applicable law expressly permits this despite this restriction;
access or use the Services to build a competing product or service, or to copy their features or user interface;
circumvent or interfere with any Usage Limits, security measures, authentication process or access controls, or access any system, network or data without authorization;
probe, scan or test the vulnerability of the Services without UVX's prior written consent, except when reporting a vulnerability responsibly to UVX;
interfere with or disrupt the integrity or performance of the Services, including by sending excessive automated requests outside documented API limits;
upload or transmit any virus, trojan horse, worm, time bomb or other harmful code, or any tools designed to compromise security, such as password-guessing programs, decoders, password gatherers, keystroke loggers, cracking tools or packet sniffers;
use the Services for any purpose that is unlawful, harmful, fraudulent, deceptive, threatening, abusive, harassing, defamatory, obscene or discriminatory, or that infringes or misappropriates the intellectual property, privacy or other rights of any person;
impersonate any person or entity, including any UVX employee or representative, or misrepresent its affiliation with any person or entity;
use the Services in any high-risk activity where their failure or inaccuracy could lead to death, personal injury, or serious environmental or property damage, such as emergency services, police or military operations, firefighting, rescue operations, medical diagnosis or treatment, operation of power plants or other critical infrastructure, or air or space travel; or
use the Services to collect or process sensitive personal data, or personal data of children, other than in compliance with applicable law and Section 11.4.

7.2 Our rights. UVX may investigate suspected breaches of this Section 7 or Section 8 and may remove content, disable AI Agents or Channels, or suspend access in line with Section 16.

8. Messaging Channel Rules

8.1 Channel terms. Customer must comply with the terms and policies of each Channel it connects to the Services. These include the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy, the WhatsApp Commerce Policy, the Meta Platform Terms and other Meta policies that apply to Instagram and Messenger, and the equivalent terms and policies of TikTok, Telegram, email and SMS providers and mobile network operators. Where a Channel provider requires it, Customer will accept that provider's terms directly.

8.2 Opt-in consent. Before sending any business-initiated message, including marketing messages, campaigns, notifications and scheduled messages, Customer must obtain all opt-in consents required by law and by the relevant Channel's policies. Customer will keep records of those consents and provide them to UVX on request.

8.3 Opt-outs. Customer must respect every request by an End User to stop receiving messages, and stop sending messages to that End User promptly.

8.4 No spam. Customer must not use the Services to send spam or unsolicited bulk messages, to message contacts from purchased, rented or scraped lists, or to send messages with false or misleading sender information. Customer must comply with each Channel's messaging windows, message template requirements, rate limits and quality standards.

8.5 Prohibited content. Customer must not use any Channel to offer or promote goods, services or content that the Channel's policies prohibit.

8.6 Channel provider actions. Channel providers may review, restrict, rate, suspend or ban Customer's phone numbers, pages or accounts, and may change their APIs, pricing, features or policies at any time. UVX does not control these actions and is not responsible for them or for any resulting interruption to Customer's use of a Channel.

9. AI Features and AI Outputs

9.1 Nature of AI. AI Agents and other AI features use machine learning models that produce results based on probabilities. AI Outputs may be inaccurate, incomplete, out of date, inappropriate or not unique, and may contain information that appears plausible but is wrong. The evaluation and monitoring tools in the Services, including hallucination detection, are designed to help identify such issues, but they will not detect every error.

9.2 Configuration. Customer is responsible for the configuration of its AI Agents, including their instructions, personas, knowledge base content, tools, skills, actions, workflows, scheduled tasks, model selection and escalation rules. Customer is responsible for making sure that the content it provides to its AI Agents is accurate, up to date and lawful.

9.3 Review and oversight. Customer is responsible for reviewing AI Outputs as appropriate for its use case and for all decisions it makes and actions it takes based on them. Customer will put appropriate human review in place for matters that could significantly affect End Users or others, and will not rely on AI Outputs as the sole basis for decisions with legal or similarly significant effects on individuals, or for medical, legal, financial or other professional advice, without review by a suitably qualified person.

9.4 Actions taken by AI Agents. If Customer enables an AI Agent to take actions, such as sending messages, updating records, creating orders, booking appointments or triggering workflows in the Services or in Third-Party Services, Customer authorizes those actions and is responsible for their results.

9.5 Human escalation. The Services provide features for escalating conversations from AI Agents to Customer's human team. Customer is responsible for configuring escalation rules and for making appropriate staff available. UVX does not guarantee that every conversation that needs human attention will be identified or escalated.

9.6 Transparency. Customer will inform End Users that they are interacting with an AI Agent where required by law or by Channel policies, and will not present an AI Agent as a human in a misleading way.

9.7 AI model providers. The Services use AI models provided by third parties and may route different tasks to different models. UVX may add, change or remove models and model providers at any time, and the behavior of AI features may change as a result. Customer will comply with any model provider usage policies that UVX makes available in the Documentation.

9.8 Ownership of AI Outputs. As between the parties, and to the extent permitted by law, Customer owns the AI Outputs generated for Customer, and UVX assigns to Customer any rights it may have in them. Because of the nature of AI, other customers may receive similar outputs, and Customer does not acquire rights in outputs generated for others.

10. Third-Party Services and Partners

10.1 Third-Party Services. The Services let Customer connect Channels and integrations with Third-Party Services, such as Shopify, HubSpot, Salesforce, Zoho and Slack. Customer's use of any Third-Party Service is at its own choice and is governed by the terms between Customer and the provider of that service. UVX does not control and is not responsible for Third-Party Services, and gives no warranty in relation to them.

10.2 Authorization. By connecting a Third-Party Service, Customer authorizes UVX to access and exchange Customer Data with that service as needed to provide the connection and the features Customer has enabled.

10.3 Availability. Providers of Third-Party Services may change or discontinue their APIs, features or terms at any time. If this happens, UVX may need to change or discontinue the related integration, and will not be liable to Customer as a result.

10.4 Industry solutions. Industry solutions built on UVX, such as Zayna and Hubpost, are part of the Services and are governed by these Terms, unless they are provided under separate terms.

10.5 Partners. If Customer buys a subscription through, or works with, a UVX partner, the commercial terms between Customer and that partner (such as pricing, invoicing and payment) are agreed between them, but Customer's use of the Services remains subject to these Terms. Partners are independent businesses, not agents of UVX, and UVX is not responsible for services that partners provide. If Customer gives a partner access to its account, the partner acts as a User on Customer's behalf.

11. Customer Data and Data Processing

11.1 Ownership. As between the parties, Customer and its licensors retain all right, title and interest, including all intellectual property rights, in and to Customer Data.

11.2 License to UVX. Customer grants UVX a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, copy, process, transmit and display Customer Data as necessary to provide, secure and support the Services, to prevent abuse, to comply with law, and as otherwise permitted by this Agreement.

11.3 Personal data. To the extent Customer Data includes personal data, UVX processes it as a processor on Customer's behalf and in line with Customer's instructions, as described in our Privacy Policy. Customers may request a data processing agreement by contacting privacy@uvx.ai. Once signed, it forms part of the Agreement.

11.4 Customer's data responsibilities. Customer confirms that it has all rights, consents and legal bases needed to submit Customer Data to the Services and for UVX to process it under this Agreement. Customer will not submit sensitive personal data, or personal data of children, unless this is permitted by applicable law, necessary for Customer's legitimate business purpose, and protected by appropriate safeguards.

11.5 No training of generalized models. UVX does not use Customer Data to train generalized AI or machine learning models. Our Privacy Policy explains how AI model providers process Customer Data.

11.6 Usage data. UVX may collect and use data about the operation and use of the Services, such as usage volumes, performance metrics and configuration metadata, and may create aggregated or de-identified data, to operate, maintain, analyze and improve its services and to report on the performance of the Services. UVX will not identify Customer or any individual as the source of such data without Customer's prior written consent.

11.7 Security. UVX will maintain reasonable administrative, technical and organizational measures designed to protect Customer Data. UVX will notify Customer without undue delay after becoming aware of a security incident that affects Customer Data.

11.8 Export and deletion. Customer may export Customer Data during the Subscription Term using the features available in the Services. After this Agreement ends, UVX has no obligation to keep Customer Data and may delete it after a reasonable period, except where UVX must keep it by law. Copies held in backups are removed as those backups are overwritten in the normal course.

12. Confidentiality

12.1 Confidential Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to its technology or business that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Services, Documentation and the terms of any Order Form are UVX's Confidential Information. Customer Data is Customer's Confidential Information.

12.2 Obligations. The Receiving Party will: (a) not disclose the Disclosing Party's Confidential Information to any third party except as permitted in this Agreement; (b) give access to it only to its and its Affiliates' employees, contractors, advisers and service providers who need access for the purposes of this Agreement and are bound by confidentiality obligations at least as protective as these; and (c) protect it using at least the same precautions it uses for its own confidential information, and never less than reasonable precautions. Use of a third party to host data on UVX's behalf is not a disclosure.

12.3 Exceptions. These obligations do not apply to information that the Receiving Party can show: (a) is or becomes generally available to the public without its involvement; (b) was in its possession or known to it before receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of the Disclosing Party's Confidential Information.

12.4 Compelled disclosure. The Receiving Party may disclose Confidential Information when required by law or by a judicial or governmental order, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice so that it can contest the order.

12.5 Injunctive relief. Each party agrees that a breach of Section 4, Section 7 or this Section 12 may cause the other party irreparable harm, and that the other party may seek injunctive relief, without the need to post a bond, in addition to any other remedy.

12.6 Relationship. Either party may disclose the existence of the relationship between the parties, subject to Section 18. Neither party may disclose the terms of this Agreement unless the other party approves in writing, or the disclosure is required in a filing with a governmental authority (in which case the disclosing party will seek confidential treatment where available), or is made in confidence to actual or potential investors, acquirers or professional advisers.

13. Intellectual Property and Feedback

13.1 UVX's rights. UVX and its licensors own all rights, title and interest, including all intellectual property rights, in and to the Services, the Documentation, and all improvements, enhancements and derivative works of them. This Agreement does not transfer ownership of any of these to Customer.

13.2 Feedback. Customer and its Users are not required to provide Feedback. If they do, Customer assigns to UVX all rights in that Feedback, and UVX may use it for any purpose without restriction or obligation.

13.3 Proprietary notices. Customer will not remove, alter or obscure any copyright notices, trademarks, proprietary legends or other notices of ownership of UVX or its licensors that appear in the Services or Documentation.

13.4 Open-source components. Certain components of the Services may be licensed by third parties under open-source or other third-party licenses. To the extent required by those licenses, their terms apply to those components instead of these Terms.

13.5 Trademarks. Except as set out in Section 18, neither party may use the other party's names, logos or trademarks without its prior written consent.

14. Fees, Billing and Taxes

14.1 Fees. Customer will pay the Fees set out in its Order Form or, if there is no Order Form, the Fees shown on our pricing page at the time of purchase. Unless the Order Form states otherwise, Fees are billed in advance for each billing period, monthly or yearly, and are quoted and payable in US dollars.

14.2 Additional usage. Usage above Customer's Usage Limits, top-ups and add-ons are billed at the applicable rates, as described in Section 4.2.

14.3 Channel fees. Some Channel providers charge for messages or conversations, for example Meta's charges for WhatsApp messages and carrier fees for SMS. Customer is responsible for these charges. Where UVX collects them, they are passed through to Customer as described on our pricing page or in the Order Form.

14.4 Payment and late charges. If Customer pays by card or another automatic payment method, Customer authorizes UVX and its payment service providers to charge the Fees for each billing period when due. If UVX bills by invoice, Customer will pay each invoice in full within the payment terms stated on it. Unpaid amounts are subject to a late charge of 20% per month on the outstanding balance, or the maximum amount permitted by law, whichever is lower, plus all reasonable costs of collection. Non-payment may also lead to suspension under Section 16 or termination under Section 15.

14.5 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any kind, including value-added, sales, goods and services, use and withholding taxes, imposed by any jurisdiction ("Taxes"). Customer is responsible for all Taxes associated with its purchases under this Agreement, except taxes based on UVX's net income. If UVX is legally required to pay or collect Taxes for which Customer is responsible, UVX will invoice Customer and Customer will pay that amount, unless Customer provides a valid tax exemption certificate issued by the appropriate authority. UVX will calculate Taxes based on the billing address in the Order Form, and Customer will promptly notify UVX of any change to that address. Fees will be paid in full without any deduction or set-off for Taxes.

14.6 Price changes. UVX may change its Fees, or introduce new charges, with effect from the start of Customer's next Subscription Term, by giving Customer at least 30 days' notice, which may be sent by email.

14.7 Billing disputes. If Customer believes it has been billed incorrectly, it must contact UVX at info@uvx.ai within 30 days of the date of the invoice or charge in which the error first appeared to be eligible for an adjustment or credit. The parties will work in good faith to resolve the dispute, and Customer will pay any undisputed amounts when due.

14.8 Refunds. Fees are non-refundable, except where UVX offers a money-back guarantee at the time of purchase (and then only in line with its conditions), where these Terms expressly provide otherwise, or where a refund is required by law.

14.9 Purchases through partners. If Customer buys a subscription through a UVX partner, the Fees and payment terms are those agreed between Customer and the partner, and Sections 14.1 to 14.8 apply only to the extent UVX bills Customer directly.

15. Term, Renewal and Termination

15.1 Term. This Agreement starts when Customer first accepts these Terms and continues until all Subscription Terms have ended or the Agreement is terminated under this Section 15.

15.2 Automatic renewal. Each Subscription Term renews automatically for a further period of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current Subscription Term, or Customer cancels its subscription in its account settings before the renewal date.

15.3 Termination by Customer. Customer may terminate this Agreement at any time, with or without reason, by written notice to UVX or by cancelling its subscription in the UVX app. Unless the Order Form states otherwise, termination takes effect at the end of the current paid billing period, and prepaid Fees are not refunded except as set out in Section 14.8.

15.4 Termination for breach. Either party may terminate this Agreement by giving the other party 30 days' written notice if the other party materially breaches this Agreement, including by failing to pay amounts when due, and does not cure the breach within that notice period.

15.5 Insolvency. Either party may terminate this Agreement immediately by written notice if the other party becomes the subject of insolvency, receivership or bankruptcy proceedings that are not dismissed within 120 days, makes an assignment for the benefit of its creditors, or dissolves or ceases to do business without a successor.

15.6 No active subscription. Either party may terminate this Agreement on 30 days' written notice if Customer has no active subscription.

15.7 Serious misuse. UVX may terminate this Agreement immediately by written notice if Customer seriously or repeatedly breaches Section 7 or Section 8, or if UVX is required to do so by law or by a Channel provider.

15.8 Effect of termination. When this Agreement ends: (a) Customer's right to access and use the Services ends; (b) Customer will pay all Fees accrued up to the date of termination; (c) Section 11.8 applies to Customer Data; and (d) each party will, on request, return or destroy the other party's Confidential Information, except as required to be kept by law. Termination does not entitle Customer to a refund of prepaid Fees, except as set out in Section 14.8.

15.9 Survival. Sections 1, 6.5, 11.6, 11.8, 12, 13, 14 (for amounts accrued before termination), 15.8, 15.9 and 19 to 26, and any other provisions that by their nature are intended to survive, survive termination or expiry of this Agreement.

16. Suspension

16.1 Grounds for suspension. UVX may suspend Customer's or any User's access to all or part of the Services, including specific AI Agents or Channels, if: (a) Customer breaches Section 7, Section 8 or Section 9.6; (b) Customer's use of the Services poses a security risk, threatens the stability or performance of the Services, or could expose UVX, other customers or third parties to harm or liability; (c) suspension is required by law, a court or regulator, or a Channel or AI model provider; or (d) any undisputed amount is overdue and remains unpaid after UVX has notified Customer.

16.2 How we suspend. UVX will limit any suspension to what is reasonably necessary, give Customer notice in advance where practicable, and restore access promptly once the reason for the suspension has been resolved. Fees continue to accrue during a suspension caused by Customer.

17. Free Trials and Beta Features

17.1 Free trials. UVX may offer free trials of the Services. A free trial lasts for the period UVX specifies, unless UVX ends it earlier. Customer Data in a trial account may be deleted after the trial ends unless Customer subscribes to a paid Plan.

17.2 Beta Features. UVX may make Beta Features available to Customer. Beta Features are optional, may be incomplete or contain errors, may be changed or discontinued at any time, and are not covered by any support or service-level commitments. Customer's use of Beta Features is at its own risk.

17.3 No warranty or liability. Free trials and Beta Features are provided "as is" without any warranty, and, to the maximum extent permitted by law, UVX has no liability arising from their use.

18. Publicity

UVX may identify Customer as a customer and use Customer's name and logo on the Website, in customer lists and in marketing materials, in line with any trademark guidelines Customer provides. Customer may withdraw this permission at any time by emailing info@uvx.ai, and UVX will stop making new uses of Customer's name and logo within a reasonable time. UVX will obtain Customer's prior approval before publishing any case study, testimonial or quote attributed to Customer.

19. Warranties

19.1 Mutual warranties. Each party warrants that it is validly existing and has the power and authority to enter into and perform this Agreement.

19.2 UVX warranties. UVX warrants that: (a) it has all rights and licenses needed to perform its obligations under this Agreement; and (b) it will not knowingly include in the Services any code designed to disrupt, disable, harm, infect, defraud, damage or otherwise impede the operation of any network, computer program or system, or its security or user data, such as disabling devices, trojans or time bombs.

19.3 Remedy. If UVX fails to comply with Section 19.2, Customer must notify UVX in writing promptly. Within 30 days of receiving that notice, UVX will either correct the non-compliance or give Customer a reasonable plan for correcting it. If UVX does not do so, Customer may terminate this Agreement. This is Customer's sole and exclusive remedy for breach of Section 19.2.

19.4 Customer warranties. Customer warrants that it has all rights, consents and permissions required to submit Customer Data to the Services and to communicate with its End Users through the Services, and that its use of the Services complies with applicable law and Channel policies.

20. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, AI OUTPUTS, WEBSITE AND ANYTHING ELSE PROVIDED BY UVX ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UVX AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

UVX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE OR APPROPRIATE, OR THAT ANY CHANNEL OR THIRD-PARTY SERVICE WILL REMAIN AVAILABLE. UVX IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, INCLUDING CHANNELS AND AI MODELS PROVIDED BY THIRD PARTIES. AI OUTPUTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY TERMS, PHRASES OR DESCRIPTIONS USED IN UVX'S MARKETING MATERIALS, INCLUDING "AI EMPLOYEE", ARE USED FOR ILLUSTRATIVE PURPOSES ONLY AND ARE BASED ON UVX'S OWN DEFINITIONS AND INTERPRETATIONS. THEY DO NOT MEAN THAT ANY AI AGENT IS A PERSON OR AN EMPLOYEE, OR THAT IT HAS HUMAN JUDGMENT OR CAPABILITIES. UVX IS NOT RESPONSIBLE FOR ANY MISUNDERSTANDING, MISINTERPRETATION OR EXPECTATIONS ARISING FROM THESE MARKETING TERMS. CUSTOMER CONFIRMS THAT IT HAS INDEPENDENTLY EVALUATED THE SERVICES AND IS NOT RELYING SOLELY ON UVX'S MARKETING DESCRIPTIONS IN ENTERING INTO THIS AGREEMENT.

21. Indemnification

21.1 Customer indemnity. Customer will defend, indemnify and hold harmless UVX, its Affiliates and their officers, directors and employees from and against all liabilities, damages, settlements, fines, penalties, legal fees and other costs and expenses arising from any third-party claim, or any claim by a regulator or Channel provider, relating to: (a) Customer Data, including any allegation that it infringes or violates the rights of a third party or applicable law; (b) Customer's or its Users' use of the Services in breach of this Agreement or applicable law, including Sections 7 and 8; (c) messages sent, and actions taken, through the Services by or for Customer, including by its AI Agents; or (d) Customer's use of Third-Party Services.

21.2 Procedure. Customer's obligations under Section 21.1 are conditional on UVX giving Customer prompt notice of the claim, reasonable cooperation, and sole control over the defense and settlement of the claim, provided that Customer may not settle any claim in a way that admits fault on behalf of UVX or imposes obligations on UVX without UVX's prior written consent. UVX may participate in the defense and settlement of any claim with counsel of its choice at its own expense.

22. Limitation of Liability

22.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) USD 1,000 AND (B) THE TOTAL FEES PAID BY CUSTOMER TO UVX UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

22.3 Exceptions. Sections 22.1 and 22.2 do not limit: (a) Customer's obligation to pay Fees; (b) Customer's obligations under Section 21; (c) Customer's liability for breach of Section 7 or Section 8, or for infringement or misappropriation of UVX's intellectual property rights; (d) either party's liability for fraud, gross negligence or wilful misconduct; or (e) any liability that cannot be limited or excluded under applicable law.

22.4 Allocation of risk. The parties agree that the limitations in this Section 22 reflect a reasonable allocation of risk and form an essential basis of the bargain between them.

23. Changes to These Terms

UVX may update these Terms from time to time. When we do, we will post the updated Terms on this page and change the "Last Updated" date shown at the top of the page. If we make material changes, we will give Customers reasonable advance notice by email or through the Services before the changes take effect. Customer's continued use of the Services after the updated Terms take effect means it accepts them. If Customer does not agree to the updated Terms, it must stop using the Services and may terminate this Agreement under Section 15.3. Where Customer has signed an Order Form that expressly incorporates a specific version of these Terms, updates will apply from the start of Customer's next Subscription Term.

24. Governing Law and Dispute Resolution

24.1 Governing law. This Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai.

24.2 Good-faith resolution. Before starting any court proceedings, the parties will try to resolve any dispute through good-faith negotiation between their senior representatives for at least 30 days after one party notifies the other of the dispute.

24.3 Jurisdiction. If the dispute is not resolved through negotiation, the courts of Dubai, United Arab Emirates, have exclusive jurisdiction to settle it.

24.4 Urgent relief. Nothing in this Section 24 prevents either party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction.

25. Notices

25.1 Notices to Customer. UVX may give notices to Customer by email to the account owner or billing contact on Customer's account, or through the Services. Customer is responsible for keeping its contact details up to date.

25.2 Notices to UVX. Customer must send notices to UVX by email to info@uvx.ai. Notices of breach, termination or legal claims must include "Legal Notice" in the subject line, and may also be sent by courier to UVX Technologies FZE, Dubai Silicon Oasis, A5 GU004, Dubai, United Arab Emirates. Privacy-related requests should be sent to privacy@uvx.ai.

25.3 When notices take effect. Notices sent by email take effect when sent, unless the sender receives a delivery failure message. Notices sent by courier take effect on delivery.

26. General

26.1 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and replaces all prior and contemporaneous agreements, proposals and representations, written or oral. Any terms in a Customer purchase order or other Customer document do not apply, even if UVX accepts it.

26.2 Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent, except that either party may assign it, on notice, to an Affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or business. Any other attempted assignment is void.

26.3 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, failures of the internet, utilities or telecommunications networks, and outages or changes of cloud hosting, Channel or AI model providers.

26.4 Independent contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary or employment relationship between them.

26.5 No third-party beneficiaries. This Agreement does not give any rights to any third party, except that UVX's indemnified persons under Section 21 may rely on it.

26.6 Export controls and sanctions. Each party will comply with all export control and economic sanctions laws that apply to its performance under this Agreement. Customer will not use or allow access to the Services in violation of those laws, including by or for the benefit of any person or in any country subject to applicable sanctions.

26.7 Severability and waiver. If any provision of this Agreement is found invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force. A party's failure or delay in enforcing any provision is not a waiver of its right to do so later.

26.8 Language and interpretation. This Agreement is written in English. If it is translated into another language, the English version prevails to the extent permitted by law. Headings are for convenience only, and "including" means "including without limitation".

26.9 Electronic acceptance. This Agreement and any Order Form may be accepted electronically and signed in counterparts, each of which is an original and all of which together form one agreement.

27. Contact Us

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

General and legal enquiries: info@uvx.ai
Privacy enquiries: privacy@uvx.ai
Post: UVX Technologies FZE, Dubai Silicon Oasis, A5 GU004, Dubai, United Arab Emirates