Effective Date: July 4th, 2025
These Terms of Service (“Terms”) govern access to and use of the UTOPICA websites, applications, and related services (collectively, the “Service”) provided by UTOPICA Inc. (“UTOPICA,” “we,” “us,” or “our”), a Delaware corporation.
1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
1.2 “Authorized User” means an employee or contractor of Customer that Customer authorizes to use the Service under Customer's account. Authorized Users must be internal to Customer's organization.
1.3 “Customer” means the organization (legal entity) accepting these Terms.
1.4 “Final Output” means the specific, final version of content generated by the Service and presented to Customer or its Authorized Users. Final Output excludes Intermediate Materials and User Interactions.
1.5 “Intermediate Materials” means any drafts, iterations, alternatives, partial outputs, rejected options, working files, system messages, research notes, embeddings, vectorizations, evaluations, internal annotations, safety filters, and other non-final materials generated or used by the Service in producing Final Output.
1.6 “Original Onboarding Data” means documents and materials Customer provides via email, forms, or other onboarding channels to begin or support implementation (e.g., brand guidelines, playbooks, sample content, style guides).
1.7 “User Uploads” means documents, images, text, audio, video, or other materials that Authorized Users manually upload to the Service.
1.8 “User Interactions” means prompts, instructions, chat logs, messages, transcripts (including audio-to-text), session logs, clickstream and feature usage events, and usage metadata generated by or captured through use of the Service.
1.9 “Service Data” means Usage Data, operational telemetry, logs, security events, performance diagnostics, aggregated analytics, and de-identified or anonymized derivatives and insights.
1.10 “Order Form” means an ordering document or checkout flow referencing these Terms that specifies fees, term, and plan details.
1.11 “Fees” means onboarding fees, subscription fees (monthly or annual), and any fees for custom plans, add-ons, or professional services, each as set forth in an Invoice, Order Form or statement of work (“SOW”).
1.12 “Professional Services” means implementation services, enterprise custom features, custom integrations, or other bespoke work provided under an SOW or similar written agreement.
1.13 “Privacy Policy” means our Privacy Policy in effect as of the Effective Date (and as updated from time to time in accordance with Section 3).
2.1 Binding Agreement / Acceptance Trigger. Customer agrees to these Terms upon the earlier of:
2.2 Eligibility (US and Canada). The Service is offered to businesses operating in the United States or Canada, unless we agree otherwise in writing.
2.3 Authority. The individual accepting these Terms represents they have authority to bind Customer.
3.1 Changes. We may update these Terms or the Privacy Policy from time to time. If we make material changes, we will provide notice (e.g., by email or in-product notice) at least 30 days before changes take effect, unless a change is required sooner to address security, privacy, legal, or abuse risks. Continued use of the Service after the effective date means Customer accepts the updated terms.
4.1 Registration and Account Administration. Customer is responsible for all activity under its account and for ensuring Authorized Users comply with these Terms.
4.2 Credentials. Authorized User credentials are for designated individuals only and may not be shared (“seat sharing”).
4.3 Prohibited Use. Customer will not (and will not allow any Authorized User to):
4.4 Suspension. We may suspend access immediately if we reasonably believe Customer's use poses a security risk, violates Section 4.3, or could expose UTOPICA to liability, and we will restore access if the issue is resolved.
5.1 Plans (One feature set; usage-based limits). A plan provides access to all features of the Service. Plans differ by subscription term (monthly or annual) and usage-credit limits. If Customer needs more credits than a standard plan includes, we may offer a custom plan with higher limits (custom quote) via an Order Form.
5.2 Onboarding Fee (custom quoted; upfront; non-refundable). Onboarding fees are custom quoted and due upfront. Onboarding fees are non-refundable to the maximum extent permitted by law.
5.3 Subscription Fees. Subscription fees are due in advance (monthly or annual).
5.4 Monthly Subscriptions (non-refundable). Monthly subscription fees are non-refundable to the maximum extent permitted by law.
5.5 Annual Subscriptions (limited first-month refund). Annual subscription fees are refundable only if Customer requests cancellation and refund within the first month of the annual term (i.e., within 30 days of the annual term start date) and Customer has not used more than 1/12 of the annual usage credits included in the annual subscription during that period (as measured by our usage-credit ledger).
If those conditions are satisfied, we will refund the annual subscription fees paid for the then-current annual term, less any non-refundable onboarding fee and less any non-subscription charges (e.g., Professional Services) that are non-refundable under the applicable SOW or Order Form.
5.6 Usage Credits / Overages. Usage is measured in credits. The credit limits, measurement rules, and (if applicable) overage pricing or purchase of additional credits will be set out in the Order Form. If Customer reaches its credit limit, the Service may throttle, pause, or restrict further usage until credits reset or additional credits are purchased.
5.7 Professional Services and Enterprise Custom Work. Enterprise custom features, integrations, or other bespoke work may be provided for an additional fee under an SOW or similar written agreement.
5.8 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for applicable taxes except taxes on UTOPICA's income.
5.9 Late Payment. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, and we may suspend access for non-payment.
6.1 Customer-Owned Content (Customer retains ownership). As between the parties, Customer (and/or its licensors, as applicable) retains all right, title, and interest in and to:
6.2 UTOPICA-Owned Materials (UTOPICA retains exclusive ownership). UTOPICA retains exclusive ownership of, and Customer receives no ownership interest in:
6.3 License from Customer to UTOPICA (to operate the Service). Customer grants UTOPICA a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, and display Customer-Owned Content solely as necessary to (i) provide and secure the Service, (ii) perform onboarding and support, (iii) prevent fraud and abuse, and (iv) comply with law. This license continues until Customer-Owned Content is deleted in accordance with Section 8.
6.4 Assignment / License of User Interactions to UTOPICA. To implement the parties' agreement that UTOPICA exclusively owns User Interactions, Customer hereby assigns to UTOPICA all right, title, and interest (including Intellectual Property Rights) in and to User Interactions and any compilations or derivatives thereof created by or for UTOPICA. To the extent any such assignment is prohibited or limited by applicable law, Customer grants UTOPICA an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit User Interactions for any lawful purpose, including the training and improvement rights in Section 6.5. To the maximum extent permitted by law, Customer waives (and will cause Authorized Users to waive) any moral rights in User Interactions.
6.5 Training and Improvement Rights (Derivatives & Model Improvement). UTOPICA may use User Interactions and Service Data to train, fine-tune, evaluate, and improve the Service, our models, and our methodologies, including across customers. UTOPICA may create, retain, and use aggregated, de-identified, or anonymized datasets and derived insights for these purposes and for legal compliance. Customer acknowledges that such anonymized/de-identified data may be retained even after deletion of Customer-Owned Content.
6.6 Feedback. If Customer or Authorized Users provide feedback or suggestions, UTOPICA may use them without restriction or obligation.
6.7 Reservation of Rights. Except as expressly stated in these Terms, no rights are granted by either party.
7.1 Confidential Information. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or should reasonably be understood as confidential. Customer-Owned Content is Customer's Confidential Information. The Service, pricing, and non-public technical information about the Service are UTOPICA's Confidential Information.
7.2 Permitted Use; Protection. Each party will use the other party's Confidential Information only to perform under these Terms and will protect it using at least reasonable care.
7.3 Carve-out for Training Rights. Customer acknowledges that UTOPICA's use of User Interactions and Service Data for training and improvement (as described in Section 6.5) is authorized and does not violate confidentiality obligations under these Terms.
8.1 Privacy Policy. Our collection and processing practices are described in the Privacy Policy, which is incorporated by reference.
8.2 Deletion of Customer-Owned Content upon cancellation (on request). Upon cancellation of the subscription, Customer may request permanent deletion of (A) Final Output, (B) Original Onboarding Data, and (C) User Uploads. We will act on verified requests within a commercially reasonable time (typically within 30 days), subject to limited exceptions for legal compliance, security, fraud prevention, and routine backup retention. We may retain anonymized/de-identified training data, derived insights, and usage history necessary for model improvement and legal compliance.
8.3 Customer responsibility for export. Because cancellation results in immediate loss of access (Section 10), Customer is responsible for exporting any Final Output it wishes to retain prior to cancellation.
The Service may interoperate with or rely on third-party services (including AI infrastructure providers). Third-party services are governed by their own terms and policies. To the maximum extent permitted by law, UTOPICA disclaims liability for third-party services.
10.1 Term. These Terms begin upon acceptance (Section 2.1) and continue until terminated.
10.2 Subscription Renewal. Subscriptions renew automatically for successive periods equal to the initial term.
10.3 Cancellation by Customer (immediate loss of access). Customer may cancel at any time through account settings or by written notice. Upon cancellation, Customer's access to the application and Service will end immediately, and Authorized Users will no longer be able to log in or use the Service.
10.4 Termination for Cause. Either party may terminate for material breach if the other fails to cure within 30 days after written notice, except that UTOPICA may terminate immediately for non-payment, insolvency, or unlawful use, or where required to mitigate security or legal risk.
10.5 Effect of Termination. Sections intended to survive will survive, including Sections 5 (payment obligations accrued), 6 (ownership; training rights), 7 (confidentiality, subject to its terms), 8.2 (deletion mechanics), 11-15.
THE SERVICE, INCLUDING BETA OR PREVIEW FEATURES, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UTOPICA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING FINAL OUTPUT BEFORE USE OR PUBLICATION. THE SERVICE IS NOT LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.
AI-Generated Content; No Accuracy or Originality Guarantee; Customer Review Required. The Service uses large language models and other automated systems to generate Final Output. While UTOPICA aims to provide high-quality content, Final Output may contain errors, omissions, outdated information, biased or inappropriate material, or unintended similarities to third-party content. UTOPICA does not guarantee that any Final Output will be accurate, complete, current, fit for a particular purpose, or plagiarism-free (or otherwise non-infringing). Customer is solely responsible for reviewing, proofreading, and independently verifying Final Output before use, publication, or reliance, including ensuring it complies with Customer's standards, applicable laws and regulations, and any third-party rights (including copyright and trademark rights).
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS; AND (B) UTOPICA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO UTOPICA FOR THE SERVICE IN THE 6 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THAT CASE, THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.
13.1 By Customer. Customer will indemnify and defend UTOPICA from third-party claims arising from: (a) Customer-Owned Content, (b) Customer's use of the Service in violation of law or these Terms, or (c) Customer's failure to obtain required rights/consents (including for audio/voice data).
13.2 Procedure. The indemnified party will promptly notify the indemnifying party and cooperate. The indemnifying party controls the defense, except it may not settle in a way that admits fault or imposes obligations on the indemnified party without consent.
14.1 Governing Law. If Customer is organized in the United States, Delaware law governs (excluding conflict rules). If Customer is organized in Canada, Ontario law governs (excluding conflict rules).
14.2 Informal Resolution. The parties will attempt in good faith to resolve disputes for 30 days after written notice.
14.3 Arbitration / Venue. Any dispute not resolved informally will be resolved by binding arbitration administered by JAMS (or a comparable provider), with: (i) seat in New York, New York for U.S. Customers, and (ii) seat in Toronto, Ontario for Canadian Customers. Either party may seek injunctive relief in court for intellectual property infringement or misuse of Confidential Information.
14.4 Class Action Waiver. To the maximum extent permitted by law, disputes will be brought only on an individual basis and not as a class action.
15.1 Assignment. Customer may not assign these Terms without UTOPICA's prior written consent. UTOPICA may assign in connection with a merger, acquisition, reorganization, or sale of assets.
15.2 Severability. If a provision is unenforceable, the remainder remains in effect.
15.3 Notices. Notices must be in writing and delivered to the addresses listed in the Privacy Policy Contact section (or updated address on file).
15.4 Entire Agreement; Order of Precedence. These Terms, the Privacy Policy, and Order Forms/SOWs are the entire agreement. If there is a conflict, an SOW/Order Form controls over these Terms solely for the subject matter of that SOW/Order Form.