Terms of Service
Welcome, and thank you for your interest in Ube, Inc. ("Ube," "we," or "us"), makers of the Ube software platform. These Terms of Service ("Terms") govern your access to and use of our software, platform, APIs, documentation, and related tools, including the website ube.dev and all related software made available by Ube to build, maintain, distribute, market, analyze, and monetize software products (collectively, the "Service"). By using the Service, you agree to these Terms.
Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.
If you are using the Service as part of your work for a company or organization that has a Master Services Agreement ("MSA") with Ube, your use of the Service is governed by that MSA.
If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.
1. Access and Use
1.1. Provision of Access. The Service helps customers set up and operate the tools used to build, maintain, measure, market, and grow software products. It may analyze connected services, recommend actions, and carry out actions that you authorize. Subject to your compliance with these Terms, Ube grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service for your internal business or personal use.
1.2. Beta and Early Access. Portions of the Service may be designated as alpha, beta, preview, early access, or experimental ("Beta Services"). Beta Services are provided "as-is" for evaluation purposes and may be discontinued, modified, or made generally available at our discretion. Beta Services may not be supported, may contain bugs or errors, may produce unexpected results, and may be subject to additional terms. Your use of Beta Services is at your sole risk.
1.3. Customer Data and Outputs. The Service processes content and data that you submit or authorize us to collect from connected services, including source code, product analytics, advertising account and campaign data, configuration data, feedback, and prompts (collectively, "Customer Data"). It may generate reports, recommendations, campaign changes, proposed code, and other materials (collectively, "Outputs"). You authorize us to process Customer Data and Outputs as needed to provide the Service and carry out your instructions.
1.4. No Training on Your Content. We never use Meta Platform Data to train machine-learning models. We do not use other Customer Data or Outputs to train our or any third party's models unless you explicitly agree. We may review content you report or that is flagged for security or abuse.
1.5. Limitations of AI Outputs. Outputs generated by the Service are produced by machine learning systems and may be inaccurate, incomplete, biased, or otherwise inappropriate. You are responsible for reviewing all Outputs before merging, deploying, or otherwise acting on them. The Service is not a substitute for human judgment, professional code review, security testing, or legal advice. We make no representation that Outputs are correct, secure, or fit for any particular purpose.
1.6. Restrictions. You may not (and may not permit anyone else to): (a) reverse engineer, decompile, or attempt to derive the source code, models, or underlying algorithms of the Service except to the extent applicable law expressly permits; (b) use the Service to develop, train, or improve any competing machine learning model or product; (c) scrape, harvest, or otherwise collect data from the Service except through documented interfaces; (d) circumvent or attempt to circumvent rate limits, access controls, or security measures; (e) use the Service to infringe any intellectual property, privacy, or other right of any third party; (f) use the Service to transmit malware or other malicious code, or to engage in unlawful, harassing, or harmful conduct; or (g) use the Service in violation of any applicable law or regulation.
1.7. Automated Execution. Where the Service takes actions on your behalf, such as changing advertising campaigns, budgets, analytics settings, or code in connected systems, you authorize those actions and accept full responsibility for their consequences. You are responsible for configuring appropriate branch protections, review requirements, sandboxing, and other guardrails. We are not liable for losses arising from automated actions you have authorized.
2. Eligibility
You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) and have the legal capacity to enter into these Terms. You also represent that you have not been previously suspended or removed from the Service and that your use of the Service does not violate any agreement, law, or regulation applicable to you.
3. Account Registration and Access
Access to certain features may require an account. You agree to provide accurate, current, and complete information when registering, and to keep your information up to date. You are responsible for safeguarding your credentials and for all activities that occur under your account. Notify us promptly at hello@ube.dev if you suspect unauthorized access. We may refuse, suspend, or revoke access at any time.
4. Payment Terms
4.1. Fees. Certain features of the Service may require payment of fees ("Fees"). Fees are described on the relevant order form, pricing page, or subscription page ("Order Form"). All Fees are non-refundable except as required by applicable law or as expressly stated in these Terms or your Order Form.
4.2. Pricing Changes. We reserve the right to change pricing. Where required by your subscription tier, we will provide reasonable advance notice of pricing changes that affect you. Continued use of the Service after a pricing change takes effect constitutes acceptance of the new pricing.
4.3. Payment Processing. Payments are processed by third-party payment processors. By providing payment information, you authorize us and our payment processors to charge the applicable Fees and any associated taxes to your selected payment method.
4.4. Subscriptions and Renewals. Subscriptions automatically renew at the end of each billing period unless cancelled in accordance with the cancellation instructions provided in your account or Order Form. You are responsible for cancelling before the renewal date to avoid being charged for the next period.
4.5. Taxes. Fees are exclusive of all applicable taxes, duties, and similar governmental charges, which are your responsibility unless we are required by law to collect them.
4.6. Non-Payment. If your payment fails or your account is overdue, we may suspend or terminate your access to paid features of the Service. You remain liable for unpaid Fees and any reasonable costs of collection.
5. Ownership and Licenses
5.1. Our Intellectual Property. The Service, including all software, models, designs, text, graphics, logos, and other content (excluding Customer Data and Outputs you own under Section 5.3) is owned by Ube or its licensors and is protected by intellectual property and other laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you.
5.2. Feedback. If you provide us with feedback, ideas, suggestions, or other information about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any purpose without compensation or attribution to you.
5.3. Your Customer Data and Outputs. As between you and us, you retain all rights you have in Customer Data. Subject to your compliance with these Terms, we assign to you all rights we may have in the Outputs generated for you, to the extent those rights are assignable. You are solely responsible for ensuring that you have the rights necessary to provide Customer Data, authorize our access to connected services, and use the Outputs.
5.4. Usage Data. We may collect and use aggregated, anonymized, or de-identified data about use of the Service ("Usage Data") for any lawful business purpose, including improving the Service. Usage Data does not include Meta Platform Data. It does not include other Customer Data or Outputs in identifiable form.
6. Third-Party Services
The Service may integrate with or rely on third-party products, services, or content ("Third-Party Services"), including analytics providers, advertising platforms, app stores, repository hosts, and authentication providers. Third-Party Services are governed by their own terms and privacy policies. We do not control and are not responsible for Third-Party Services or the consequences of their use. Your interactions with Third-Party Services are solely between you and the provider.
When you connect Meta, you direct Ube to access and process Meta Platform Data solely to provide the Service to your business. Ube will keep each customer's Meta Platform Data separate, use and share it only as permitted by Meta's terms and your instructions, and stop processing and delete it when required. You must comply with Meta's terms, maintain authority over the accounts you connect, and not direct Ube to use Meta products or data unlawfully. Ube may suspend or terminate Meta access if Meta requests it or if continued access could violate applicable terms or law.
7. Communications
By using the Service, you agree to receive communications from us related to your account and the Service, including transactional messages and notices. We may also send you product updates, announcements, or other marketing communications. You may opt out of marketing communications by following the unsubscribe instructions in those messages. Opting out of marketing communications does not opt you out of essential, transactional messages.
8. Modifications to These Terms
We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting a notice on the Service or sending you an email). Changes take effect on the effective date stated at the top of the Terms. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service.
9. Termination
You may stop using the Service at any time. We may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including if we believe you have violated these Terms. Upon termination, your right to access and use the Service ends. Sections that by their nature should survive termination — including Sections 1.5, 1.6, 4, 5, 11, 12, and 13–17 — will survive.
10. Modifications to the Service
We may modify, suspend, or discontinue the Service, or any feature of the Service, at any time. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.
11. Copyright Complaints
We respect the intellectual property rights of others. If you believe that material on the Service infringes your copyright, please send a notice to hello@ube.dev that includes: (a) a physical or electronic signature of the copyright owner or person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing, with information sufficient to locate it; (d) your contact information; (e) a statement that you have a good faith belief that the use is not authorized; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.
12. Privacy
Our Privacy Policy describes how we collect, use, disclose, and process personal data in connection with the Service. By using the Service, you acknowledge that you have read and understood our Privacy Policy.
13. Indemnity
To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Ube and its officers, directors, employees, contractors, agents, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) Customer Data or actions taken in reliance on Outputs; (c) your violation of these Terms; or (d) your violation of any law or any right of any third party.
14. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT OUTPUTS WILL BE ACCURATE OR SECURE, OR THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.
15. Limitation of Liability
15.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL UBE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).
16. Dispute Resolution
16.1. Informal Resolution. Before filing any formal claim, you agree to first contact us at hello@ube.dev and attempt in good faith to resolve the dispute. You and we agree to make a good-faith effort to resolve the dispute through informal negotiation within sixty (60) days of the date the informal notice is sent.
16.2. Governing Law and Venue. These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. Subject to Section 16.1, any action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in New Jersey, and you consent to the personal jurisdiction of those courts.
16.3. Class Action Waiver. You and we agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
17. Miscellaneous
17.1. Entire Agreement. These Terms, together with the Privacy Policy and any Order Form or other documents referenced in these Terms, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.
17.2. Assignment. You may not assign these Terms or any rights under these Terms without our prior written consent. We may freely assign these Terms.
17.3. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
17.4. Waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
17.5. Electronic Communications. You consent to receive communications from us in electronic form, and you agree that any electronic communications we provide will satisfy any legal requirement that communications be in writing.
17.6. Export Compliance. You agree to comply with all applicable export-control and sanctions laws and regulations in your use of the Service.
17.7. No Agency. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us.
17.8. Contact. Questions about these Terms can be sent to hello@ube.dev.