Effective Date: April 26, 2025
Welcome to Utivilla Chat! These Terms of Service ("Terms") govern your access to and use of the Utivilla Chat service, including any associated websites, mobile applications, software, and features (collectively, the "Service"), provided by Utivilla Corporation ("Utivilla," "we," "us," or "our").
By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference). If you do not agree to these Terms, do not use the Service.
You must be at least 18 years old (or the age of legal majority in your jurisdiction) to create an account and use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and you agree to be bound by these Terms on behalf of that organization.
You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated. You are responsible for safeguarding your account password and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes.
"User Content" means any information, text, graphics, photos, videos, files, messages, or other materials you upload, submit, store, send, or receive through the Service.
You retain ownership of any intellectual property rights that you hold in your User Content. However, by submitting User Content to the Service, you grant Utivilla a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Service), communicate, publish, publicly perform, publicly display, and distribute such User Content. This license is granted solely for the limited purpose of operating, providing, promoting, developing, and improving the Service.
You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to grant the above license to us and that your User Content does not violate any third-party rights (including intellectual property or privacy rights) or any applicable laws.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or communications posted via the Service.
You agree not to misuse the Service or help anyone else do so. You agree not to engage in any of the following prohibited activities:
We reserve the right to investigate and take appropriate action, including removing User Content, suspending or terminating your account, and reporting you to law enforcement authorities, if you violate these Terms.
Excluding your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Utivilla Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Utivilla and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Utivilla Content.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UTIVILLA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
UTIVILLA MAKES NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
WE ARE NOT RESPONSIBLE FOR USER CONTENT OR THE CONDUCT OF THIRD PARTIES, WHETHER ONLINE OR OFFLINE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UTIVILLA OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF UTIVILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
IN NO EVENT SHALL UTIVILLA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO UTIVILLA FOR USE OF THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UTIVILLA AND YOU.
You may stop using the Service and terminate your account at any time by following the instructions within the Service or contacting us.
We reserve the right to suspend or terminate your access to the Service, with or without cause, and with or without notice, effective immediately. Reasons for termination may include, but are not limited to, a breach of these Terms, requests by law enforcement or other government agencies, discontinuance or material modification of the Service, unexpected technical or security issues, or extended periods of inactivity.
Upon termination, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within [Specify County, e.g., Boulder County], Colorado to resolve any dispute or claim arising from these Terms or the Service. [Optional: Consider adding an Arbitration Clause and Class Action Waiver after consulting with legal counsel].
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide reasonable notice prior to any new terms taking effect (e.g., via email, in-app notification, or posting on our website). What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
These Terms, together with the Privacy Policy, constitute the entire agreement between you and Utivilla concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Utivilla may assign its rights and obligations under these Terms without your consent. You may not assign these Terms without our prior written consent.
If you have any questions about these Terms, please contact us at:
Utivilla Corporation
Mailing Address: 1942 Broadway St. STE 314c, Boulder, CO 80302
Email: support@utivilla.com