Terms of Service

Effective Date: July 8, 2026 Last Updated: July 8, 2026

These Terms of Service, also referred to as Terms and Conditions ("Terms"), govern access to and use of utari.ai, Utari Eternal, the AI Instances made available through the platform (including JeremyAI), and the related web, mobile, desktop, API, AI Instance, voice, knowledge, integration, billing, and Community Member services (collectively, the "Services"). The Services are provided by Utari, LLC ("Utari," "we," "us," or "our").

By creating an account, accessing or using the Services, creating or operating an AI Instance, inviting Community Members, connecting third-party applications, uploading data, using voice features, or purchasing any paid feature, you agree to these Terms. If you do not agree, do not use the Services.

If you use the Services on behalf of a company, organization, team, or other entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.

1. Acceptance of Terms

Agreement to Terms. By accessing or using the Services, or by clicking to accept these Terms where presented, you enter into a binding agreement with Utari under these Terms.

Eligibility and Age. You must be at least 18 years old to use the Services. By using the Services, you represent that you are 18 or older and have the legal capacity to enter into these Terms.

Related Policies. Your use of the Services is also governed by the Utari Privacy Policy, which is incorporated into these Terms by reference. Additional notices may apply to AI Instances, voice features, Community Member interactions, and connected applications.

2. Definitions

"Utari" means Utari, LLC, the company and platform operating utari.ai and Utari Eternal.

"Utari Eternal" means the Utari service for creating, configuring, and operating authorized AI Instances.

"AI Instance" means an AI-powered clone, persona, assistant, digital representation, or knowledge or voice experience created or operated through Utari Eternal.

"Instance Domain" means a dedicated domain or subdomain for an AI Instance, such as [instance].utari.ai.

"Instance Owner" means the person, account, business, organization, or authorized representative that creates, controls, administers, or pays for an AI Instance.

"Source Individual" means the person whose data, knowledge, likeness, voice, persona, biography, materials, or other information is used to create or configure an AI Instance.

"Community Member" means a person who interacts with an AI Instance, whether by account, invitation, or other access.

"User Content" means prompts, messages, files, documents, data, recordings, transcripts, images, instructions, memories, skill.md files, connected-application data, configuration, and other information submitted to, uploaded to, connected to, generated by, or processed through the Services.

"Tokens" means the credits or usage units that measure consumption of certain AI features under a plan, as further described in these Terms.

3. Description of Services

The Services. Utari provides tools for creating, configuring, operating, and interacting with AI Instances. The Services may include account management, instance configuration, knowledge bases, memory, files, connected applications, voice cloning, voice calls, Community Member interactions, subscriptions, billing, AI model routing, retrieval, search, automation, and support tools.

AI Instances and Instance Domains. An AI Instance may be associated with a Source Individual and made available through an Instance Domain such as [instance].utari.ai. JeremyAI is an AI Instance offered on a subscription basis.

Beta Features. The Services may include beta, experimental, or preview features. Beta features may change, fail, produce inaccurate outputs, or be discontinued at any time.

4. Account Registration and Security

Account Responsibility. You are responsible for providing accurate account information, protecting your login credentials, and all activity under your account, including activity by users, team members, Community Members, or administrators you invite or authorize.

Account Security. You must promptly notify Utari of any unauthorized access to or use of your account or any other security concern.

One Account per Person. Each person should use their own account unless Utari provides an authorized role, team, invitation, support, or administrative workflow.

5. AI Instances, Source Individuals, Likeness, and Consent

Authorization Required. You may not create, configure, publish, sell, operate, or make available an AI Instance that uses another person's name, likeness, voice, biometric information, private data, confidential information, identity, persona, biography, or materials unless you have all necessary rights, permissions, and consents and Utari has approved or authorized the AI Instance.

No Unauthorized Clones. Utari does not permit users to freely create AI Instances of other people. Utari may require a signed authorization document, consent record, identity verification, relationship or authority verification, or other proof before creating, publishing, enabling, or operating an AI Instance based on a real person.

Deceased Individuals. Deceased people and deceased public figures are not permitted as Source Individuals unless Utari changes this policy.

No Deception. You may not use the Services to impersonate, deceive, defraud, harass, exploit, manipulate, defame, mislead, or imply false endorsement by any person or entity.

Owner Responsibility. If you create or operate an AI Instance based on yourself, your business, a brand, a customer relationship, or another authorized Source Individual, you are responsible for ensuring that all data, configuration, permissions, and uses are lawful and authorized.

Enforcement. Utari may suspend, restrict, remove, disable, or delete an AI Instance that appears to violate these Terms, applicable law, or the privacy, publicity, biometric, intellectual property, safety, or consent rights of any person.

6. Voice Features and Voice Cloning

Voice Features. Voice features may include uploaded recordings, audio samples, voice settings, generated speech, call handling, transcripts, and voice clones. Voice cloning may involve third-party providers such as ElevenLabs, Vapi, Deepgram, Cerebras, or other vendors.

Voice Consent. You may not upload, clone, synthesize, or use a person's voice unless you have all necessary rights, permissions, and consents. Utari may require separate written authorization and affirmative consent before enabling voice cloning or voice use, including a biometric consent notice as described in the Privacy Policy.

Prohibited Voice Uses. You must not use voice features to deceive people into believing they are speaking with a human where disclosure is required, to impersonate another person without authorization, or to commit fraud, harass, exploit, or violate privacy, publicity, biometric, or other rights.

Enforcement. Utari may remove, disable, or delete voice features where authorization is missing, withdrawn, disputed, or legally insufficient.

7. Community Members

Community Member Interactions. Instance Owners may invite or allow Community Members to interact with an AI Instance. Community Members may create accounts, join by invitation, send messages, participate in voice or text interactions, create or add memories, create skill.md files, store information, or contribute knowledge, depending on product settings.

Owner Visibility. Instance Owners and authorized administrators may be able to view Community Member conversations, queries, transcripts, memories, usage, and related interaction data. If you invite Community Members, you are responsible for providing any notices, permissions, and context required for those interactions, in addition to any notices Utari provides.

Community Member Conduct. Community Members must use the Services lawfully and must not submit information they do not have the right to provide.

Deletion Requests. Community Member deletion or privacy requests should be sent to Utari at hey@utari.ai unless Utari provides another request path. An Instance Owner may not have authority to directly delete all Community Member data without Utari's involvement.

8. User Content and License

Ownership. You retain ownership of your User Content, subject to the license below and applicable law.

License to Utari. You grant Utari a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, reproduce, display, analyze, transform, parse, embed, retrieve, generate outputs from, and otherwise use User Content as needed to provide, secure, maintain, support, debug, and operate the Services, to comply with law, to enforce these Terms, and to process authorized integrations and AI workflows.

Your Representations. You represent and warrant that:

• you have all rights, permissions, and consents necessary to submit, upload, connect, import, or use your User Content;
• your User Content does not violate law or the rights of any third party;
• your use of User Content with an AI Instance, Source Individual, Community Member, voice feature, or connected application is authorized; and
• you will not submit sensitive, regulated, confidential, or third-party data unless you have the legal right to do so.

9. Connected Applications and Google Drive

Third-Party Connections. The Services may allow you to connect third-party applications. Your use of third-party services may be governed by their own terms and privacy policies. When you connect a third-party application, you authorize Utari to access, process, store, and transmit data according to the permissions you grant and the functionality you use.

Google Drive. You are responsible for connecting only accounts, files, and folders you are authorized to use with Utari. If Google Drive access is enabled, Utari may read authorized file metadata and file contents to power AI Instance knowledge, retrieval, sync, parsing, summaries, embeddings, and search. Utari's Google Drive connector is intended to be read-only against your Google Drive.

Disconnection. Disconnecting a third-party integration may stop future access or sync. It may not automatically delete previously ingested content unless a deletion process is completed.

10. User Conduct and Acceptable Use

Prohibited Uses. You may not use the Services to:

• violate any law or regulation;
• violate privacy, publicity, biometric, intellectual property, contractual, or other rights;
• create unauthorized AI clones, voice clones, likenesses, personas, or impersonations, or AI Instances of deceased people or deceased public figures;
• upload, connect, or process data you are not authorized to use;
• deceive people into believing an AI Instance is a human where disclosure is required;
• collect or process sensitive personal information without required permission;
• generate fraud, scams, phishing, spam, malware, or deceptive content;
• harass, threaten, exploit, abuse, defame, or manipulate others;
• create or distribute child sexual abuse material or exploit minors;
• generate non-consensual intimate, sexual, biometric, voice, likeness, or identity-based content;
• bypass access controls, rate limits, security controls, or usage restrictions;
• reverse engineer, scrape, attack, or interfere with the Services; or
• use the Services in a way that creates legal, privacy, security, safety, or reputational risk for Utari, its users, Source Individuals, Instance Owners, Community Members, or third parties.

11. AI Outputs and No Professional Advice

Nature of Outputs. AI outputs may be inaccurate, incomplete, offensive, outdated, or unsuitable. You are responsible for reviewing and validating outputs before relying on them. Utari does not guarantee that outputs are correct, unique, non-infringing, safe, lawful, or fit for a particular purpose.

No Professional Advice. The Services are not a substitute for professional legal, medical, financial, tax, mental health, employment, or other regulated advice unless a specific feature is expressly designed, reviewed, and legally cleared for that purpose. You must not use outputs to make legal, medical, financial, employment, housing, credit, insurance, or other significant decisions without appropriate human review and legal compliance.

12. AI Training and Model Providers

Model Providers. Utari uses third-party AI, model, voice, transcription, parsing, search, sandbox, and tooling providers to operate the Services. These providers process User Content and related data as needed to deliver the Services, and their training, retention, and model-improvement practices may vary by provider, account type, contract, configuration, and settings.

Current Training Position. Utari does not currently fine-tune large language models on customer, Instance Owner, Source Individual, or Community Member data. Utari does not represent that its providers are configured for zero data retention.

Future Use and Notice. Utari may in the future use User Content, Source Individual data, or Community Member data to train, fine-tune, or improve models in order to improve its systems. If Utari does so beyond what is necessary to provide the requested Services, Utari will provide notice and obtain consent where required by applicable law.

13. Payment, Subscriptions, Credits, and Refunds

Fees and Billing. Paid features may be billed through Stripe, RevenueCat, or another payment provider. Fees, billing cycles, credits, Tokens, usage limits, seat counts, plan features, taxes, renewal terms, and cancellation rules will be presented at checkout, in-product, or in applicable order terms. Unless otherwise stated, subscriptions renew automatically until canceled, and failure to pay may result in suspension, downgrade, or termination. You are responsible for applicable taxes, fees, and charges.

Utari Eternal and Tokens. Certain plans, including Utari Eternal, are sold on an annual subscription basis and include an allocation of Tokens (credits) for the plan year. When a plan's Token allocation is exhausted, additional Tokens may be purchased by contacting the Utari sales team. Tokens do not expire during the period your plan remains active.

Team and Multi-Seat Plans. You may upgrade an account to add team members or seats. The owner of the original plan is responsible for payment for all seats and is the account administrator. The account administrator is responsible for the use of the Services by all invited team members and binds those members to these Terms. Utari may adjust the plan and applicable fees as seats are added. Removal of team members and reallocation of seats are handled by Utari on request.

Cancellation. You may cancel a subscription at any time. Upon cancellation, you retain access to the Services through the effective cancellation date, and your subscription will not renew for the following period. Cancellation does not by itself entitle you to a refund except as provided below.

Refunds. You may request a refund by contacting Utari at hey@utari.ai. Utari considers and frequently grants refund requests in its discretion. For annual plans such as Utari Eternal, because the plan includes a Token allocation intended to be used over the plan period, Utari will assess the Tokens and Services already used and may issue a partial refund reflecting that usage. There is no free trial for the Services.

Forfeiture of Credits on Cancellation. If you cancel your plan, any remaining Tokens or credits associated with that plan are forfeited and will no longer be available to you. Tokens and credits are not transferable and have no cash value except as expressly stated or required by law.

14. Intellectual Property

Utari Property. Utari and its licensors own the Services, platform, software, designs, documentation, workflows, systems, models, code, and related technology, excluding User Content. Utari names, logos, marks, and branding are owned by Utari. Other trademarks are owned by their respective owners.

Restrictions. You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from the Services except as permitted by law or written agreement.

Rights in Outputs. Subject to these Terms, applicable law, and the terms of any third-party model provider, Utari grants you a license to use the outputs the Services generate for you for any lawful personal or business purpose. Because outputs may be generated using third-party models that carry their own terms, Utari does not assign or warrant ownership of, or exclusive rights in, any output, and Utari does not guarantee that outputs are unique or non-infringing.

15. DMCA and Rights Complaints

Respect for Rights. Utari respects intellectual property, privacy, publicity, and other rights. Utari has adopted a policy of responding to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA").

Notice of Infringement. If you believe content, an AI Instance, voice clone, likeness, persona, output, or other material on the Services infringes your copyright or other rights, send a written notice to Utari's designated agent that includes: (a) your physical or electronic signature; (b) identification of the work or right claimed to be infringed; (c) identification of the material claimed to be infringing and its location; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act.

Designated Agent. Notices should be sent to Utari's designated DMCA agent, Jeremy Haynes, c/o Utari, LLC, 1900 N Miami Ave, Miami, FL 33136, at hey@utari.ai.

Counter-Notice and Repeat Infringers. Utari may remove or disable access to allegedly infringing material, forward notices to the affected user, accept counter-notices as permitted by the DMCA, and terminate the accounts of repeat infringers in appropriate circumstances.

16. Privacy

Privacy Policy. Utari's Privacy Policy explains how information is collected, used, disclosed, retained, and protected. By using the Services, you acknowledge the Privacy Policy. Additional notices may apply to AI Instances, voice and biometric features, Community Member interactions, cookies, connected applications, Google Drive, and business accounts.

17. Support Access and Administrative Tools

Access for Operations. Utari may access accounts, AI Instances, Community Member information, logs, User Content, or production systems when needed to provide support, troubleshoot issues, investigate abuse, maintain security, comply with law, or operate the Services.

Administrative Tools. Utari may use administrative tools, including impersonation or master-login functionality, for support and troubleshooting. Utari maintains internal controls, access limits, and audit logging for such access.

18. Disclaimers of Warranties

As Is. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, UTARI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RELIABILITY, AND SECURITY.

No Guarantee. UTARI DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE, LAWFUL, UNIQUE, OR APPROPRIATE. YOU USE THE SERVICES AND RELY ON OUTPUTS AT YOUR OWN RISK.

19. Limitation of Liability

Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, UTARI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS.

Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, UTARI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO UTARI IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Exceptions. Some jurisdictions do not allow certain limitations, so some of the above limitations may not apply to you.

20. Indemnification

Your Indemnity. You will defend, indemnify, and hold harmless Utari, its affiliates, and their officers, directors, employees, contractors, agents, suppliers, and representatives from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to:

• your use or misuse of the Services;
• your User Content;
• your AI Instances, clones, voice, likeness, persona, or Source Individual configurations;
• your Community Member interactions;
• your connected applications;
• your violation of these Terms or of any law; or
• your violation of the rights of any third party, or your failure to obtain required consent, authorization, or rights.

21. Term and Termination

Suspension and Termination by Utari. Utari may suspend, restrict, or terminate access to the Services if you violate these Terms; if required consent or authorization is missing, disputed, withdrawn, or legally insufficient; if your use creates legal, privacy, security, abuse, safety, operational, or reputational risk; if payment fails; if an AI Instance, voice clone, connected application, or Community Member experience violates policy or law; or if Utari is required to do so by law or provider requirements.

Termination by You. You may stop using the Services or close your account using available account controls or by contacting support.

Effect of Termination. Some information may be retained after termination as described in the Privacy Policy or as required or permitted by law, billing, security, fraud prevention, backups, logs, or dispute resolution. Sections that by their nature should survive termination will survive.

22. Dispute Resolution, Arbitration, and Governing Law

Informal Resolution. Before initiating arbitration, you agree to first contact Utari at hey@utari.ai and provide a written description of the dispute and the relief sought, and to attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Binding Arbitration. If the dispute is not resolved within thirty (30) days, you and Utari agree that any dispute, claim, or controversy arising out of or relating to the Services or these Terms will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its applicable rules. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. YOU AND UTARI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

Small Claims and Injunctive Relief. Either party may bring an individual claim in small claims court if it qualifies. Notwithstanding the arbitration agreement, Utari may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or the security or integrity of the Services.

Governing Law and Venue. These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. To the extent any dispute is not subject to arbitration, the state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction and venue, and you consent to personal jurisdiction there.

23. Third-Party Services

Dependencies. The Services may depend on third-party services, providers, integrations, models, APIs, or platforms. Utari is not responsible for third-party services outside its control, which may change, fail, impose limits, suspend access, or process data according to their own terms and policies.

24. Force Majeure

Force Majeure. Utari will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, utility or network failures, provider outages, or other force majeure events.

25. Modifications to These Terms

Changes. Utari may update these Terms from time to time. If changes are material, Utari will provide notice as required by law. Continued use of the Services after changes become effective means you accept the updated Terms.

Sensitive Changes. Material changes involving AI training, provider training, data use, voice or biometric processing, Community Member visibility, support impersonation, Google user data, or privacy commitments will receive clear notice and, where required by law, your consent.

26. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any applicable order terms or supplemental agreements, constitute the entire agreement between you and Utari regarding the Services and supersede all prior agreements.

Severability. If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No Waiver. Utari's failure to enforce any provision is not a waiver of its right to do so later.

Assignment. You may not assign or transfer these Terms without Utari's prior written consent. Utari may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Notices. Utari may provide notices to you by email, through the Services, or by posting to the website. You may provide notices to Utari at the contact address below.

27. Contact

How to Reach Us. Legal Entity: Utari, LLC (state of formation: Delaware). Mailing Address: 1900 N Miami Ave, Miami, FL 33136. Legal and Support Contact: hey@utari.ai.