Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and UCTS ("we", "us", or "our") governing your access to and use of the UCTS software, website, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or 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.

2. Description of Service

UCTS (Universal Context Transfer System) is a software tool that transforms AI conversation exports into deployable code projects. The Service includes:

• Command-line interface (CLI) for local code generation
• Web application for managing sessions and projects
• API for programmatic access
• VS Code extension
• Cloud features (optional, for paid tiers)

3. Account Registration

3.1 Account Creation

To access certain features, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account.

3.3 Age Requirement

You must be at least 16 years of age to create an account and use the Service.

4. Subscription and Payment

4.1 Free Tier

The Free tier provides limited access to the Service at no cost. Free tier features may be modified or discontinued at any time.

4.2 Paid Subscriptions

Paid subscriptions (Pro, Team, Enterprise) are billed in USD on a monthly or annual basis. All prices are exclusive of applicable taxes unless otherwise stated.

4.3 Free Trial

Paid plans include a 14-day free trial. No credit card is required to start a trial. We will send a payment reminder 4 days before your trial ends. If you do not add payment information, your account will automatically convert to the Free tier.

4.4 Billing

By subscribing to a paid plan, you authorize us to charge your payment method on a recurring basis. You may cancel your subscription at any time, and cancellation will be effective at the end of the current billing period.

4.5 Refunds

We offer refunds within 14 days of initial purchase or renewal if you are not satisfied with the Service. Refund requests should be submitted to billing@ucts.dev. Refunds are processed to the original payment method within 10 business days.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service to violate any applicable law or regulation
• Infringe upon the intellectual property rights of others
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to any part of the Service
• Interfere with or disrupt the Service or servers
• Use the Service to generate illegal, harmful, or offensive content
• Resell, sublicense, or redistribute the Service without authorization
• Circumvent usage limits or access controls

See our Acceptable Use Policy for detailed guidelines.

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including its original content, features, and functionality, is owned by UCTS and is protected by copyright, trademark, and other intellectual property laws. The UCTS name, logo, and related marks are our trademarks.

6.2 Open Source Components

UCTS is released under the MIT License. The source code is available at gitlab.com/dkmay1/ucts. Third-party open source components are subject to their respective licenses.

6.3 Your Content

You retain all ownership rights to content you input into or generate using the Service ("Your Content"). By using the Service, you grant us a limited license to process Your Content solely to provide the Service to you.

6.4 Generated Output

Code and projects generated by UCTS from your input are your property. We claim no ownership rights over generated output. You are responsible for ensuring generated code complies with applicable licenses and does not infringe third-party rights.

7. Privacy and Data Protection

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, and protect your personal information.

By using the Service, you consent to the collection and processing of your information as described in the Privacy Policy.

8. Disclaimers

8.1 Service "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 No Guarantee

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not guarantee that generated code will be correct, complete, or suitable for any particular purpose.

8.3 Third-Party Content

The Service may process or generate content based on third-party AI conversations. We are not responsible for the accuracy, legality, or appropriateness of such content.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UCTS, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

Our total liability for any claims arising out of or relating to these Terms or the Service shall not exceed the amount you paid us in the 12 months preceding the claim, or AUD $100, whichever is greater.

10. Indemnification

You agree to indemnify, defend, and hold harmless UCTS and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to your use of the Service, your violation of these Terms, or your violation of any rights of another party.

11. Termination

11.1 By You

You may terminate your account at any time by contacting support or using the account deletion feature. Upon termination, your right to use the Service will immediately cease.

11.2 By Us

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including breach of these Terms.

11.3 Effect of Termination

Upon termination, provisions that by their nature should survive will remain in effect, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in Sydney, Australia.

12.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13. Australian Consumer Law

If you are a consumer under the Australian Consumer Law, nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract and obtain a refund for the unused portion, or compensation for its reduced value.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and UCTS regarding the Service.

14.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.

15. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on this page and updating the "Last updated" date. For significant changes, we will provide additional notice (such as email notification). Your continued use of the Service after changes constitutes acceptance of the modified Terms.