Terms of Service

Last Updated: February 11, 2026 Effective Date: February 11, 2026

These Terms of Service ("Terms") are a binding legal agreement between you ("you" or "your") and Ubik, Inc., a Delaware corporation headquartered in New York, New York ("Ubik," "we," "us," or "our"). By accessing or using any Ubik product or service, including the web platform at app.ubik.studio, the Ubik desktop application, our APIs, and all related services (collectively, the "Service"), you agree to these Terms in full.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, do not use the Service.

1. Eligibility

You must be at least 16 years of age to use the Service. If you are under 18, you represent that a parent or legal guardian has reviewed and consented to these Terms on your behalf. You may not use the Service if you are prohibited from doing so under applicable law, including United States export control and sanctions regulations.

2. Account Registration

To access certain features, you must create an account. You agree to provide accurate, current, and complete registration information and to keep it updated. You are solely responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately at info@ubik.studio if you suspect unauthorized access.

We may suspend or terminate accounts that contain false information or that are used in violation of these Terms.

3. The Service

3.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes, including the right to install and use the Ubik desktop application on devices you own or control, subject to the device limits of your subscription tier and the End User License Agreement.

3.2 Restrictions

You may not: (a) copy, modify, distribute, sell, lease, or sublicense any part of the Service; (b) reverse engineer, decompile, or disassemble the Service except as permitted by applicable law; (c) use the Service to build a competing product or service; (d) circumvent any technical limitations, rate limits, or access controls; (e) use automated means (bots, scrapers, crawlers) to access the Service without our prior written consent; (f) remove or alter any proprietary notices; or (g) use the Service for any purpose prohibited by these Terms, our Acceptable Use Policy, or applicable law.

3.3 Modifications to the Service

We may modify, suspend, or discontinue any part of the Service at any time. We will use commercially reasonable efforts to provide advance notice of material changes, but we are not obligated to maintain any particular feature or functionality.

4. Subscriptions and Payment

4.1 Plans and Fees

Ubik offers Free, Professional, and Enterprise subscription tiers. By selecting a paid plan, you agree to pay all applicable fees as described at the time of purchase. All fees are stated in United States dollars unless otherwise indicated.

4.2 Billing and Renewal

Paid subscriptions are billed in advance on a recurring monthly or annual basis. Your subscription renews automatically at the end of each billing period unless you cancel before the renewal date. We will send a reminder before each renewal. We reserve the right to change pricing with at least 30 days' prior notice; price changes take effect at the start of your next billing period.

4.3 Taxes

You are responsible for all applicable taxes, duties, and levies imposed by any taxing authority. If we are required to collect taxes, they will be added to your invoice.

4.4 Failed Payments

If a payment fails, we will attempt to process it again and notify you. If payment remains unsuccessful after 14 days, we may suspend your access to paid features until the balance is resolved.

5. Your Content

5.1 Ownership

You retain all rights, title, and interest in the data, files, and other materials you create, upload, or store through the Service ("Your Content"). We do not claim ownership of Your Content.

5.2 License to Ubik

By using the Service, you grant us a limited, worldwide, non-exclusive license to host, store, process, reproduce, and transmit Your Content solely as necessary to provide and improve the Service, to create anonymized and aggregated analytics, and to comply with our legal obligations. This license terminates when you delete Your Content or close your account, except for anonymized data and data retained for legal compliance.

5.3 Content Restrictions

You may not upload or create content that: (a) violates any applicable law; (b) infringes or misappropriates any third-party intellectual property or privacy rights; (c) contains malware or malicious code; (d) is defamatory, obscene, threatening, or harassing; or (e) violates our Acceptable Use Policy.

5.4 Content Removal

We may remove or disable access to content that violates these Terms or applicable law. Where practicable and not prohibited by law, we will notify you before or promptly after removal.

5.5 Data Portability

You may export Your Content at any time using the Service's built-in export features. Upon account termination, you will have 30 days to export Your Content before we delete it from our active systems.

6. AI-Generated Content

6.1 Nature of AI Output

The Service uses artificial intelligence to generate content. AI-generated output may contain errors, inaccuracies, or fabricated information ("hallucinations"). AI output may vary between runs and may reflect biases present in training data. AI-generated content is provided on an "as is" basis without any warranty of accuracy, completeness, or fitness for a particular purpose.

6.2 Your Responsibility

You are solely responsible for reviewing, verifying, and validating all AI-generated content before relying on it. You must ensure that your use of AI-generated content complies with applicable laws, your institution's or employer's policies, and any relevant professional or ethical standards. Where required by law or industry norms, you must disclose that content was generated with AI assistance.

6.3 AI Training

We do not use Your Content to train publicly available AI models without your explicit opt-in consent. Anonymized, aggregated data may be used to improve our AI systems. You may opt out of the AI improvement program at any time in your account settings.

7. Intellectual Property

7.1 Ubik's Rights

The Service, including all software, designs, text, graphics, algorithms, and documentation, is owned by Ubik, Inc. and is protected by United States and international intellectual property laws. These Terms do not grant you any right to use our trademarks, service marks, or trade dress without prior written permission.

7.2 Feedback

If you provide us with suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback for any purpose without obligation to you.

8. Third-Party Services

The Service may integrate with or contain links to third-party services. We do not control and are not responsible for third-party services, their availability, content, or privacy practices. Your use of third-party services is governed by their respective terms and policies.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UBIK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT AI-GENERATED CONTENT WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE, OR THAT DEFECTS WILL BE CORRECTED.

The Service is a tool to assist with research and data management. It is not a substitute for professional expertise, including medical, legal, or financial advice. You should consult qualified professionals before making decisions based on information obtained through the Service.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UBIK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO UBIK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100).

10.2 Exclusion of Damages

IN NO EVENT SHALL UBIK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF UBIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) Ubik's breach of its confidentiality obligations regarding Your Content; (b) either party's infringement of the other's intellectual property rights; (c) liability arising from fraud, gross negligence, or willful misconduct; or (d) any liability that cannot be excluded or limited under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Ubik, its officers, directors, employees, and agents 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) your violation of these Terms or applicable law; (c) your violation of any third-party rights; or (d) Your Content.

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access the Service and continue until terminated.

12.2 Termination by You

You may terminate your account at any time through your account settings or by contacting info@ubik.studio.

12.3 Termination by Ubik

We may suspend or terminate your account and access to the Service: (a) for violation of these Terms; (b) for non-payment of fees after the grace period described in Section 4.4; (c) if required by law; (d) if we discontinue the Service with reasonable notice; or (e) for extended inactivity, with prior notice.

12.4 Effect of Termination

Upon termination: (a) your license to use the Service ends immediately; (b) you have 30 days to export Your Content; (c) we may delete Your Content from our active systems after the 30-day period; and (d) you remain liable for any fees incurred before termination.

12.5 Survival

Sections 5.2 (License to Ubik), 7 (Intellectual Property), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law and Dispute Resolution), and this Section 12.5 survive termination of these Terms.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, except to the extent preempted by federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in New York, New York, or remotely by videoconference at the election of either party. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND UBIK EACH AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

13.4 Exceptions

Notwithstanding the foregoing, either party may: (a) seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or prevent irreparable harm; (b) bring claims in small claims court if the claim qualifies; or (c) report violations to a government agency.

14. Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, labor disputes, internet or infrastructure failures, or failures of third-party services.

15. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy, Acceptable Use Policy, EULA (for desktop application users), Cookies Policy, and any applicable order form, constitute the entire agreement between you and Ubik regarding the Service.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions continue in full force and effect.

Waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it in the future.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.

Notices. We may send notices to you by email to the address associated with your account or through the Service. Notices to us must be sent to info@ubik.studio.

Amendments. We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance. If you disagree, you must stop using the Service.

16. Contact

For questions about these Terms:

Ubik, Inc. Email: info@ubik.studio Website: https://www.ubik.studio

These Terms of Service are effective as of February 11, 2026.