These Terms of Service (“Terms”) govern your access to and use of the websites, applications, software, AI tools, communications, content, and related services (collectively, the “Services”) provided by The Cohen Collective d/b/a Uniqua AI (“Uniqua AI,” “Company,” “we,” “us,” or “our”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” includes that entity.

1. Eligibility

You must be at least 18 years old and able to form a binding contract under applicable law to use the Services.

The Services are intended for business and professional use unless we expressly state otherwise. You may not use the Services if you are prohibited from doing so under applicable law.

2. Services

Uniqua AI provides AI-enabled business solutions, automation services, software tools, communications tools, integrations, consulting, content, and related offerings.

We may update, modify, suspend, or discontinue all or part of the Services at any time, with or without notice, to the fullest extent permitted by law.

3. Accounts and Account Security

To access certain Services, you may need to create an account or provide information such as your name, email address, company name, phone number, billing details, or login credentials.

You agree to:

• provide accurate, current, and complete information;
• keep your credentials confidential;
• promptly update account information if it changes; and
• notify us immediately at kimmy@uniquaai.com if you suspect unauthorized access to your account.

You are responsible for all activities that occur under your account, except to the extent caused by our breach of these Terms or applicable law.

4. Acceptable Use

You may use the Services only in compliance with these Terms and applicable law.

You may not, and may not permit any third party to:

• use the Services for unlawful, fraudulent, deceptive, or abusive purposes;
• infringe, misappropriate, or violate any person’s intellectual property, privacy, publicity, or other rights;
• upload, transmit, or use content that is unlawful, defamatory, harassing, discriminatory, obscene, or otherwise objectionable;
• use the Services to generate, distribute, or facilitate spam, phishing, malware, or unauthorized surveillance;
• reverse engineer, decompile, disassemble, or attempt to discover source code, underlying models, prompts, system architecture, or non-public components of the Services, except where prohibited by law;
• interfere with or disrupt the integrity, security, or performance of the Services;
• circumvent access controls, rate limits, or security protections;
• use the Services to create competing products or services using our confidential or proprietary materials except as expressly authorized in writing;
• submit sensitive personal data unless specifically authorized by us in writing and covered by an appropriate data processing agreement and security measures; or
• use the Services in any way that could violate export control, sanctions, consumer protection, privacy, employment, anti-discrimination, or AI-related laws.

We may suspend or terminate access if we reasonably believe you have violated this section.

5. Customer Content

“Customer Content” means any data, text, prompts, files, images, audio, video, documents, contact information, configuration data, or other materials that you or your authorized users submit to, upload to, connect to, or process through the Services.

You retain ownership of your Customer Content, subject to the rights you grant to us in these Terms.

You grant Uniqua AI a non-exclusive, worldwide, limited license to host, store, copy, process, transmit, display, modify, and use Customer Content solely as necessary to:

• provide, maintain, support, and improve the Services;
• perform contracted services for you;
• secure and monitor the Services;
• comply with law; and
• enforce these Terms.

You represent and warrant that:

• you have all necessary rights, consents, and permissions to provide Customer Content and permit its processing under these Terms;
• your Customer Content and use of the Services will not violate any law or third-party rights; and
• where required, you have provided all notices and obtained all consents necessary for Uniqua AI and its subprocessors to process personal data on your behalf.

6. AI Outputs and Your Responsibilities

The Services may generate responses, recommendations, summaries, classifications, automations, communications, or other outputs (“Outputs”).

Because AI systems may produce incomplete, inaccurate, or inappropriate content, you acknowledge and agree that:

• Outputs may contain errors, omissions, bias, or outdated information;
• Outputs are provided for informational and operational assistance purposes only;
• you are solely responsible for reviewing, verifying, editing, approving, and deciding whether to use any Output;
• you will not rely on Outputs as a substitute for legal, medical, tax, accounting, HR, compliance, cybersecurity, or other licensed professional advice unless expressly stated otherwise in a separate written agreement; and
• you are solely responsible for decisions, actions, communications, filings, offers, representations, and business outcomes arising from your use of the Services or Outputs.

To the fullest extent permitted by law, Uniqua AI does not guarantee that Outputs will be accurate, unique, available, lawful in every jurisdiction, or fit for any particular purpose.

7. Privacy and Data Protection

Our collection and use of personal data are described in our Privacy Policy, which is incorporated into these Terms by reference.

If you are an individual located in the European Economic Area, United Kingdom, or Switzerland, or if we process personal data subject to comparable privacy laws, we will handle personal data in accordance with applicable data protection law.

Depending on the context, Uniqua AI may act as either:

• an independent controller for personal data we collect for our own business purposes, such as website administration, security, billing, analytics, customer support, marketing where permitted, and legal compliance; or
• a processor/service provider acting on behalf of a customer, where we process personal data in Customer Content according to the customer’s instructions.

If Uniqua AI processes personal data on your behalf as a processor, the parties may enter into a separate Data Processing Agreement (“DPA”). If a DPA applies and conflicts with these Terms regarding personal data processing, the DPA controls to the extent of that conflict.

You agree not to submit special categories of personal data or other sensitive data unless:

• it is necessary for the authorized use case;
• you are legally permitted to do so;
• appropriate notices and consents have been obtained;
• appropriate safeguards are in place; and
• such processing is covered by an applicable written agreement with Uniqua AI.

8. International Data Transfers

You understand that the Services may be provided from the United States and other countries where we or our service providers operate.

If personal data subject to GDPR or similar laws is transferred internationally, we will use an appropriate transfer mechanism where required by law, such as contractual safeguards or another lawful transfer basis.

9. Security

We use reasonable and appropriate technical and organizational measures designed to protect the Services and personal data against unauthorized access, loss, misuse, alteration, and disclosure.

No method of transmission over the Internet or method of storage is completely secure. Accordingly, we cannot guarantee absolute security.

You are responsible for maintaining your own security controls, including device security, access controls, password hygiene, backup practices, and independent review of automations and Outputs.

10. Third-Party Services and Integrations

The Services may interoperate with third-party platforms, software, websites, data providers, payment processors, communication tools, CRM systems, calendar systems, or other services (“Third-Party Services”).

Your use of Third-Party Services is governed by those third parties’ terms and privacy policies, not ours. We are not responsible for Third-Party Services, including their availability, security, legality, content, functionality, or data handling practices.

If you enable an integration or direct us to connect to a Third-Party Service, you authorize us to access and exchange data with that service as necessary to provide the Services.

11. Fees, Billing, and Payment

If you purchase paid Services, you agree to pay all fees, charges, taxes, and applicable expenses described in your order form, proposal, statement of work, online checkout, or other applicable commercial terms.

Unless otherwise stated:

• fees are quoted in U.S. dollars;
• payments are due in advance or as otherwise specified;
• fees are non-refundable except as required by law or expressly stated in writing;
• subscriptions automatically renew for successive terms unless canceled before the renewal date; and
• you authorize us and our payment processors to charge your selected payment method for all amounts due.

We may suspend or terminate paid Services for non-payment after reasonable notice where required by law or contract.

12. Term and Termination

These Terms begin when you first access or use the Services and continue until terminated.

You may stop using the Services at any time.

We may suspend or terminate your access immediately or upon notice if:

• you breach these Terms;
• we reasonably believe your use creates legal, regulatory, security, or reputational risk;
• required by law; or
• we discontinue the Services.

Upon termination:

• your right to use the Services ends immediately;
• each party remains responsible for obligations accrued before termination;
• Sections that by their nature should survive termination will survive, including intellectual property, disclaimers, limitations of liability, indemnification, payment obligations, and dispute-related provisions.

13. Intellectual Property

The Services, including software, models, workflows, templates, interfaces, branding, designs, documentation, text, graphics, and all related intellectual property, are owned by Uniqua AI or its licensors and are protected by law.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable term for your internal business purposes.

You may not use our name, logo, trademarks, or other brand features without our prior written consent.

14. Feedback

If you provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback without restriction or compensation to you.

15. Confidentiality

Each party may receive non-public information from the other party that is designated as confidential or that should reasonably be understood to be confidential (“Confidential Information”).

The receiving party will:

• use Confidential Information only as needed to perform under these Terms;
• protect it using reasonable care; and
• not disclose it to third parties except to employees, contractors, advisers, and service providers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that:

• is or becomes public through no fault of the receiving party;
• was already lawfully known by the receiving party without restriction;
• is lawfully received from a third party without breach of duty; or
• is independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives notice where legally permitted.

16. Compliance With Law

You agree to use the Services in compliance with all applicable laws, regulations, and industry rules, including those related to privacy, consumer protection, employment, telecommunications, marketing, sanctions, and export controls.

You are solely responsible for determining whether your use of the Services, including any automated messages, call flows, AI voice agents, marketing campaigns, customer communications, or recordkeeping practices, complies with laws applicable to your business.

17. No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

UNIQUA AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.

We do not warrant that the Services will meet your requirements or produce any specific financial, commercial, operational, legal, compliance, or marketing result.

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

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNIQUA AI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF UNIQUA AI ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

1. THE AMOUNT YOU PAID TO UNIQUA AI FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
2. ONE HUNDRED U.S. DOLLARS (US $100), IF YOU HAVE NOT PAID ANY FEES.

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law.

19. Indemnification

You will defend, indemnify, and hold harmless Uniqua AI and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any claims, actions, proceedings, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your Customer Content;
• your use of the Services or Outputs;
• your violation of these Terms;
• your violation of applicable law; or
• your infringement or violation of any third-party rights.

20. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

Subject to applicable law, the state and federal courts located in Travis County, Texas will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.

If consumer protection law in your jurisdiction gives you the right to bring disputes locally, nothing in this section limits those mandatory rights.

21. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the revised version on the website and update the “Last Updated” date. Where required by law, we will provide additional notice.

By continuing to use the Services after revised Terms become effective, you agree to the updated Terms.

22. Notices

You agree that we may provide notices to you by email, through the Services, or by posting them on our website.

You may send legal notices to:

Uniqua AI
Email: kimmy@uniquaai.com

23. Contact Information and Privacy Requests

If you have questions about these Terms or want to submit a privacy-related request, contact us at:

Email: kimmy@uniquaai.com

If you are located in a jurisdiction that grants privacy rights, you may have the right to request access to, correction of, deletion of, portability of, or objection to certain processing of your personal data, subject to applicable law and exceptions.

24. Entire Agreement

These Terms, together with our Privacy Policy, any applicable Data Processing Agreement, order form, statement of work, subscription terms, and any other expressly incorporated documents, form the entire agreement between you and Uniqua AI regarding the Services and supersede prior or contemporaneous understandings relating to the same subject matter.

25. Severability and Waiver

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision is not a waiver of our right to do so later.

26. Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent.

We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

27. Electronic Communications

By using the Services, you consent to receive communications from us electronically, including emails, notices, invoices, disclosures, and records, and you agree that such electronic communications satisfy any legal requirement that communications be in writing.

28. Contact Us