Draft for legal review. Written to match how UP works today. Text in [brackets] is filled in before launch.
Terms of use
These terms are an agreement between you and Otto Technologies Limited (trading as UProject), company number 17480128, registered office: Unit 9 Wilderbrook Way, Mullacott Cross Industrial Estate, Ilfracombe, England, EX34 8FN (“we”, “us”, “our”). They cover UP, a product of Otto Technologies: the website uproject.ai, the UP apps on iPhone, iPad, Mac and the web, and the services they provide (together, “UP”). By creating an account or using UP you agree to these terms, to the acceptable use policy, and, if you subscribe, to the UP Pro terms in section 9. Please read them; they include limits on our liability (section 14). Our privacy policy explains how we use personal data. If you do not agree, please do not use UP.
The short version
- UP is an AI assistant. Its answers can be wrong; check anything important, and don’t treat it as professional advice or an emergency service.
- You own what you type and, as far as the law allows, what UP writes for you. You give us the permissions we need to run UP, and to improve it if you leave learning on.
- Use UP lawfully and safely, as the acceptable use policy sets out.
- UP Pro renews monthly until you cancel; you can cancel at any time.
- If you’re a consumer, nothing here takes away your legal rights.
1. Words used in these terms
- “Your content”: anything you type, upload, say or share with UP, including messages, files, photos, ratings, corrections and contributions.
- “Output”: what UP produces for you, including answers, drafts, code, summaries and images.
- “Consumer”: someone using UP for purposes wholly or mainly outside their trade, business, craft or profession.
- “Business user”: anyone else, including someone using UP for their work.
2. What UP is
UP is an AI assistant. It answers questions using exact tools (for example maths, units, dates, currency, tax, nutrition, places and a dictionary), reference information from public sources, searches of the web and other information services, and AI language models, including openly published models run for us by AI infrastructure providers and models of our own. It shows how answers were made and checks some statements against their sources. UP is in beta: features may be incomplete, change, or be withdrawn, and some parts are marked as samples.
3. AI answers: please read
- Answers can be wrong. AI output can be inaccurate, incomplete, out of date, or offensive, even when UP has checked it and even when it sounds confident. Use your own judgement and check anything important, especially before acting on it.
- Not professional advice. Health, medical, legal, tax, financial, investment, safety and other answers are general information, not advice for your situation, and don’t create any professional relationship. Speak to a qualified professional before making decisions that matter.
- Not an emergency service. If someone may be in danger, call your local emergency number (999 or 112 in the UK). UP’s first-aid and crisis guidance is a help while you wait, not a replacement.
- Code. Review and test any code, commands or formulas UP produces before you use them, and keep backups. You are responsible for what you run.
- Figures and sources. Prices, opening times, tax, currency, travel times and other figures depend on sources that change. UP shows its sources and when it checked them, so you can confirm them.
- Third-party content. UP may summarise or link to other websites and services. We don’t control them and aren’t responsible for their content, availability or practices.
- Similar output. Because of how AI works, UP may give other people output similar or identical to yours.
- Your decisions. You are responsible for how you use output, including making sure it’s suitable for your purpose and that your use is lawful and doesn’t infringe anyone’s rights.
4. Your account
- You must be 13 or older, or older where your country requires it (16 in some EU countries) unless a parent or guardian agrees. If you use UP for an organisation, you confirm you’re allowed to accept these terms for it.
- Give accurate details and keep them up to date. Keep your sign-in secure and don’t share your account. You are responsible for what happens under your account; tell us straight away at [email protected] if you think someone else has used it.
- You can delete your account at any time from Settings or your account page.
5. What you can and cannot do
Use UP lawfully and follow the acceptable use policy. In particular, you must not:
- use UP to harm people, break the law, infringe others’ rights, harass anyone, or deceive others (including passing off AI output as a human professional’s advice);
- attack, overload, probe or interfere with UP or the systems behind it, or get around its safety measures, usage limits, or access controls;
- access UP by automated means (bots, scrapers, crawlers) except through features we provide for that, or copy, extract or collect UP’s content, output or data at scale;
- use UP or its output to build, train or improve a competing AI model or service, or extract UP’s models, prompts or methods;
- copy, modify, reverse engineer, decompile or resell UP or any part of it, except as the law allows despite this term;
- upload anything you don’t have the right to share, or that contains malware.
6. Your content and output
- You own your content. You give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display your content, and to have our service providers do so, as needed to run UP for you, keep it safe and meet our legal duties. This licence ends when your content is deleted, except for copies we must keep by law or that are in backups being overwritten.
- Improving UP. If you leave “Help UP learn from my chats” on, you also allow us to use your content and output, with personal details removed, to train, test and improve UP’s own models, as the privacy policy describes. You can turn this off at any time.
- Output. As between you and us, and as far as the law allows, you own the output UP produces for you, and we assign to you any rights we have in it. We don’t promise that output is protected by copyright or that it doesn’t infringe anyone else’s rights.
- Contributions. Content you choose to share with the community is published under the licence you pick when you share it, with the name you choose.
- Feedback. If you send us ideas or suggestions, we may use them without any duty to you.
- Your promises. You confirm you have the rights needed for your content, and that it and your use of UP follow these terms and the law.
- Removal. We may remove or refuse content that we reasonably believe breaks these terms or the law.
7. UP belongs to us
UP, its software, design, models, tools, directory and content (other than your content and output) belong to us or our licensors and are protected by intellectual property laws. We give you a personal, non-exclusive, non-transferable, revocable licence to use UP for your own purposes under these terms. “UP”, “UProject” and our logos are our marks; please don’t use them without permission. Parts of UP use open-source software and openly published models under their own licences, which are available on request.
8. Services provided by others
UP relies on other companies to run parts of the service, including hosting, AI infrastructure, information services, sign-in and payments. We choose them carefully, but their services can be interrupted or change. Where UP connects you to a service you use directly (for example a booking site, a shop or a map), that service’s own terms apply and we aren’t a party to them. Links and suggestions are not endorsements, and some links to shops may earn us a commission.
9. UP Pro
- Subscription. UP Pro is a monthly subscription that renews automatically at the end of each month until you cancel. Prices and what Pro includes (for example its daily allowances) are shown before you buy. Prices include VAT where it applies.
- Billing. On the website it is billed by Stripe; on iPhone, iPad and Mac App Store purchases by Apple, under Apple’s terms. You authorise the charge each month until you cancel.
- Cancelling. You can cancel at any time (on the website from your account page; for Apple purchases in your Apple account’s subscriptions). You keep Pro until the end of the month you’ve paid for, and aren’t charged again.
- Your right to cancel (UK and EU consumers). You may cancel within 14 days of first subscribing. By starting Pro straight away you ask us to begin the service during those 14 days; if you then cancel, we refund what you paid less a proportionate amount for the days you had Pro [legal review]. Apple purchases are refunded through Apple, under its rules.
- Price changes. We may change the price of Pro. We will tell you at least 30 days before a new price applies to you, and you can cancel before it does.
- Allowances. Pro’s daily allowances are for one person’s normal use. We may change them with reasonable notice; if a change materially reduces what Pro gives you, you may cancel and receive a proportionate refund of what you’ve paid for the rest of that month.
- Failed payments. If a payment fails, Pro may stop until it is paid.
- Your statutory rights. As a consumer, UP Pro must be supplied with reasonable care and skill and match its description, and you have legal remedies if it doesn’t. Nothing in these terms affects those rights.
10. Credits
Credits for contributions are a planned feature and are shown as samples. They have no cash value, can’t be transferred or exchanged, and give no rights until the credits programme launches with its own rules.
11. Availability and changes to UP
We work to keep UP available, fast and accurate, but we can’t promise it will always be available, uninterrupted or free of errors. We may need to pause UP for maintenance, security or reasons outside our control. We may change, add or remove features, models and providers. If a change materially and adversely affects UP Pro, we will tell you in advance where we can, and you may cancel and receive a proportionate refund.
12. Changes to these terms
We may update these terms, for example to reflect changes to UP or the law. The date at the top shows the current version. We will tell you about material changes by email or in the app at least 30 days before they take effect (or sooner where the law or security requires), and ask you to accept them where needed. If you don’t agree, you can stop using UP and delete your account before they take effect.
13. Suspending and ending
- You can stop using UP and delete your account at any time.
- We may suspend or close your account, or limit what it can do, if you seriously or repeatedly break these terms, if your use puts others or UP at risk, if we must by law, or if your account has been inactive for over two years (we’ll email you first). Where it’s reasonable, we will tell you why and give you a chance to put things right first.
- If we close your account without a good reason under these terms, we will refund any Pro fees you’ve paid for time you won’t receive.
- When your account ends, your licence to use UP ends, and we delete your data as the privacy policy describes. Sections 3, 6, 7, 14, 15 and 17 continue to apply.
14. Our responsibility to you
Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law, including your statutory rights as a consumer.
If you are a consumer
- We are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or failing to use reasonable care and skill. We are not responsible for loss or damage that is not foreseeable.
- UP is for domestic and private use. We are not responsible for loss of profit, loss of business, business interruption or loss of business opportunity.
- If UP’s digital content damages a device or digital content belonging to you because we didn’t use reasonable care and skill, we will repair the damage or pay you compensation.
- Because UP is free to use without Pro, and because AI answers can be wrong (section 3), we are not responsible for decisions you make or actions you take based on output without checking it where section 3 tells you to, to the extent the law allows.
- Apart from the above, our total liability to you for all claims connected with UP in any 12 months is limited to the greater of £100 and the fees you paid us for UP Pro in those 12 months [legal review for each launch country].
If you are a business user
- UP and its output are provided “as is” and “as available”. To the extent the law allows, we exclude all implied conditions, warranties and terms, including as to quality, fitness for purpose, accuracy and non-infringement.
- We are not liable for any loss of profit, revenue, business, goodwill, data or anticipated savings, or for any indirect or consequential loss, however caused.
- Our total liability for all claims connected with UP in any 12 months is limited to the greater of £100 and the fees you paid us in those 12 months.
- You will reimburse us for reasonable losses and costs (including legal fees) arising from your breach of these terms or from claims by others about your content or your use of output.
15. Events outside our control
We are not responsible for delays or failures caused by events outside our reasonable control, such as failures of the internet, power or our providers, attacks, natural events, war, strikes or acts of government. If such an event affects UP Pro for more than 14 days in a row, you may cancel and receive a proportionate refund.
16. Dealing with other people through UP
UPTable, UP Events, UP Courts, UP Pros, UP Lifts, UP Homes and UP market connect you with businesses and people. When you book a table, buy a ticket, book a court, a lesson or a service, take a lift, rent or stay in a home, or buy or sell something, the agreement for it is between you and the other side, not with us: they are responsible for what they provide, and you for what you promise. We provide the place to find each other, book and keep track, and we can remove listings or accounts that break these terms or the law.
- If you list something, you must have the right to, describe it honestly and follow the law that applies to it. That includes, for homes in England, the rent being the advertised rent with no bidding, deposits of at most five weeks’ rent in a government-backed scheme and no fees; for lifts, sharing costs only (UP caps each seat at a share of the fuel), never profit, which would need a private hire licence; for short stays in London, the 90-night limit; and any licence, registration or insurance your work needs.
- Pros keep 90% of what they charge; every paid pro gives an hour a month free, as UP Pros explains.
- No money passes through UP yet: you pay or are paid the way the booking says. When payments through UP start, these terms will set out how they, refunds and our fee work.
- Some of these need UP Pro and an ID check, as the app says before you start.
17. Complaints and disputes
If you have a complaint, please email [email protected] and we will try to resolve it quickly; we aim to reply within 14 days. If we can’t resolve it, you may be able to use an alternative dispute resolution scheme, and you can always go to court.
These terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction. If you are a consumer living in Scotland or Northern Ireland, you may also bring proceedings in your local courts. If you are a consumer living in the EU, you keep the protection of the mandatory laws of the country where you live and may bring claims in its courts.
18. General
- Whole agreement. These terms, the acceptable use policy and, for Pro, what you see when you buy, are the whole agreement between you and us about UP. As a consumer, this doesn’t remove anything we’ve told you that the law treats as part of the agreement.
- Transfer. We may transfer our rights and duties under these terms to another organisation, for example if UP is sold; we will tell you, and it won’t reduce your rights. You may not transfer yours without our agreement.
- If part is invalid, the rest still applies.
- If we don’t enforce a right straight away, we can still do so later.
- No one else has rights under these terms, except as section 18 provides for Apple.
- Notices. We will contact you at the email address on your account or in the app; you can contact us at the addresses in section 19.
- Language. These terms are in English. If we provide a translation, the English version applies where they differ, unless the law says otherwise.
19. If you got UP from Apple’s App Store
- These terms are between you and us, not Apple. Apple is not responsible for UP or its content.
- Your licence to the app is limited to using it on Apple devices you own or control, as Apple’s Usage Rules allow.
- Apple has no duty to provide maintenance or support for the app.
- If the app fails to meet any warranty that applies, you may tell Apple, and Apple will refund the purchase price of the app (if any); to the extent the law allows, Apple has no other warranty duty for the app.
- Apple is not responsible for any claims about the app or your use of it, including product liability, failure to meet legal or regulatory requirements, consumer protection or privacy claims, or claims that the app infringes anyone’s intellectual property; we are responsible for those as these terms set out.
- You confirm you are not in a country under a US government embargo, or on a US government list of prohibited or restricted parties.
- Apple and its subsidiaries are third-party beneficiaries of these terms and may enforce them against you.
20. Contact
Otto Technologies Limited (trading as UProject), company number 17480128, registered office: Unit 9 Wilderbrook Way, Mullacott Cross Industrial Estate, Ilfracombe, England, EX34 8FN. Registered in England and Wales. Email [email protected]; for anything about your data, [email protected].