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TERMS OF USE

Last Updated: June 26, 2025

Welcome to Teammates.ai! This Terms of Service agreement ("Agreement") governs your purchase and use of our Services.

By clicking a box indicating your acceptance (e.g., "I Agree"), creating an account, or purchasing a subscription to our Services online, you agree to the terms of this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to this Agreement. In that case, the terms "You" or "Your" will refer to that entity. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Services.

This Agreement incorporates our Website Terms of Use and our Privacy Policy, both of which are available on our website and may be updated from time to time. If there is a conflict between this Agreement and any other terms, this Agreement will prevail.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Agreement" means this Terms of Service document and the details of Your Subscription Plan.
"Applicable Law" means all laws, regulations, and rules applicable to Us or You and your use of the Services.
"Beta Service" means a service or feature of Ours that is not generally available to customers and is designated as beta, pilot, evaluation, or similar.
"Confidential Information" has the meaning given in Section 7.
"Documentation" means our user guides and other help materials relating to the Service, as updated from time to time.
"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
"Subscription Plan" means the specific Service package you select during the online ordering process, including the features, usage limits, term, and fees associated with it.
"Service" means the online products and services that you order through a Subscription Plan and that we make available online, as described in the Documentation. The "Service" does not include any professional services or dedicated support unless specified in your Subscription Plan.
"User" means an individual you authorize to use the Service, for whom you have purchased a subscription, and to whom you have supplied a user ID and password. Users may include your employees, consultants, and contractors.
"We," "Us," "Our," or "Teammates.ai," "Teammates AI" means Uktob Inc. or its Affiliates.
"Your Data" means all electronic data and information submitted by or for you to the Service or collected and processed by or for you using the Service.

2. OUR RESPONSIBILITIES

2.1. Provision of the Service

We will:

  • make the Service available to you pursuant to this Agreement and your Subscription Plan;
  • use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we will give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control (a "Force Majeure Event," as described in Section 11.11); and
  • provide the Service in accordance with Applicable Laws.

2.2. Protection of Your Data

We will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Your Data. We will not disclose Your Data except as compelled by law or as expressly permitted in writing by you. Our Privacy Policy further describes how we collect, use, and protect your information.

2.3. Beta Services

From time to time, we may invite you to try Beta Services. You may accept or decline in your sole discretion. Beta Services are for evaluation purposes only, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms. We may discontinue Beta Services at any time and may never make them generally available.

BETA SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND WE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE.

2.4. Free Trial

If you register for a free trial, we will make the Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period, (b) the start date of any purchased Subscription Plan, or (c) termination by us in our sole discretion.

ANY DATA YOU ENTER INTO THE SERVICE DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION PLAN BEFORE THE TRIAL ENDS.

During the free trial, the Service is provided "AS-IS" without any warranty.

3. USE OF THE SERVICE

3.1. Your Responsibilities

You will:

  • be responsible for your Users' compliance with this Agreement and for all activity occurring under your account;
  • be responsible for the accuracy, quality, and legality of Your Data;
  • use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify us promptly of any such unauthorized access or use;
  • use the Service only in accordance with this Agreement, the Documentation, and Applicable Laws.

3.2. Usage Restrictions

You will not (and will not permit any User to):

  • make the Service available to anyone other than your authorized Users;
  • sell, resell, license, sublicense, distribute, rent, or lease the Service;
  • use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights;
  • use the Service to store or transmit Malicious Code;
  • interfere with or disrupt the integrity or performance of the Service;
  • attempt to gain unauthorized access to the Service or its related systems;
  • copy, modify, or create derivative works of the Service or any part, feature, function, or user interface thereof;
  • reverse engineer, decompile, or disassemble the Service; or
  • access the Service to build a competitive product or service.

3.3. Usage Verification

You agree that we may electronically monitor your use of the Services to ensure compliance with your Subscription Plan limits and the terms of this Agreement.

3.4. Suspension

We may suspend your access to the Service if: (a) your use of the Service poses a security risk to us or any third party; (b) you are in breach of Section 3.2 (Usage Restrictions) or Section 4 (Fees and Payment); or (c) we are required to do so by law. We will provide you with notice of any suspension where practicable.

4. FEES AND PAYMENT

4.1. Fees

You will pay all fees specified in your selected Subscription Plan. Fees are based on the Service purchased and not actual usage. Payment obligations are non-cancelable, and fees paid are non-refundable.

4.2. Billing and Payment

You must provide us with valid and current credit card information. You authorize us to charge your credit card for all fees for the initial subscription term and any renewal subscription term(s) as set forth in your Subscription Plan. Charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Subscription Plan. You are responsible for providing complete and accurate billing and contact information and notifying us of any changes.

4.3. Overdue Charges

If we are unable to charge your credit card, we will notify you. If any amount remains overdue for more than ten (10) days, we may, without limiting our other rights and remedies, suspend your access to the Services until the overdue amounts are paid in full.

4.4. Taxes

Our fees do not include any taxes, levies, duties, or similar governmental assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases. If we have a legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate.

4.5. Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

5. TERM AND TERMINATION

5.1. Term of Agreement

This Agreement commences on the date you first accept it and continues as long as you have an active Subscription Plan.

5.2. Term of Subscriptions

The term of each subscription will be as specified in your Subscription Plan (e.g., monthly or annually). Subscriptions will automatically renew for additional periods equal to the expiring subscription term, at our then-current pricing, unless you cancel your subscription through your account settings before the end of the current term.

5.3. Termination for Cause

A party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure that breach within thirty (30) days of receiving written notice.

5.4. Termination by Us

We may terminate this Agreement or your access to the Service at any time for any reason by providing you with at least thirty (30) days' written notice. We may also terminate this Agreement immediately if you fail to pay any fees when due or breach the usage restrictions in Section 3.2.

5.5. Effect of Termination & Data Portability

Upon termination or expiration of this Agreement, your right to access and use the Service will immediately cease. For thirty (30) days after the effective date of termination, we will make Your Data available to you for export or download upon request. After that 30-day period, we will have no obligation to maintain or provide Your Data and may delete or destroy all copies, unless legally prohibited. We may retain Your Data in an anonymized format for our own analytics and service improvement purposes.

5.6. Survival

The following sections will survive any termination or expiration of this Agreement: 1, 4, 5.5, 5.6, 6, 7, 8, 9, 10, and 11.

6. PROPRIETARY RIGHTS AND LICENSES

6.1. Our Intellectual Property

We and our licensors own all right, title, and interest in and to the Service, Documentation, and all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.

6.2. License to Use Your Data

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display Your Data as reasonably necessary for us to provide the Service in accordance with this Agreement.

6.3. License to Use Your Feedback

You grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or your Users relating to the operation of the Service.

6.4. License to Use Your Name/Logo

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications. You may revoke this right at any time by submitting a written request to us.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Discloser") to the other party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Our Confidential Information includes the Service and its pricing. Your Confidential Information includes Your Data.

7.2. Protection

The Recipient will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) to (a) not use any Confidential Information for any purpose outside the scope of this Agreement, and (b) limit access to Confidential Information to those of its employees and contractors who need that access and who are bound by confidentiality obligations.

7.3. Compelled Disclosure

The Recipient may disclose Confidential Information if required by law, provided it gives the Discloser prior notice (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.

8. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties

We warrant that the Service will perform materially in accordance with the applicable Documentation. For any breach of this warranty, your exclusive remedy will be for us to use commercially reasonable efforts to correct the non-conforming Service, or if we cannot do so, to terminate your subscription and refund you any prepaid, unused fees covering the remainder of the term.

8.2. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS." WE MAKE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. INDEMNIFICATION BY YOU

You will defend, indemnify, and hold us harmless from and against any claim, demand, suit, or proceeding made or brought against us by a third party arising from or related to (a) Your Data, (b) your breach of this Agreement or Applicable Law, or (c) your use of the Service in a manner not authorized by this Agreement.

10. LIMITATION OF LIABILITY

10.1. Exclusion of Indirect Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

10.3. Exceptions

The limitations in this Section 10 will not apply to your payment obligations, your indemnification obligations, or a violation of the other party's intellectual property rights.

11. GENERAL PROVISIONS

11.1. Governing Law and Jurisdiction

This Agreement will be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of this Agreement will be instituted exclusively in the federal or state courts located in Wilmington, Delaware.

11.2. Notices

All notices to us should be sent to legal@teammates.ai. All notices to you will be sent to the email address associated with your account or by posting within the Service. You are responsible for keeping your email address current.

11.3. Modifications

We may modify this Agreement from time to time. We will provide you with notice of any material changes by email or by posting a notice within the Service. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified terms.

11.4. Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without your consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

11.5. Entire Agreement

This Agreement is the entire agreement between you and us regarding your use of the Service and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

11.6. Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.7. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11.8. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.9. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

11.10. Export Compliance

You will comply with all applicable export laws and regulations. You represent that you are not named on any U.S. government denied-party list.

11.11. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, or accidents.

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