Ultimia Ultimia Beta

Terms and Conditions

Effective date: March 10, 2026

Effective Date: March 10, 2026
Last Updated: March 10, 2026

These Terms and Conditions (the "Terms") govern access to and use of Ultimia's software and related services, including memberships (subscription plans), credit purchases, and support features (collectively, the "Services"). By creating an account, selecting a plan, purchasing credits, or using the Services, you agree to these Terms.

If you do not agree, do not use the Services.

1. Contracting Entities

The Services are offered through:

  1. Ultimia Inc., a corporation incorporated under the Canada Business Corporations Act, with registered office in Ontario, Canada.
  2. Ultimia LLC (also referred to as Ultimia, LLC), a Montana limited liability company in the United States.

2. Contracting Entity Determination

The "Contracting Entity" for your account is determined in this order:

  1. The entity named in your signed order form (if any).
  2. If no order form exists, the entity shown at checkout when you start paid services.
  3. If no checkout applies, the entity associated with your billing country on file at account creation.

Tie-breaker rule: If records conflict, the most recent paid invoice controls.

3. Eligibility and Authority

You must be legally capable of entering a binding contract. If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization.

4. Accounts and Security

You must provide accurate information and keep it current. You are responsible for credentials, account access, and all activities under your account.

5. Service Scope and Plan Rules

Features, limits, and entitlements depend on your selected plan and may differ by account type. Current plan details are those shown in-product or in your order form at purchase.

6. Order of Precedence

If terms conflict, this priority applies:

  1. Signed order form or master services agreement.
  2. Checkout page terms and plan/price terms shown at purchase.
  3. These Terms.
  4. Marketing pages and help-center descriptions.

7. Billing, Renewal, and Taxes

Paid plans are billed through Stripe or another designated processor.

  1. Recurring plans renew automatically at the billing interval shown at checkout unless cancelled before renewal.
  2. You authorize recurring charges for subscription fees, plus applicable taxes.
  3. Taxes (including GST/HST/PST/QST/sales tax, as applicable) are added where legally required.
  4. Billing method updates, invoices, and cancellation controls are provided through the billing portal or in-app billing settings where available.

8. Cancellation and Downgrade Timing

  1. If cancellation/downgrade is submitted before the next renewal timestamp shown in billing settings, the change applies at the end of the current billing period.
  2. If submitted after renewal processing has started, the change applies at the end of the next billing period.
  3. No retroactive cancellation is provided unless required by applicable law.

9. Credits Definition and Use

"Credits" are non-cash, limited-use account units that permit usage of certain metered features.

  1. Credits may be granted through plan allocations, one-time purchases, promotions, refunds, or adjustments.
  2. Credit balances are tracked at workspace/account level.
  3. Metered actions and credit costs are those published in-product at the time of use.

10. Credit Lifecycle (Reset, Expiry, Reversal)

  1. Monthly included credits reset each billing cycle unless your plan terms expressly state otherwise.
  2. Included monthly credits that are not used before reset expire and do not roll over unless expressly stated in your plan terms.
  3. Purchased credits remain available unless and until consumed, reversed, or expired under disclosed product or promotional rules.
  4. Credits may be reversed or adjusted for chargebacks, payment reversal, fraud, abuse, duplicate grants, system error, or legal compliance.
  5. Credits are not legal tender, have no cash redemption value, and are non-transferable unless required by law.

11. Refund Matrix

Unless required by law or explicitly stated in a signed commercial agreement:

  1. Subscription fees already paid for a billing period are non-refundable.
  2. Unused included monthly credits are non-refundable.
  3. Used credits are non-refundable.
  4. Purchased credits are non-refundable after purchase completion.
  5. If Ultimia grants a discretionary refund, related credits may be removed or reversed.

12. Promotions and Promo Codes

Promotions and promo codes are subject to eligibility rules, validity periods, plan restrictions, and anti-abuse controls.

  1. Promo benefits may include bonus credits or subscription discounts.
  2. Promo benefits have no cash value unless required by law.
  3. Ultimia may deny, revoke, or reverse promo benefits obtained through error, abuse, fraud, or Terms violations.

13. Consumer Rights

Nothing in these Terms limits non-waivable consumer rights under applicable law, including Canadian federal/provincial/territorial consumer law and applicable U.S. consumer law.

For Quebec consumers and other jurisdictions with mandatory distance/internet contracting rights, statutory disclosure, cancellation, refund, and chargeback rights apply and prevail where required.

14. Privacy, Communications, and Cross-Border Processing

Your use of Services is also subject to Ultimia's Privacy Policy.

  1. Ultimia may process and store data in Canada and the United States, including through subprocessors.
  2. Subprocessors may include infrastructure and hosting providers (including Amazon Web Services), payment processors, communications providers, security providers, and AI service providers used to deliver requested features.
  3. Data transferred across borders may be subject to lawful access requests by courts, regulators, and law-enforcement authorities in those jurisdictions.
  4. Marketing communications are consent-based where legally required.
  5. Transactional communications (security, billing, legal notices, service operations) may be sent regardless of marketing preferences.
  6. Electronic messages are managed in compliance with applicable anti-spam law, including CASL where applicable.

15. Acceptable Use

You may not:

  1. use the Services for unlawful, fraudulent, deceptive, or abusive conduct;
  2. circumvent access controls, metering, or security;
  3. upload or process content without lawful rights;
  4. infringe third-party rights;
  5. interfere with service integrity or availability.

Ultimia may suspend or terminate access for violations, payment default, legal compliance, or security risk.

16. AI Output and Professional Advice Disclaimer

AI-generated content may be inaccurate, incomplete, or unsuitable for your use case.

  1. You are solely responsible for reviewing and validating outputs before use.
  2. The Services do not provide legal, tax, accounting, medical, investment, or other regulated professional advice.
  3. You must not rely on AI outputs as a substitute for qualified professional advice.

16A. Expert Panel Simulations and Named Individuals

Ultimia may offer "expert panel," "advisor," or "debate" features that simulate viewpoints, reasoning styles, or communication patterns associated with recognized roles or public figures.

  1. These experts are AI-generated simulations and not real-time participation by any person.
  2. Outputs do not represent the personal opinions, legal views, or endorsements of any real individual referenced by name, likeness, background, or public work.
  3. References to real people are used for contextual simulation only and do not create affiliation, sponsorship, partnership, employment, agency, or approval by those persons.
  4. You must not market, publish, or represent generated outputs as if they were authored, approved, or endorsed by the real individuals being simulated.

17. Intellectual Property

Ultimia and its licensors retain all rights in the Services and platform IP. Subject to these Terms and fees paid, Ultimia grants you a limited, non-exclusive, non-transferable right to access and use the Services for internal business purposes.

18. Your Content and License

You retain ownership of your content. You grant Ultimia a non-exclusive license to host, process, transmit, display, and back up your content solely to provide, secure, maintain, improve, and legally operate the Services.

19. Warranty Disclaimer

To the fullest extent permitted by law, Services are provided "as is" and "as available" without warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or error-free operation.

20. Limitation of Liability

To the fullest extent permitted by law:

  1. Ultimia is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, goodwill, data, or business opportunity.
  2. Ultimia's aggregate liability for all claims arising from or related to the Services is limited to the fees paid by you to Ultimia for the Services in the 12 months before the event giving rise to the claim.

This section does not limit liability that cannot be excluded or limited by law.

21. Liability Carve-Outs and Surviving Obligations

The following are not waived by termination and remain enforceable:

  1. your payment obligations for charges validly incurred;
  2. your indemnity obligations;
  3. confidentiality and data-protection obligations;
  4. intellectual property ownership and license restrictions;
  5. dispute resolution, governing law, and notice provisions.

22. Indemnity

You agree to defend, indemnify, and hold harmless Ultimia and its affiliates, officers, directors, employees, and agents against third-party claims, losses, and costs (including reasonable legal fees) arising from your unlawful use of Services, your content, or your breach of these Terms.

23. Governing Law and Venue

  1. For customers whose Contracting Entity is Ultimia Inc.: Ontario law and federal law of Canada applicable in Ontario govern these Terms.
  2. For customers whose Contracting Entity is Ultimia LLC: Montana law governs these Terms.

Venue:

  1. Claims against Ultimia Inc.: courts of Ontario, Canada.
  2. Claims against Ultimia LLC: state or federal courts located in Montana, USA.

Mandatory consumer law venue or rights prevail where applicable.

24. Notices

  1. Ultimia may send notices by email to the primary account email, in-product banners, or billing portal message.
  2. Email notices are deemed received on transmission date unless bounced.
  3. Legal notices to Ultimia must be sent to the legal notice addresses below and a copy by email to legal@ultimia.com.

Legal notice addresses:

  • Ultimia Inc.: 101 Dundas St W, Suite 300, Whitby ON L1N 2M2, Canada
  • Ultimia LLC: 127 N Higgins Ave, Ste 307D 201, Missoula, MT 59802, USA

25. Changes to Terms

  1. Ultimia may update these Terms from time to time.
  2. For material changes that adversely affect customer rights, Ultimia will provide at least 15 days' advance notice by email or in-product notice, unless immediate change is required by law, security, or fraud prevention.
  3. Continued use after the effective date of updated Terms constitutes acceptance.

26. Entire Agreement

These Terms, together with applicable order forms, checkout terms, and policies incorporated by reference, form the entire agreement between you and Ultimia regarding the Services.

27. Contact

General support and legal inquiries: legal@ultimia.com or support@ultimia.com.