UG Labs Terms of Service

Last Updated: February 10th, 2026

These Terms of Service ("Terms") govern your access to and use of the UG Labs platform, including the UG Console (Maya AI design assistant), SDK, API, documentation, and related developer tools and services (collectively, the "Services") provided by Universal Grammar Ltd. ("UG Labs," "we," "us," or "our"). Please read these Terms carefully before using the Services.

1. Acceptance of Terms

By accessing or using the Services, you ("Developer" or "you") agree to be bound by these Terms (including the Data Processing Agreement) and our API Privacy Policy. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "Developer" shall include that organization.

If you do not agree to these Terms, you may not access or use the Services.

2. License and Usage Rights

2.1 License

Subject to your compliance with these Terms, UG Labs grants you a limited, revocable, non-exclusive, non-transferable license to:

• Integrate and use the SDK and API solely for the purpose of developing approved applications in accordance with these Terms;
• Use the UG Console and Maya AI design assistant to design, create, and manage conversational experiences for deployment on approved applications in accordance with these Terms.

2.2 Restrictions

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

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SDK or API;
• Modify, adapt, translate, or create derivative works based on the SDK or API;
• Use the SDK or API to build a product or service that competes with UG Labs;
• Circumvent or attempt to circumvent any authentication, usage controls, or rate limits imposed by UG Labs;
• Store or transmit malicious code, viruses, or any harmful content through the Services;
• Use the Services in violation of any applicable law, including but not limited to the Children's Online Privacy Protection Act (COPPA) and the General Data Protection Regulation as applied to children (GDPR-K);
• Remove, obscure, or alter any proprietary notices, labels, or markings on the SDK, API, or documentation;
• Process real children's data in non-production environments, as further described in Section 3.3;
• Circumvent, disable, or interfere with safety policies enforced by UG Labs at design time or runtime;
• Use the Console or Maya to design experiences intended to harm, exploit, or endanger children;
• Use the Services to collect or process children's data without required regulatory compliance, including verifiable parental consent;
• Use data processed through the Services in a manner that contradicts UG Labs' API Privacy Policy;
• Deploy experiences to end users without applicable privacy policies, consent mechanisms, and age-appropriate safeguards;
• Claim AI-generated outputs as solely human-created where disclosure is required by law.

2.3 Attribution

Upon UG Labs' request, you agree to display "Powered by UG Labs" or a similar attribution as specified by UG Labs in a visible and appropriate location within your application.

3. Developer Responsibilities

3.1 Compliance

You bear sole responsibility for the design, development, operation, and legal compliance of your application built using the Services. This includes, but is not limited to, obtaining verifiable parental consent where required by applicable law before collecting, using, or disclosing personal information from children.

3.2 Privacy Notice

You must maintain a clear and accessible privacy notice that explains how your application interacts with UG Labs' API, what data is collected and processed, and includes a link to UG Labs' API Privacy Policy.

3.3 Environment Restriction

You must NOT run or test the SDK on actual children's data in staging environments (stg.*.uglabs.app). All production traffic involving real child users must exclusively use production environments (prd.*.uglabs.app). Violation of this requirement may result in immediate suspension or termination of your access to the Services.

3.4 Safety & Parental Escalation

You acknowledge that UG Labs enforces safety policies at both design time (through the Console) and runtime (through the platform). When the UG Labs platform identifies an interaction requiring parental attention, you must implement a mechanism — whether built by you, provided by UG Labs, or through an external partner — to surface that escalation to the parent or guardian in a timely manner.

3.5 Regulatory Compliance

You are responsible for ensuring that your application meets all applicable regulatory requirements before deploying experiences to end users, including privacy policies, parental consent mechanisms, and age-appropriate safeguards.

4. Data and Privacy

4.1 Runtime Data (Children's Data)

Data processed through the SDK and API in connection with end-user applications — including children's voice recordings, first names, language preferences, and session data — is governed by the API Privacy Policy. UG Labs acts as data processor and maintains COPPA and GDPR-K compliance for its infrastructure and services. You are responsible for ensuring compliance on your side of the application, including parental consent flows, privacy notices, and data handling within your own systems.

4.2 Developer Data

Data collected from developers and studios through their use of the Services — including account information, API usage data, design assets, Maya interactions, billing information, and support communications — is processed by UG Labs as described in the Data Processing Agreement (Appendix A). Developer data relates to adult professionals and is not subject to COPPA.

4.3 Security

All personal data transmitted through the Services is protected by TLS encryption in transit and strict access controls at rest. UG Labs maintains industry-standard security measures to protect the confidentiality and integrity of all data processed through the Services.

5. Artificial Intelligence

5.1 AI-Generated Output

The Services use artificial intelligence, including large language models, to generate conversational responses, design suggestions, images, and other content ("AI Output"). AI Output may be inaccurate, incomplete, or inappropriate despite UG Labs' safety measures. You are responsible for reviewing and validating AI Output before deploying it to end users.

5.2 Safety Enforcement

UG Labs applies safety policies to all AI interactions at both design time (Console/Maya) and runtime (SDK/API). These policies are designed to protect children and ensure responsible AI use. UG Labs may update safety policies at any time. You acknowledge that safety enforcement may restrict or modify AI Output.

5.3 Limitations of AI Output

UG Labs implements comprehensive safety measures to ensure AI Output is appropriate and safe for children. However, no AI system can guarantee perfect accuracy or safety in all circumstances. UG Labs shall not be liable for harm arising from AI Output that bypasses safety measures despite commercially reasonable efforts. You are encouraged to review experience designs and monitor deployed interactions.

5.4 Training Data

UG Labs does not use your proprietary content, design assets, or end-user data to train AI models without your explicit consent. Anonymized and aggregated usage data may be used to improve the platform as described in the API Privacy Policy.

6. Account, API Keys & Rate Limits

6.1 Rate Limits

Rate limits for the Services are specified in your plan or as published in the API documentation. If you exceed applicable rate limits, UG Labs may throttle, suspend, or require you to upgrade to a higher-tier plan.

UG Labs reserves the right to throttle, suspend, or terminate your access to the Services for continued or repeated rate-limit violations.

6.2 Key Security

You are solely responsible for maintaining the security and confidentiality of your API keys and account credentials. All activity that occurs under your credentials is your responsibility, regardless of whether such activity was authorized by you. You must notify UG Labs immediately of any unauthorized use of your credentials.

7. Fees and Payment

Use of the Services beyond the free tier, or subscription to paid plans, requires payment in accordance with the applicable usage plan or pricing schedule. The Services operate on a credit-based consumption model — AI interactions, including Maya design sessions, runtime conversations, and image generation, consume credits as specified in your plan. Credit usage is visible through the Console dashboard. UG Labs reserves the right to update pricing at any time upon reasonable advance notice to you. Continued use of the Services following a pricing update constitutes acceptance of the revised pricing.

8. Intellectual Property

8.1 UG Labs IP

UG Labs and its licensors retain all right, title, and interest in and to the SDK, API, Console, documentation, and all related intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets. Nothing in these Terms transfers any ownership rights to you.

8.2 Developer Applications

You retain all right, title, and interest in and to your applications and your data, subject to the licenses granted herein and any rights granted to UG Labs under these Terms or the applicable privacy policies.

8.3 Developer-Created Content

You retain all right, title, and interest in characters, personas, conversation designs, and other creative content you create using the Console and Maya ("Developer Content"). By using the Services, you grant UG Labs a non-exclusive, worldwide license to host, deploy, and transmit Developer Content solely for the purpose of providing the Services.

8.4 AI-Assisted Creation

Content created with assistance from Maya or other AI features of the Services is considered Developer Content. UG Labs does not claim ownership of AI-assisted output generated at your direction.

9. Confidentiality

You acknowledge that, in connection with your use of the Services, you may receive or have access to non-public information regarding the SDK, API, Console, UG Labs' systems, business operations, or technology ("Confidential Information"). You agree not to disclose, publish, or disseminate any Confidential Information to any third party without the prior written permission of UG Labs. This obligation survives termination of these Terms.

10. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights;
• Collect or process children's data in a deceptive, misleading, or unsafe manner;
• Generate, distribute, or facilitate the creation of harmful, abusive, or exploitative content;
• Design or deploy experiences that violate applicable child safety laws or regulations;
• Use the Console to generate, store, or distribute content that sexualizes, exploits, or endangers minors;
• Attempt to disrupt, degrade, or interfere with the Services, infrastructure, or other users' access to the Services;
• Engage in any activity that could damage, disable, overburden, or impair the Services.

UG Labs reserves the right to suspend or terminate your access to the Services immediately and without prior notice if you breach this Acceptable Use policy.

11. Termination

Either party may terminate these Terms upon written notice to the other party. UG Labs may suspend or terminate your access to the Services immediately and without prior notice in the event of:

• A material breach of these Terms;
• Exceeding rate limits or usage thresholds without payment;
• A security risk or threat to the Services or other users.

Upon termination, you must immediately cease all use of the Services and delete all copies of the SDK, API keys, and any related materials in your possession or control. UG Labs will make your Developer Content available for export for a period of 30 days following termination. After this period, UG Labs may delete Developer Content in accordance with the DPA. Active runtime deployments will be suspended upon termination.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UG LABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UG LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UG LABS' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO UG LABS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL UG LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

14. Indemnification

You agree to indemnify, defend, and hold harmless UG Labs and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services;
• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Any claim that your application or content infringes or misappropriates any third-party intellectual property or other rights.

15. Compliance and Audit

UG Labs may, upon reasonable notice, request evidence of your compliance with these Terms, including but not limited to documentation of parental consent mechanisms, data handling practices, and application security measures. You agree to cooperate with UG Labs in good faith to provide such evidence and to facilitate any compliance review or audit.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the competent courts located in Tel Aviv-Yafo, Israel.

17. Changes to the Terms

UG Labs reserves the right to amend or update these Terms from time to time. Material changes will be communicated to you via email notification or through a notice on the UG Labs developer dashboard. Your continued use of the Services after such notification constitutes acceptance of the revised Terms.

18. Contact

If you have any questions or concerns about these Terms, please contact us:

Universal Grammar Ltd.
11 Amos Oz
Hertzliya, Israel 4651641
Email: privacy@uglabs.io
Phone: +1 (646) 736-4500

Appendix A — Data Processing Agreement (DPA)

Last Updated: February 10th, 2026

This Data Processing Agreement ("DPA") forms part of the UG Labs Terms of Service ("Terms") between Universal Grammar Ltd. ("UG Labs," "Data Processor") and the Developer ("Data Controller") and governs the processing of personal data in connection with the Services.

1. Definitions

In this DPA, the following terms shall have the meanings set forth below:

• "Personal Data" means any information relating to an identified or identifiable natural person processed by UG Labs on behalf of the Developer through the Services.
• "Processing" means any operation or set of operations performed on Personal Data, including collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, erasure, or destruction.
• "Sub-Processor" means any third party engaged by UG Labs to process Personal Data on behalf of the Developer.
• "Data Subject" means the identified or identifiable natural person to whom Personal Data relates.
• "Applicable Data Protection Law" means all laws and regulations applicable to the processing of Personal Data, including GDPR, COPPA, CCPA, and any other relevant legislation.

2. Scope and Purpose of Processing

UG Labs shall process Personal Data solely for the purpose of providing the Services as described in the Terms and in accordance with the Developer's documented instructions. The categories of Personal Data and Data Subjects are determined by the Developer's use of the Services and may include children's voice recordings, first names, language preferences, and usage data processed through the SDK and API, as well as developer account information, design assets, and usage data processed through the Console. Children's data and developer data are subject to different processing requirements as described in Section 4 of the Terms.

3. Developer Obligations

The Developer, as Data Controller, shall:

• Ensure that all Personal Data provided to UG Labs has been collected lawfully and with appropriate consent;
• Obtain verifiable parental consent where required for the processing of children's data;
• Provide clear and transparent privacy notices to Data Subjects;
• Ensure that instructions given to UG Labs comply with Applicable Data Protection Law.

4. UG Labs Obligations

UG Labs, as Data Processor, shall:

• Process Personal Data only on documented instructions from the Developer, unless required by law;
• Ensure that persons authorized to process Personal Data are bound by obligations of confidentiality;
• Implement appropriate technical and organizational measures to ensure the security of Personal Data;
• Assist the Developer in responding to Data Subject requests and in meeting its obligations under Applicable Data Protection Law;
• Not engage any Sub-Processor without the Developer's prior written authorization or as listed in Section 12 of this DPA.

5. Security Measures

UG Labs shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. These measures include, but are not limited to:

• TLS encryption for all data in transit;
• AES-256 encryption for data at rest;
• Role-based access controls and least-privilege principles;
• Regular security audits and vulnerability assessments;
• Incident response and breach notification procedures.

6. Data Breach Notification

In the event of a Personal Data breach, UG Labs shall notify the Developer without undue delay and in any event within 72 hours of becoming aware of the breach. The notification shall include:

• A description of the nature of the breach, including the categories and approximate number of Data Subjects affected;
• The name and contact details of UG Labs' data protection contact;
• A description of the likely consequences of the breach;
• A description of the measures taken or proposed to mitigate the effects of the breach.

7. Data Subject Rights

UG Labs shall assist the Developer in fulfilling its obligations to respond to requests from Data Subjects exercising their rights under Applicable Data Protection Law, including rights of access, rectification, erasure, restriction, portability, and objection. UG Labs shall promptly notify the Developer of any request received directly from a Data Subject.

8. Data Transfers

UG Labs may transfer Personal Data to countries outside the European Economic Area ("EEA") only where appropriate safeguards are in place, such as Standard Contractual Clauses approved by the European Commission, adequacy decisions, or other legally recognized transfer mechanisms.

9. Data Retention and Deletion

Upon termination of the Services or upon the Developer's written request, UG Labs shall delete or return all Personal Data in its possession, unless retention is required by applicable law. UG Labs shall certify the deletion of Personal Data upon the Developer's request.

10. Audits and Inspections

UG Labs shall make available to the Developer all information necessary to demonstrate compliance with this DPA and shall allow for and contribute to audits and inspections conducted by the Developer or the Developer's authorized auditor, upon reasonable notice and during normal business hours.

11. Liability and Indemnification

Each party's liability under this DPA shall be subject to the limitations of liability set forth in the Terms. Each party shall indemnify the other for any damages arising from the indemnifying party's breach of this DPA or Applicable Data Protection Law.

12. Authorized Sub-Processors

Runtime Sub-Processors (may process children's data):

Sub-Processor	Purpose	Location
Google Cloud Platform	Hosting, storage	USA / EU
Google (Gemini)	LLM inference	USA / EU
Amazon Web Services	Voice transcription, PII detection	USA / EU
Eleven Labs Inc.	Audio generation (TTS)	USA
DeepDub	Audio generation (TTS)	USA
Bria	Image generation	USA
Replicate	Image generation	USA

Console Sub-Processors (developer data only, not children's data):

Sub-Processor	Purpose	Location
Anthropic	AI design assistant (Maya)	USA
Google (Gemini)	Utility AI (extraction, safety)	USA / EU
Ludo AI	AI-assisted game design	USA
Paddle	Billing & subscriptions	EU
PostHog	Error tracking & analytics	USA

UG Labs shall notify the Developer in advance of any changes to the list of Sub-Processors and shall provide the Developer with the opportunity to object to such changes.

13. Term and Termination

This DPA shall remain in effect for the duration of the Terms and shall automatically terminate upon termination of the Terms, subject to UG Labs' obligations regarding data deletion and return as set forth in Section 9.

14. Governing Law

This DPA shall be governed by and construed in accordance with the laws of the State of Israel, consistent with the governing law provisions of the Terms. Any disputes arising under this DPA shall be resolved in accordance with the dispute resolution provisions set forth in the Terms.