Terms of Service

1. Eligibility

You must be at least 18 years old and capable of entering a binding contract. By using the Service you represent this is true. If using the Service on behalf of an organization, you represent you have authority to bind that organization. The Service is not directed to anyone under 13 under any circumstances.

2. Account registration and security

You must provide accurate, current registration information. You are responsible for all activity under your account whether or not authorized by you. Notify us immediately at [email protected] if you believe your account has been compromised. We are not liable for losses arising from your failure to maintain account security.

3. The Service — hosted AI agents

PrivateHost.AI provides cloud-hosted, dedicated AI agent instances ("Agents") running in isolated containers on private cloud infrastructure. Trial Agents operate on a best-effort basis without uptime guarantees. Paid Agents are subject to our Service Level Agreement.

The Service uses a bring-your-own-key ("BYOK") model. You connect your own AI provider credentials (Anthropic, OpenAI, or others). You are solely responsible for all charges, rate limits, and service availability from those providers. Uptown4 is not responsible for third-party AI provider billing, output quality, or outages.

4. Agent authorization and your responsibility for agent actions

This section is critical. Please read carefully.

When you configure, instruct, or otherwise direct your Agent, you authorize it to act as your automated delegate. Your Agent may take actions including: reading, drafting, and sending email and messages; accessing calendars, contacts, and files you connect to it; executing commands within its container; browsing the web; and modifying its own configuration and personality files ("self-modification").

You are legally responsible for all actions taken by your Agent. You acknowledge that:

• Uptown4 does not review, approve, or monitor your Agent's actions in real time.
• Communications sent by your Agent carry the same legal weight as communications you send directly.
• You are responsible for ensuring your Agent's actions comply with all applicable laws, including CAN-SPAM, CASL, consumer protection laws, and data protection laws.
• Self-modification of your Agent is performed at your direction and risk. Uptown4 is not responsible for consequences of self-modifications you authorize or that occur at your Agent's initiative.
• If you grant your Agent access to accounts belonging to third parties, you represent you have legal authority to grant such access and that doing so complies with those systems' terms and applicable law.

Uptown4 provides hosting infrastructure for your Agent. We are not the operator of your Agent's decisions. Responsibility for autonomous AI agent actions under applicable law — including California's 2026 AI liability frameworks and similar emerging standards — rests with you as the party who configured, authorized, and deployed the Agent.

5. Email and messaging channel access

When you connect an email account, messaging platform, or other channel to your Agent, you authorize the Agent to read, process, draft, and send communications through that channel per your instructions. You agree that:

• You have authority to grant access to all accounts you connect. You must not connect accounts belonging to others without their explicit informed consent.
• Emails and messages processed by your Agent may contain third-party personal data. You are responsible for ensuring your processing complies with applicable privacy law.
• Messages sent by your Agent are your communications. You are responsible for their content, accuracy, and legal compliance.
• Uptown4 does not retain email or message content beyond what is technically necessary to operate the Service.

6. Third-party platform compliance

Your Agent may interact with third-party platforms and APIs. Many platforms prohibit automated or AI-driven access. You are solely responsible for ensuring your Agent's interactions comply with each platform's terms of service and applicable law. Uptown4 disclaims all liability for consequences arising from your Agent's interactions with third-party platforms, including account suspension, data loss, or legal claims by those platforms.

7. Subscription, billing, and trials

Subscriptions are billed per Agent on a recurring basis at the rate displayed at checkout. After the trial period your payment method is charged automatically unless you cancel before the trial ends. Once a paid charge has processed, downgrades to a free tier are not available. You may cancel future renewals at any time through the dashboard. We may change pricing with at least 30 days' notice to your registered email. Continued use after a price change constitutes acceptance. See our Refund & Cancellation Policy for details.

8. Acceptable use

All use of the Service, including all actions taken by your Agent, must comply with our Acceptable Use Policy, incorporated by reference. We may investigate violations and suspend or terminate any Agent or account, with or without notice, when we reasonably believe a violation, security risk, or legal exposure exists.

9. Intellectual property

Uptown4 retains all rights in the Service, platform software, documentation, and branding. You retain rights in your content, configuration files, and Agent personality files, subject to a limited license you grant us to operate the Service. You grant Uptown4 a non-exclusive, worldwide, royalty-free license to host, transmit, and process your content solely to provide and improve the Service. Feedback you submit may be used by us without restriction or compensation.

10. AI output disclaimer

AI systems can produce inaccurate, incomplete, misleading, or inappropriate outputs not reviewed by Uptown4. You are solely responsible for reviewing and validating Agent outputs. The Service is not a substitute for professional legal, financial, medical, or tax advice.

11. Disclaimers of warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. UPTOWN4 DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY AI-GENERATED OUTPUT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPTOWN4 AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR GOODWILL.

UPTOWN4'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID TO UPTOWN4 IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS; IN THOSE CASES OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to defend, indemnify, and hold harmless Uptown4 and its officers, directors, employees, and affiliates from claims, liabilities, damages, losses, and expenses (including attorneys' fees) arising from: your use of the Service or your Agent's actions; content your Agent creates, sends, or processes; violations of these Terms, our AUP, or applicable law; your Agent's interactions with third-party platforms; or claims by third parties that your Agent's actions violated their rights.

14. Dispute resolution and arbitration

Informal resolution first. Contact us at [email protected] before initiating formal proceedings. We will attempt to resolve disputes within 30 days.

Binding arbitration. If informal resolution fails, all disputes will be resolved by binding individual arbitration administered by the AAA under its Consumer Arbitration Rules, in Delaware. The arbitrator's decision is final and binding.

Class action waiver. YOU AND UPTOWN4 WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY.

Exceptions. Either party may seek emergency injunctive relief in a court of competent jurisdiction. Small claims court claims may be brought there.

Opt-out. You may opt out of arbitration within 30 days of first accepting these Terms by emailing [email protected] with "Arbitration Opt-Out" in the subject line.

15. Governing law

These Terms are governed by the laws of Delaware without regard to conflict of law principles. To the extent court proceedings are permitted, you consent to jurisdiction in Delaware courts.

16. Changes to these Terms

We may modify these Terms at any time. We will provide at least 14 days' advance notice of material changes by email and by updating the "Last updated" date. Continued use after changes take effect constitutes acceptance.

17. Electronic communications consent

By creating an account, you consent to receive service notices, billing communications, security alerts, and policy updates electronically. Electronic communications satisfy any legal requirement that communications be in writing.

18. Force majeure

Uptown4 is not liable for failure or delay caused by circumstances beyond our reasonable control, including acts of God, natural disasters, pandemics, war, internet outages, governmental actions, or third-party service provider failures.

19. General provisions

Entire agreement. These Terms and all incorporated policies constitute the entire agreement between you and Uptown4 regarding the Service. Severability. If any provision is found unenforceable, the remaining provisions stay in full force. No waiver. Failure to enforce any provision is not a waiver. Assignment. You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or asset sale.

20. Contact

Legal matters: [email protected]
Privacy matters: [email protected]
Uptown4, Inc. — Delaware C-corp