Ugle.ai — Terms of Service
Effective date: 1 July 2026 · Last updated: 14 July 2026
These Terms of Service (“Terms”) govern your use of the Ugle.ai software (the “Software”) provided by DEEPSHIELD AI TECHNOLOGY LLP (LLPIN: ACB-4971), a limited liability partnership registered with the Registrar of Companies, Ahmedabad, having its registered office at 40 Oriyant Colony, Bhuj, Kachchh, Gujarat 370001, India (“we”, “us”, “our”). By downloading, activating or using the Software, or by clicking to accept these Terms, you agree to them. Your use of the Software is also subject to our Privacy Policy. If you do not agree, do not use the Software.
1. Eligibility and acceptance
1.1 The Software is intended solely for individuals who are competent to contract under the Indian Contract Act, 1872, being at least 18 years of age.
1.2 You accept these Terms by clicking “I agree” (or a similar affirmative action) or by installing or using the Software. If you accept on behalf of an organisation, you represent that you are authorised to bind it.
2. Definitions
2.1 “Licence” means the right to use the Software granted under Clause 3. “Licence Term” means the annual period for which you have paid the licence fee. “Local Files” means the audio, video, transcript and index files generated by the Software and stored on your device.
3. Licence
3.1 Grant. Subject to your payment of the applicable annual licence fee and your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to install and use the Software for your own internal use during the Licence Term.
3.2 Restrictions. You shall not (a) copy the Software except for a reasonable backup; (b) modify, adapt, translate or create derivative works; (c) reverse-engineer, decompile or disassemble it except to the extent applicable law expressly permits; (d) rent, lease, resell, sublicense or distribute it; or (e) circumvent or tamper with its licensing or activation mechanisms.
3.3 Ownership. The Software and all intellectual property rights in it remain the exclusive property of us and our licensors. These Terms grant a licence only, not a sale.
4. Fees, billing and renewal
4.1 Annual fee. The Software is provided on an annual licence fee basis. Fees are stated at the point of purchase and are exclusive of applicable taxes, including GST, for which you are responsible.
4.2 Renewal. Your Licence renews automatically for successive annual terms unless cancelled. You may cancel at any time before the end of your then-current Licence Term, including during its final thirty (30) days, to prevent the next automatic renewal; cancellation takes effect at the end of the then-current Licence Term and you retain access until then. We will notify you by email before each renewal.
4.3 Refunds. Except as expressly stated in these Terms (including Clause 14) or as required under applicable law, licence fees are non-refundable once the Licence Term has begun.
5. Your data and Local Files
5.1 Deactivation or expiry of your Licence does not affect any audio, video, transcript or index files already generated and stored locally on your device. Such files are stored in standard, interoperable formats (for example, .txt, .srt and .mp4) and remain fully accessible to you using compatible third-party tools, independently of your Licence status. Deactivation or expiry will, however, disable licensed functionality — including the generation of new recordings or transcripts, software updates, and any licence-gated features. We do not apply any technical measure that would render your existing Local Files inaccessible upon deactivation or expiry.
6. Acceptable use
6.1 You shall use the Software only for lawful purposes. You shall not use the Software to record, transcribe or process any communication in violation of any applicable law, including laws relating to privacy, surveillance, interception and the consent of participants.
7. Recording and consent
7.1 You represent and warrant that you have obtained, and will maintain, all consents, permissions and authorisations required under the laws applicable to you — including any one-party or two-party consent requirements — to lawfully record, transcribe and process the communications you capture using the Software. You are solely responsible for compliance with all such laws, and this warranty is given for the benefit of the indemnity in Clause 10.
7.2 For general awareness only, and without constituting legal advice or any representation by us, publicly available third-party resources describe how consent requirements for recording differ across jurisdictions. You remain solely responsible for identifying and complying with the laws applicable to your use.
8. Feedback
8.1 You grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, without restriction or obligation to you, any feedback, suggestions or ideas you provide regarding our products. Feedback is provided on a non-confidential basis and creates no obligation on our part, except where it is exchanged under a separate written non-disclosure agreement executed between us, in which case that agreement governs.
9. Warranties and disclaimer
9.1 To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available”, and we disclaim all implied warranties, including of merchantability and fitness for a particular purpose. Nothing in these Terms excludes or limits any warranty, right or remedy that cannot be excluded or limited under applicable law, including the Consumer Protection Act, 2019.
10. Indemnification
User indemnity
10.1 You agree to indemnify and hold us harmless from and against third-party claims, and any resulting losses, arising out of (a) your breach of these Terms; (b) your violation of applicable law in connection with your use of the Software, including any law governing the recording of communications or the consent of participants to such recording; or (c) content you record, generate or process using the Software.
Our reciprocal IP indemnity
10.2 We agree to indemnify and hold you harmless from third-party claims alleging that the unmodified Software, as supplied by us and used in accordance with these Terms, infringes that third party’s intellectual property rights, subject to the limitations in Clause 11 (Limitation of Liability). This indemnity does not apply to claims arising from (i) modification of the Software by anyone other than us; (ii) combination of the Software with software, hardware or data not supplied by us; (iii) use of the Software in breach of these Terms or applicable law; or (iv) any open-source components, which are governed by their respective licences.
Procedure
10.3 The party seeking indemnity shall (a) promptly notify the other in writing of the claim; (b) permit the indemnifying party to control the defence and settlement, provided that no settlement imposing an admission or non-monetary obligation on the indemnified party shall be made without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party’s expense.
11. Limitation of liability
11.1 Subject to the exclusions below, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the total licence fees paid by you in the twelve (12) months preceding the event giving rise to the claim (that is, up to one year’s licence value). Neither party shall be liable for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, data or goodwill, howsoever arising. The limitations in this Clause shall not apply to: (i) fraud or wilful misconduct; (ii) breach of confidentiality obligations; (iii) our indemnification obligations under Clause 10; or (iv) any liability that cannot be excluded or limited under applicable law, including under the Consumer Protection Act, 2019.
12. Force majeure
12.1 Neither party shall be liable for any delay or failure to perform any obligation (other than an obligation to pay amounts already due) resulting from causes beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war or civil unrest, governmental action, cyber-attack, or the failure or outage of internet, infrastructure or third-party service providers on which the online functions of the Software depend (such as licence activation, payment or update services). The core offline functionality of the Software is designed to operate independently of such services. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected services on written notice.
13. Term and termination
13.1 These Terms apply for the duration of your Licence Term and any renewal. Either party may terminate for the other’s material breach that is not cured within thirty (30) days of written notice. On expiry or termination, your right to use the Software ends, but Clause 5 (Your data and Local Files) survives, together with Clauses 8, 10, 11, 15 and any provision that by its nature should survive.
14. Changes to these Terms
14.1 We will notify you of material changes to these Terms by email and by updating the “last updated” date on the published Terms, and, where feasible, by in-app notice, at least thirty (30) days before the changes take effect. Your continued use of the Software after the effective date, or your renewal of the Licence, constitutes acceptance of the revised Terms. If you do not agree to a material change, you may reject it by ceasing use and notifying us before the effective date, in which case you may terminate your Licence and receive a pro-rata refund of fees paid for the unused portion of your then-current Licence Term.
15. Governing law and dispute resolution
15.1 Governing law. These Terms are governed by and construed in accordance with the laws of India.
15.2 Any dispute arising out of or relating to these Terms shall first be referred to good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, it shall — where you are a business or enterprise user — be referred to and finally resolved by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at Ahmedabad, conducted in English. Nothing in this clause requires a consumer, as defined under the Consumer Protection Act, 2019, to submit to arbitration, nor prevents a consumer from pursuing remedies before the consumer disputes redressal fora. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction at Bhuj, Gujarat.
16. Miscellaneous
16.1 Notices. Notices to you may be given by email or by posting on our website; notices to us must be sent to legal@ugle.ai.
16.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is reformed to the minimum extent necessary.
16.3 Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and us regarding the Software and supersede all prior understandings.
16.4 Assignment. We may assign these Terms; you may not assign them without our prior written consent.
16.5 Waiver. No failure or delay in exercising any right operates as a waiver of it.
17. Contact
17.1 Questions about these Terms may be directed to legal@ugle.ai, or see our Privacy Policy.