Terms of Service & User Agreement
Understand the terms governing your use of Ultralytics' products and services. Stay informed about user rights, obligations, and service policies.
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 17). PLEASE READ THEM CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY.
Link to this section1. INTRODUCTION AND SCOPE#
1.1 Parties. These Terms of Service (the "Terms") constitute a legally binding agreement between you ("you" or "User") and Ultralytics, Inc., a corporation incorporated under the laws of the State of Delaware ("Ultralytics", "we", "us", or "our").
1.2 Services. These Terms govern your access to and use of the following services (collectively, the "Services"):
(i) Ultralytics YOLO Models: computer vision models and related tooling made available by Ultralytics under applicable open-source or commercial license terms; and
(ii) Ultralytics Platform: a cloud-based software-as-a-service environment for dataset management, model training, annotation, and deployment, accessible via ultralytics.com and any associated applications.
1.3 Acceptance. By accessing or using the Services in any manner, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety.
If you do not agree, you are not authorized to access or use the Services.
1.4 Incorporated Documents.
These Terms incorporate by reference the following documents, which form part of the agreement between you and Ultralytics (together, the "Incorporated Documents"):
(a) the Ultralytics Privacy Policy, available at https://www.ultralytics.com/legal/privacy;
(b) the Ultralytics Data Processing Agreement ("DPA"), available at https://www.ultralytics.com/legal/ultralytics-data-processing-agreement, including where applicable the EU Standard Contractual Clauses and UK Addendum incorporated therein; and
(c) the applicable Ultralytics YOLO Model license terms, as set out in Section 5.
1.5 Order of Precedence.
In the event of any conflict or inconsistency between these Terms and any Incorporated Document, or between any two Incorporated Documents, the following order of precedence shall apply in descending order of priority:
(i) the applicable Ultralytics YOLO Model license terms, in respect of the use of Ultralytics YOLO Models;
(ii) the DPA, in respect of the processing of personal data; and
(iii) these Terms, in all other respects.
No conflict shall be implied solely by reason of a document addressing a matter not addressed by another; in such case, both documents shall apply without conflict.
Link to this section2. AMENDMENTS TO THESE TERMS#
2.1 Ultralytics reserves the right to modify these Terms at any time. We will notify you of any changes by posting a notice on ultralytics.com, by sending an email to the address associated with your account, and/or by such other means as we may determine.
2.2 Where a proposed amendment is material - including any amendment that affects your payment obligations, your intellectual property rights, or the scope of any license granted under these Terms - Ultralytics will provide at least thirty (30) days' prior written notice before such amendment takes effect.
2.3 Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to any amendment, you must cease using the Services before the effective date of such amendment.
2.4 No amendment or modification of these Terms proposed by you shall be effective unless made in writing and signed by an authorized representative of Ultralytics.
Link to this section3. PRIVACY AND DATA PROTECTION#
3.1 Privacy Policy. Ultralytics processes personal data in connection with the Services in accordance with its Privacy Policy, available at https://www.ultralytics.com/legal/privacy.
3.2 Data Processing Agreement. Where Ultralytics processes personal data on your behalf in connection with the Ultralytics Platform, such processing is governed by the DPA, which is incorporated into these Terms by reference. By accepting these Terms, you also accept the DPA, including, where a transfer of personal data from the European Economic Area or the United Kingdom to a third country takes place, the EU Standard Contractual Clauses and UK Addendum incorporated therein.
3.3 Ultralytics YOLO Models Outside the Platform. The DPA does not apply to your use, deployment, or operation of Ultralytics YOLO Models outside the Ultralytics Platform. In such cases, you act as an independent data controller and are solely responsible for ensuring compliance with all applicable data protection legislation, including the EU General Data Protection Regulation (EU) 2016/679 ("GDPR") and the UK GDPR.
3.4 Minors. The Children's Online Privacy Protection Act ("COPPA") requires online service providers to obtain verifiable parental consent before knowingly collecting personally identifiable information from children under the age of 13. We do not knowingly collect or solicit personally identifiable information from any person under the age of 13. If you are under 13, please do not attempt to register for the Services or submit any personal information to us.
If you are located in the European Economic Area or the United Kingdom, a higher minimum age may apply. Under Article 8 of the GDPR and the equivalent UK GDPR, the minimum age for valid consent to the processing of personal data in connection with information society services is 13 years, but Member States may set a higher threshold of up to 16 years. The applicable age in selected jurisdictions is as follows: Germany and Ireland - 16 years; France - 15 years; Spain - 14 years; United Kingdom - 13 years. If you are below the applicable age in your jurisdiction, please do not use the Services without prior verified consent from your parent or legal guardian.
If we learn that we have collected personal information from a person below the applicable minimum age, we will delete that information as promptly as possible. If you believe that a minor may have submitted personal information to us, please contact us via our Contact page.
Link to this section4. ACCOUNT REGISTRATION AND ACCESS#
4.1 Registration. You may be required to register for an account and to select a username and password (your "Ultralytics User ID").
You agree to provide accurate, complete, and up-to-date registration information and to keep that information current throughout the period you use the Services. You may not select a username that you do not have the right to use, that impersonates another person, or that is offensive, vulgar, obscene, or defamatory.
4.2 Capacity and Authority. By accessing or using the Services, you represent and warrant that:
(a) you have the legal capacity to enter into a binding contract under the laws of your jurisdiction; or
(b) if you do not have such capacity, you have obtained your parent's or legal guardian's prior consent, and they have agreed to these Terms on your behalf.
If you are accessing the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" throughout these Terms shall refer to that entity.
4.3 Account Security. You must keep your Ultralytics User ID and password confidential and must not share them with any third party. You are responsible for all activity carried out under your account, whether or not authorized by you.
You agree to notify us immediately upon becoming aware of any unauthorized access to or use of your account. Ultralytics shall not be liable for any loss or damage arising from your failure to comply with this Section 4.3.
4.4 Account Transfer. You may not transfer your account to any third party without Ultralytics' prior written consent.
Link to this section5. ULTRALYTICS YOLO MODEL LICENSE TERMS#
5.1 Your access to and use of Ultralytics YOLO Models is subject to the applicable license terms in addition to these Terms. Ultralytics YOLO Models are made available under two license frameworks:
(a) Open-source use: governed by the GNU Affero General Public License v3.0 ("AGPL-3.0"),
(b) Commercial use: governed by the applicable Ultralytics commercial license agreed between you and Ultralytics, which may include Enterprise, R&D, or other paid license frameworks as made available by Ultralytics from time to time. Such commercial license terms will be made available to you separately or via the applicable ordering or subscription process.
5.2 It is your sole responsibility to determine which license applies to your use case and to ensure that your use complies with the terms of that license.
Use of Ultralytics YOLO Models outside the scope of the applicable license is not authorized.
5.3 In the event of any conflict between these Terms and the applicable Ultralytics YOLO Model license, the license terms shall prevail in respect of your use of the models.
5.4 Deployer Responsibility under the EU AI Act. Where you access, deploy, or operate any Ultralytics YOLO Model, you acknowledge that:
(a) Ultralytics acts as a provider of general-purpose AI models within the meaning of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) ("EU AI Act");
(b) you act as a deployer (operator) of those models within the meaning of the EU AI Act and are solely responsible for ensuring that your deployment complies with all obligations applicable to deployers under that Regulation, including conformity assessment, transparency, human oversight, and risk management obligations where the system is classified as high-risk under Annex III of the EU AI Act; and
(c) Ultralytics makes no representation or warranty that any particular deployment of Ultralytics YOLO Models by you will comply with the EU AI Act or any equivalent legislation, and accepts no liability in respect of your compliance obligations as deployer.
5.5 Competitive Use. Nothing in these Terms is intended to restrict any rights granted under applicable open-source licenses, including the AGPL-3.0.
However, where you access or use the Ultralytics Platform or any Services provided under a commercial license, you shall not use such Services (including any non-public features, tools, or capabilities) to develop or operate a competing commercial product or service.
Link to this section6. PERMITTED USE#
6.1 You agree to use the Services solely in accordance with these Terms and all applicable laws and regulations, including without limitation applicable data protection, export control, and artificial intelligence legislation.
6.2 You may not use the Services on behalf of, or for the benefit of, any third party except as expressly permitted under a valid Ultralytics YOLO Model commercial license.
6.3 If your use of the Services is prohibited under applicable law, you are not authorized to use the Services. Ultralytics accepts no responsibility for any use of the Services that violates applicable law.
Link to this section7. RESTRICTIONS ON USE#
7.1 Prohibited Conduct. You agree that you will not use the Services, contribute any Content or User Submission (as defined below), or otherwise interact with the Services in any manner that:
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infringes, misappropriates, or otherwise violates any intellectual property rights, privacy rights, or other rights of any third party, including those of Ultralytics;
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violates any applicable law or regulation, including without limitation: (i) applicable export control and trade sanctions laws, including those administered by the U.S. Office of Foreign Assets Control and the European Union; (ii) data protection and privacy laws, including the GDPR and the UK GDPR; and (iii) the EU AI Act and any national implementing legislation;
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is harmful, abusive, fraudulent, deceptive, threatening, harassing, defamatory, obscene, hateful, or otherwise objectionable;
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compromises or jeopardizes the security of your Ultralytics account or the account of any other user, including by permitting any third party to access the Services using your credentials;
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attempts to obtain the password, account credentials, or other security information of any other user by any means;
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violates the security or integrity of any computer network or system, or circumvents, disables, or interferes with any security, access control, or authentication mechanism;
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uses automated means - including crawlers, scrapers, spiders, bots, or similar tools - to access, collect, index, or store any data from the Services or any Content, except as expressly permitted by Ultralytics in writing;
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copies, reproduces, or stores any substantial portion of the Content without Ultralytics' prior written consent;
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decompiles, disassembles, reverse engineers, or otherwise attempts to derive the source code, algorithms, or underlying ideas of any part of the Services, except to the extent expressly permitted by applicable law and, in the case of Ultralytics YOLO Models, subject to the applicable open-source license terms;
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uses the Services or any Ultralytics YOLO Model for any purpose classified as a prohibited use case under Article 5 of the EU AI Act, including without limitation: (i) the use of subliminal techniques to manipulate behavior; (ii) exploitation of vulnerabilities of specific groups; (iii) social scoring by public authorities; or (iv) real-time remote biometric identification in publicly accessible spaces, except as expressly permitted by applicable law;
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uses the Services or any Ultralytics YOLO Model for any purpose that constitutes a high-risk AI system under Annex III of the EU AI Act without having first implemented all applicable conformity assessment, transparency, risk management, and human oversight obligations required under that Regulation;
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uses the Services to process personal data of third parties in a manner that is unlawful or that exceeds the scope of any applicable legal basis under the GDPR or equivalent data protection legislation;
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uses the Services in any manner intended to circumvent, manipulate, or adversarially attack the outputs of any Ultralytics YOLO Model, including through the use of adversarial inputs or prompt injection techniques designed to cause the model to produce harmful, misleading, or unlawful outputs;
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uploads, submits, shares, or processes through the Services any content - including images, video, or data - that:
(i) depicts or facilitates sexual activity or nudity, whether real or generated, except where expressly permitted under a valid Ultralytics Enterprise License for a lawful and age-verified use case;
(ii) depicts graphic violence, self-harm, torture, or content designed to incite violence against any individual or group;
(iii) contains the likeness, biometric data, or personally identifiable images of any third party without that person's prior explicit consent, including any use of facial recognition, gait analysis, or other biometric identification capabilities of the Ultralytics YOLO Models on individuals who have not consented to such processing;
(iv) is designed to generate, train, or improve any model intended to produce non-consensual intimate imagery ("NCII") or deepfake content of any individual; or
(v) exploits, sexualizes, or endangers minors in any way, including the uploading of any image or video depicting a minor in a sexual context, under any circumstances whatsoever and without exception;
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selects a username, display name, or account identifier that is offensive, vulgar, obscene, defamatory, or that impersonates any person or entity; or
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uses any output, capability, or feature of the Ultralytics YOLO Models to surveil, track, monitor, or profile any individual without that individual's knowledge and consent, except as expressly permitted by applicable law.
7.2 Consequences of Breach.
Any violation of the restrictions set out in this Section 7 shall constitute grounds for immediate suspension or termination of your right to access and use the Services, without prejudice to any other rights or remedies available to Ultralytics at law or in equity, including the right to seek injunctive relief and to claim damages.
Ultralytics reserves the right to investigate any suspected breach and to cooperate with law enforcement authorities where appropriate.
Link to this section8. INTELLECTUAL PROPERTY RIGHTS IN THE SERVICES#
8.1 The materials displayed, performed, or available on or through the Services, including without limitation text, graphics, data, articles, photos, images, illustrations, and User Submissions (the "Content"), are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, and restrictions contained in any Content you access through the Services.
8.2 You shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any Content not owned by you: (i) without the prior consent of the owner of that Content; or (ii) in a way that violates any third party's rights, including those of Ultralytics.
8.3 Ultralytics and its licensors retain all right, title, and interest in and to the Services, including all intellectual property rights therein. No rights in the Services are granted to you except as expressly set out in these Terms.
8.4 You shall not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services, except as expressly permitted under these Terms.
8.5 Where the Services permit you to copy or download certain Content, this does not affect or limit any of the restrictions set out in this Section 8, all of which continue to apply in full.
Link to this section9. USER SUBMISSIONS AND LICENSES#
9.1 Definition. Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission."
Some User Submissions may be viewable by other users. All licenses granted in this Section 9 are subject to the Privacy Policy to the extent they relate to User Submissions that also constitute personally identifiable information, and to applicable data protection law including the GDPR where relevant.
9.2 Base License. For all User Submissions, you grant Ultralytics a non-exclusive, royalty-free, worldwide, sublicensable license to translate, modify (for technical purposes only), and reproduce your User Submissions solely to the extent necessary to operate and provide the Services.
This is a license only - your ownership of your User Submissions is not affected.
9.3 Personal User Submissions. If you store a User Submission in your Ultralytics account in a manner that is not viewable by any other user ("Personal User Submission"), you grant Ultralytics the base license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making it accessible to you and providing the Services necessary to do so.
9.4 Limited Audience User Submissions. If you share a User Submission with certain specified users only ("Limited Audience User Submission"), you grant Ultralytics the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making it accessible to those specified users and providing the Services necessary to do so.
You also grant those specified users a license to access and use your Limited Audience User Submission as permitted by the functionality of the Services.
9.5 Public User Submissions. If you share a User Submission publicly on the Services, or if you provide Ultralytics with any feedback, suggestions, improvements, or feature requests ("Public User Submission"), you grant Ultralytics the licenses above, as well as a license to display, perform, distribute, and use your Public User Submission in connection with the operation, improvement, and promotion of the Services.
You acknowledge and agree that once a dataset or other User Submission is made public on the Services, it becomes available to third parties and may be used by Ultralytics or by others for any lawful purpose, including training, fine-tuning, evaluating, or improving machine learning models. If you require restrictions on downstream use of your datasets - including a prohibition on their use for model training or AI development - you should not make such datasets public through the Community features of the Services. Enterprise accounts include additional contractual protections; please see Section 9.8. You also grant all other users of the Services a license to access your Public User Submission and to use it as permitted by the functionality of the Services.
9.6 License Terms. The licenses granted under this Section 9 are royalty-free, worldwide, and sublicensable. In respect of Public User Submissions, these licenses are also perpetual and irrevocable given the nature of public sharing. In respect of Personal User Submissions and Limited Audience User Submissions, these licenses shall terminate upon deletion of your account, subject to any technical or legal constraints that may prevent immediate deletion, including applicable legal hold or backup retention obligations. Where applicable data protection law grants you a right of erasure, nothing in these Terms shall be construed as limiting that right.
9.7 Technical Modifications. You acknowledge that Ultralytics may need to make technical modifications to your User Submissions to conform them to the requirements of connection networks, devices, services, or media, and the licenses above include the right to make such modifications.
9.8 Enterprise Accounts – Restrictions on Use of Datasets. The following additional protections apply to users on an Enterprise plan or holding a valid Ultralytics Enterprise License (“Enterprise Customers”): (a) Ultralytics shall not use any dataset, model weight, or other User Submission uploaded or stored by an Enterprise Customer to train, fine-tune, or improve any Ultralytics model or product without the Enterprise Customer’s prior written consent; (b) datasets and projects within Enterprise accounts may be configured using available technical controls to restrict visibility of datasets, model weights, or other User Submissions uploaded or stored by the Enterprise Customer, and (c) Ultralytics shall not use any User Submission of an Enterprise Customer for model improvement purposes, whether or not such submission has been made accessible to other users within the Enterprise Customer’s workspace. For the avoidance of doubt, these restrictions do not apply to aggregated, anonymized usage data relating to account activity, which Ultralytics may use for the purposes described in its Privacy Policy.
Link to this section10. COPYRIGHT INFRINGEMENT AND DMCA#
10.1 Ultralytics respects the intellectual property rights of others and reserves the right to delete or disable Content alleged to be infringing and to terminate the accounts of repeat infringers.
10.2 To report potentially infringing content, please submit a written notice to our designated Copyright Agent at legal@ultralytics.com.
Your notice must include:
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(i) a physical or electronic signature of the copyright owner or their authorized representative;
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(ii) identification of the copyrighted work claimed to have been infringed;
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(iii) identification of the allegedly infringing material and information reasonably sufficient to locate it on the Services;
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(iv) your contact information;
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(v) a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or applicable law; and
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(vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on their behalf.
10.3 To learn more about the Digital Millennium Copyright Act ("DMCA"), please visit www.copyright.gov.
Link to this section11. THIRD-PARTY CONTENT AND SERVICES#
11.1 Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated. You access all such information and content at your own risk.
11.2 The Services may contain links or connections to third-party websites or services that are not owned or controlled by Ultralytics. Ultralytics has no control over and assumes no responsibility for the content, accuracy, privacy policies, or practices of any third-party website or service. By using the Services, you release and hold Ultralytics harmless from any and all liability arising from your use of any third-party website or service.
11.3 Your interactions with any organizations or individuals found on or through the Services are solely between you and such organizations or individuals. Ultralytics shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings.
11.4 If there is a dispute between users, or between users and any third party, Ultralytics is under no obligation to become involved. In the event of any such dispute, you release Ultralytics, its officers, employees, agents, and successors from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, arising out of or in any way related to such disputes and/or the Services.
11.5 If you are a California resident, you waive California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Link to this section12. CHANGES TO THE SERVICES AND PRICING#
12.1 Ultralytics reserves the right to modify, suspend, or discontinue any part of the Services at any time, for any reason, and without notice or liability.
12.2 The Services comprise two distinct product lines, each with its own pricing and licensing structure:
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Ultralytics YOLO Models are made available subject to the applicable license terms set out in Section 5. Access to and use of the models is governed by either the AGPL-3.0 open-source license or a commercial Enterprise License, as applicable to your use case. Enterprise License fees may apply for commercial use as set out in the relevant license terms.
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Ultralytics Platform features are made available on a tiered basis, with certain features provided free of charge and others subject to fees depending on the plan or tier selected. Please refer to our pricing page at https://www.ultralytics.com/pricing for full details of applicable Platform fees.
12.3 Ultralytics reserves the right to introduce or modify fees for any part of the Services upon notice to you in accordance with Section 2. If you do not wish to pay any newly introduced fees, you must cease using the affected Services before the date on which such fees take effect.
Link to this section13. TERMINATION#
13.1 You may cease using the Services and close your account at any time by visiting our Contact page.
13.2 Ultralytics reserves the right to suspend or terminate your access to the Services or your account at any time, for any reason, in its sole discretion, including your breach of these Terms. Ultralytics has the sole right to determine whether you are in violation of these Terms.
13.3 Upon termination, any Content associated with your account may be permanently deleted. Termination does not affect any rights or obligations that accrued prior to the date of termination.
13.4 Please refer to the Privacy Policy and Section 9 above to understand how Ultralytics processes your information following termination of your account.
13.5 Survival. The following Sections shall survive termination of these Terms: Sections 5, 7, 8, 9, 11, 14, 15, 16, and 17.
Link to this section14. WARRANTY DISCLAIMER#
14.1 NEITHER ULTRALYTICS NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES. THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
14.2 THIS DISCLAIMER EXTENDS, WITHOUT LIMITATION, TO THE OUTPUTS, RECOMMENDATIONS, DETECTIONS, OR DECISIONS GENERATED BY OR WITH THE ASSISTANCE OF ULTRALYTICS YOLO MODELS. ULTRALYTICS MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, OR FITNESS FOR PURPOSE OF ANY OUTPUT GENERATED BY THE ULTRALYTICS YOLO MODELS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING ANY OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE.
14.3 To the extent you are a consumer resident in the European Union or United Kingdom, nothing in this Section 14 affects your statutory rights which cannot be excluded or limited under applicable mandatory law.
Link to this section15. LIMITATION OF LIABILITY#
15.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ULTRALYTICS (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR:
(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF DATA, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION;
(B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF: (I) $100; OR (II) THE AMOUNTS PAID BY YOU TO ULTRALYTICS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM; OR
(C) ANY MATTER BEYOND ULTRALYTICS'S REASONABLE CONTROL.
15.2 NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE ULTRALYTICS'S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15.3 To the extent you are a consumer resident in the European Union or United Kingdom, nothing in this Section 15 shall limit or exclude liability in a manner that would be impermissible under applicable mandatory consumer protection or data protection legislation.
Link to this section16. INDEMNIFICATION#
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Ultralytics, its affiliates, officers, directors, agents, employees, licensors, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including reasonable attorneys' fees) arising from or in any way related to: (a) your use of the Services, including any actions taken by a third party using your account; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your infringement of any third party's rights.
In the event of any such claim, Ultralytics will attempt to notify you using the contact information associated with your account, provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations.
Link to this section17. DISPUTE RESOLUTION AND ARBITRATION#
17.1 Governing Law. These Terms are governed by and shall be construed in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to its conflicts of law provisions.
To the extent you are a consumer resident in the European Union or United Kingdom, you also retain the benefit of any mandatory provisions of the law of the country in which you are resident.
17.2 EU and UK Consumers. If you are a consumer habitually resident in the European Union or the United Kingdom, you are not subject to the arbitration agreement set out in this Section 17 and may bring claims before the courts of your country of residence or before any applicable alternative dispute resolution body available under EU or UK consumer law.
17.3 Arbitration Agreement. PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ULTRALYTICS AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF.
Both you and Ultralytics acknowledge and agree that for the purposes of any dispute arising out of or relating to these Terms, Ultralytics' officers, directors, employees, and independent contractors ("Personnel") are third-party beneficiaries of these Terms and, upon your acceptance of these Terms, shall have the right to enforce these Terms against you as third-party beneficiaries.
(a) Arbitration Rules. Subject to Section 17.2, any dispute arising out of or relating to these Terms shall be finally settled by binding arbitration in San Francisco County, California, conducted in the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, before one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Each party retains the right to seek injunctive or other equitable relief from any court of competent jurisdiction.
(b) Costs. The JAMS rules shall govern the payment of all arbitration fees. Ultralytics will pay all arbitration fees for claims less than $75,000 and will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims. Either party may assert claims, if they qualify, in small claims court in San Francisco County, California, or in any United States county where you live or work.
(d) Waiver of Jury Trial. YOU AND ULTRALYTICS WAIVE ALL CONSTITUTIONAL AND STATUTORY RIGHTS TO A TRIAL BEFORE A JUDGE OR JURY. IN ANY LITIGATION TO VACATE OR ENFORCE AN ARBITRATION AWARD, BOTH PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL.
(e) Waiver of Class Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR CONSOLIDATED BASIS. THIS WAIVER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, INCLUDING APPLICABLE EU CONSUMER LAW. If this waiver is found invalid or unenforceable, neither party shall be entitled to arbitration and all claims shall be resolved in court as set out in Section 17.3(g).
(f) Opt-Out. You may opt out of this arbitration agreement by sending written notice to: 510 Treat Avenue, San Francisco, CA 94110, postmarked within thirty (30) days of first accepting these Terms. Your notice must include: (1) your name and address; (2) the email address and/or telephone number associated with your account; and (3) a clear statement that you wish to opt out of the arbitration agreement.
(g) Exclusive Venue. Where arbitration does not apply, both parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, or the Northern District of California, as applicable.
Link to this section18. MISCELLANEOUS#
18.1 Taxes. You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. All fees quoted by Ultralytics are exclusive of applicable taxes unless expressly stated otherwise.
18.2 Waiver. The failure of either party to exercise any right under these Terms shall not constitute a waiver of that right or any other right.
18.3 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
18.4 Entire Agreement. These Terms, together with the Incorporated Documents, constitute the complete and exclusive statement of the agreement between you and Ultralytics with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, communications, and understandings, whether written or oral.
18.5 Independent Contractors. You acknowledge and agree that you are not an employee, agent, partner, or joint venture of Ultralytics, and you do not have any authority to bind Ultralytics in any respect.
18.6 Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder without Ultralytics' prior written consent. Ultralytics may freely assign or transfer these Terms and its rights and obligations, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. In the event of any such assignment, you shall be entitled to terminate your account if the assignment results in a material change to the Services.
18.7 Third-Party Beneficiaries. Except for Ultralytics Personnel as expressly designated in Section 17.3, there are no third-party beneficiaries to these Terms.
18.8 Contact. If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us via our Contact page at ultralytics.com.