R&D License Terms for Multi-Project Use

These Research & Development License Terms (“R&D License Terms”) govern the use of the Ultralytics Software under an R&D License plan, as identified in the applicable order form, checkout page, subscription page, or other ordering document (“Order Form”).

By purchasing, accessing, or using the Software under an R&D License plan, Customer agrees to be bound by these Terms.

Link to this section1. Definitions#

For purposes of these Terms:

“Software” means the complete Ultralytics YOLO source code portfolio, including current and future YOLO versions released during the License Term, proprietary models supplied directly by Ultralytics, pre-trained models, supporting documentation, and any subsequent modifications, updates, improvements, added features, bug fixes, or maintenance releases.

“Documentation” means the technical and user documentation supplied by Ultralytics.

“Models” means YOLO models provided by Ultralytics and models trained or developed by Customer using the Software.

“Services” means Software updates and Support made available under these Terms.

“License Term” means the subscription period specified in the Order Form.

“R&D Use” means internal research, experimentation, evaluation, and proof-of-concept activities.

“Commercial Use” means any production, operational, revenue-generating, revenue-supporting, cost-reduction, or customer-facing use.

Link to this section2. License Grant#

Subject to payment of the applicable Fee set forth in the Order Form, Ultralytics Inc. grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software and Documentation solely for R&D Use during the License Term.

No Commercial Use rights are granted.

This license is restricted to a single legal entity identified in the Order Form and does not extend to affiliates unless expressly stated.

Link to this section3. Permitted Use#

Customer may:

• Conduct internal research initiatives
• Perform evaluation and benchmarking
• Develop internal proof-of-concept prototypes
• Train and test Models for exploratory purposes

Use may span multiple internal research initiatives, provided all remain strictly non-commercial and non-operational.

Link to this section4. Restrictions#

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

• Deploy the Software or Models in production environments
• Use the Software for revenue generation or cost reduction
• Provide services to third parties using the Software
• Integrate the Software into operational systems
• Sublicense, resell, or transfer the Software
• Remove proprietary notices

Use beyond R&D Use constitutes material breach.

All Software is provided “as is” unless expressly stated otherwise.

Link to this section5. Software Updates and Support#

During the License Term:

• Customer shall have access to Software updates.
• Basic Support shall be made available.
• One yearly update meeting may be conducted upon mutual agreement.

Service Level Agreements or Consulting Services require separate agreements.

Link to this section6. Ownership#

Ultralytics retains all right, title, and interest in the Software and Documentation.

Customer retains ownership of:

• Software modifications created by Customer
• Models trained by Customer

Ultralytics claims no ownership over Customer-trained Models.

No implied rights are granted.

Link to this section7. Term and Termination#

The Agreement remains effective for the License Term specified in the Order Form.

If Customer wishes to continue use beyond the License Term for commercial purposes, a Commercial License must be negotiated.

Ultralytics may terminate for breach, including breach of R&D scope, subject to a 30-day cure period.

Upon termination:

• All use must cease
• Research prototypes may be retained solely for archival purposes
• Ongoing R&D activities must wind down within 30 days

Link to this section8. Confidentiality#

Each Party shall protect the other’s confidential information using reasonable care and shall not disclose such information except as required by law.

Upon request, confidential information must be returned or destroyed.

Link to this section9. Limitation of Liability#

To the extent permitted by law:

• Neither Party shall be liable for indirect, incidental, special, or consequential damages.
• Aggregate liability shall not exceed fees paid in the twelve (12) months preceding the claim.

This limitation does not apply to gross negligence, willful misconduct, payment obligations, confidentiality breaches, or unauthorized use of the Software.

Link to this section10. Indemnification#

Ultralytics represents that, to its knowledge, the Software does not directly infringe third-party IP rights.

Ultralytics will defend and indemnify Customer against justified IP infringement claims, subject to prompt notice and cooperation.

This indemnity does not apply to modifications, combinations, unauthorized use, or scope violations.

Customer shall indemnify Ultralytics for breaches of these Terms.

Link to this section11. Assignment#

Neither Party may assign these Terms without prior written consent, except in connection with merger, acquisition, or sale of substantially all assets.

Link to this section12. Severability#

Invalid provisions shall not affect remaining provisions.

Link to this section13. Independent Contractors#

The Parties are independent contractors.

Link to this section14. Waiver#

Failure to enforce any provision does not constitute waiver.

Link to this section15. Governing Law#

Delaware law governs. Disputes shall be resolved in Delaware state courts.

Link to this section16. No Limitation of Business#

Ultralytics may provide similar services to other entities.

Link to this section17. Co-Marketing#

Customer agrees to provide one written testimonial and grants Ultralytics the right to use Customer’s name and logo for marketing purposes, subject to brand guidelines.

Link to this section18. Entire Agreement#

These Terms, together with the applicable Order Form, constitute the entire agreement and supersede prior understandings.