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.
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.
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.
Customer may:
Use may span multiple internal research initiatives, provided all remain strictly non-commercial and non-operational.
Customer shall not, and shall not permit any third party to:
Use beyond R&D Use constitutes material breach.
All Software is provided “as is” unless expressly stated otherwise.
During the License Term:
Service Level Agreements or Consulting Services require separate agreements.
Ultralytics retains all right, title, and interest in the Software and Documentation.
Customer retains ownership of:
Ultralytics claims no ownership over Customer-trained Models.
No implied rights are granted.
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:
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.
To the extent permitted by law:
This limitation does not apply to gross negligence, willful misconduct, payment obligations, confidentiality breaches, or unauthorized use of the Software.
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.
Neither Party may assign these Terms without prior written consent, except in connection with merger, acquisition, or sale of substantially all assets.
Invalid provisions shall not affect remaining provisions.
The Parties are independent contractors.
Failure to enforce any provision does not constitute waiver.
Delaware law governs. Disputes shall be resolved in Delaware state courts.
Ultralytics may provide similar services to other entities.
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.
These Terms, together with the applicable Order Form, constitute the entire agreement and supersede prior understandings.
