R&D License Terms for Single-Project Use

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

By purchasing, accessing, or using the Software under an R&D Project 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 versions (such as YOLOv5, YOLOv8, YOLO11), any future versions released during the License Term, proprietary models supplied directly by Ultralytics, pre-trained models, supporting documentation, and any updates, improvements, added features, bug fixes, and maintenance releases.

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

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

“Defined Project” means the specific research initiative described in the applicable Order Form, including its objective, functional scope, and technical domain.

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

“R&D Use” means internal research, experimentation, evaluation, and proof-of-concept activities conducted solely within the scope of the Defined Project.

“Production Environment” means any live, operational, customer-facing, or revenue-supporting system.

“Commercial Use” means any use that:

• generates revenue;
• supports revenue-generating activities;
• reduces operational costs;
• supports internal business operations;
• is integrated into live systems;
• or is used in connection with products or services offered to third parties.

Link to this section2. Order Form Control#

The Order Form determines:

• The designation of this license as an R&D Project License;
• The description of the Defined Project;
• The License Term;
• The applicable Fees.

The Order Form may not expand or override the non-commercial limitations set forth in these Terms.

Use of the Software outside the Defined Project is strictly prohibited.

Link to this section3. License Grant#

Subject to payment of the applicable Fee and compliance with these Terms, Ultralytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software and Documentation solely within the Defined Project for R&D Use during the License Term.

No Commercial Use rights are granted.

This license applies only to the legal entity identified in the Order Form and does not extend to affiliates unless expressly stated.

Link to this section4. Strict Scope Limitation#

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

• Use the Software for any project other than the Defined Project;
• Expand the Defined Project beyond its described objective;
• Reuse trained Models outside the Defined Project;
• Deploy outputs into a Production Environment;
• Integrate outputs into operational systems;
• Commercialize results derived from the Software;
• Sublicense, resell, or transfer rights to the Software;
• Remove proprietary notices.

Testing in live environments, even temporarily, constitutes Production Use.

Material expansion of the Defined Project requires purchase of a new R&D Project License or a Commercial License.

Unauthorized expansion constitutes material breach.

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 and Consulting Services require separate written agreements.

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

Link to this section6. Ownership#

Ultralytics retains all right, title, and interest in and to the Software and Documentation, including all intellectual property rights.

Customer retains ownership of:

• Modifications created within the Defined Project;
• Models trained within the Defined Project.

Ultralytics claims no ownership over Customer-trained Models.

No implied rights are granted.

This license does not grant any right to commercialize or deploy Customer-trained Models.

Link to this section7. Term and Termination#

These Terms remain effective for the License Term specified in the Order Form.

Ultralytics may terminate these Terms for material breach, including breach of scope restrictions, subject to a thirty (30) day cure period.

Upon expiration or termination:

• Customer must cease all use of the Software;
• Ongoing R&D activities must wind down within thirty (30) days;
• Research prototypes may be retained solely for archival purposes;
• No production or commercial use may continue.

Continued use requires a separate Commercial License.

Link to this section8. Confidentiality#

Each Party shall protect the other Party’s confidential information using no less than reasonable care and shall not disclose such information except as required by law.

Upon reasonable request, confidential information shall be returned or destroyed.

Link to this section9. Limitation of Liability#

To the maximum extent permitted by applicable law:

• Neither Party shall be liable for indirect, incidental, special, consequential, or punitive damages;
• Each Party’s total aggregate liability shall not exceed the fees paid under this R&D Project License during the twelve (12) months preceding the claim.

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

Link to this section10. Indemnification#

Ultralytics represents and warrants that, to the best of its knowledge, the Software and Documentation do not directly infringe any third-party intellectual property rights.

Ultralytics shall defend and indemnify Customer against justified IP infringement claims, subject to prompt written notice, reasonable cooperation, and control of the defense.

This indemnity does not apply to claims arising from:

• Customer modifications;
• Combinations with third-party systems;
• Failure to implement updates;
• Use beyond the Defined Project;
• Unauthorized or unlawful use.

Customer shall indemnify and hold harmless Ultralytics from and against claims arising from Customer’s breach of these Terms.

Link to this section11. Assignment#

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

These Terms are binding upon permitted successors and assigns.

Link to this section12. Severability#

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Link to this section13. Independent Contractors#

The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.

Link to this section14. Waiver#

Failure by either Party to enforce any provision shall not constitute a waiver of future enforcement.

Link to this section15. Governing Law and Jurisdiction#

These Terms are governed by the laws of the State of Delaware.

All disputes shall be brought exclusively in the state courts located in Delaware.

Link to this section16. No Limitation of Business Activities#

Ultralytics may provide similar licenses or services to other entities without restriction.

Link to this section17. Co-Marketing#

Customer agrees to provide one written testimonial describing the benefits of using the Software and grants Ultralytics the right to use Customer’s name, logo, and trademarks 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 between the Parties and supersede all prior understandings relating to the subject matter.