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.
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:
The Order Form determines:
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.
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.
Customer shall not, and shall not permit any third party to:
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.
During the License Term:
Service Level Agreements and Consulting Services require separate written agreements.
All Software is provided “as is” unless expressly stated otherwise.
Ultralytics retains all right, title, and interest in and to the Software and Documentation, including all intellectual property rights.
Customer retains ownership of:
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.
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:
Continued use requires a separate Commercial License.
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.
To the maximum extent permitted by applicable law:
This limitation shall not apply to gross negligence, willful misconduct, payment obligations, confidentiality breaches, or unauthorized use of the Software.
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 shall indemnify and hold harmless Ultralytics from and against claims arising from Customer’s breach of these Terms.
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.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.
Failure by either Party to enforce any provision shall not constitute a waiver of future enforcement.
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.
Ultralytics may provide similar licenses or services to other entities without restriction.
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.
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.
