Tune in to YOLO Vision 2025!
September 25, 2025
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Hybrid event
This Student Software License Agreement (the “Agreement”) is entered into by and between Ultralytics Inc. (the “Company”), a Delaware corporation with its principal offices at 5001 Judicial Way, Frederick, MD 21703, United States, and the individual who accepts the terms and conditions of this Agreement (the “Licensee”). Each may be referred to individually as a “Party” and collectively as the “Parties.” This Agreement becomes effective on the date the Licensee either (i) accepts these terms and conditions, or (ii) submits a purchase order, whichever occurs first (the “Effective Date”).
As used in this Agreement, the following terms have the following specific meanings:
All public software products are maintained at the Ultralytics GitHub Organization at https://github.com/ultralytics/. All Software included in this Agreement as well as all Documentation included with said Software is provided in an “as is” condition.
The Company grants Licensee a non-exclusive, non-transferable, revocable license during the License Term to use the Software solely for academic purposes, limited to student research projects, theses, dissertations, educational demonstrations, and related non-commercial activities. Licensee is permitted to make modifications to the Software and to train Models using the Software for educational purposes. Licensee shall own all rights, title and interest in and to Software modifications they make and any Models that they train with the modified or unmodified Software. Ultralytics shall have no rights in or to such Licensee-trained Models or Software modifications. Licensee shall include appropriate attribution to Ultralytics and the Software in any academic publications, presentations, or public demonstrations that utilize the Software or Models trained using the Software. Such attribution shall include citation to Ultralytics' official documentation.
The Licensee is strictly prohibited from using the Software for any commercial, production, or internal operational purposes. The Software is provided solely for academic and educational use, as defined in this Agreement. Without limiting the foregoing, the Licensee shall not, and shall not permit any third party to: (1) use the Software for commercial deployments, production environments, revenue generation, cost reduction, or any form of operational use, whether for the benefit of the Licensee or any third party; (2) sublicense, resell, distribute, or otherwise transfer the license or any portion thereof to any third party, whether or not for commercial gain, including but not limited to any individual, researcher, company, organization, academic institution, university, subsidiary, or affiliate; and (3) alter, obscure, or remove any proprietary notices, copyright statements, license terms, or other attributions contained in the Software or its accompanying documentation.
In consideration of the license granted by the Company under this Agreement, the Licensee agrees to pay the Company the Annual Fee, plus any applicable taxes, for the Software provided under this Agreement. Payment shall be due within thirty (30) days of the date of acceptance of the terms and conditions herein. A late fee of one and a half percent (1.5%) per month will be applied to any overdue amounts. The Company reserves the right to increase the Annual Fee at any time without prior notice. No refunds will be issued in the event of termination of this Agreement, whether by the Licensee or the Company, and regardless of the timing, reason, or whether notice of termination was provided in a timely manner. The Licensee acknowledges and agrees that if timely notice of non-renewal or termination is not provided prior to the applicable renewal date, the Company may charge the Licensee for the subsequent Annual Fee, and such charge shall be due and payable in accordance with this Agreement.
This Agreement will begin on the Effective Date for a period of one (1) year, and will be automatically renewed for one (1) year terms (the initial term and all renewal terms collectively being the “License Term”) and charged the Annual Fee, unless either Party provides a written notice of non-renewal at least forty-five (45) days before the end of the current License Term. Licensee’s credit card account (or other payment method account) will be charged without further authorization from Licensee, absent the aforementioned written notice of non-renewal.
Notwithstanding anything to the contrary in this Agreement, this Student License shall automatically terminate upon the earliest occurrence of any of the following events: (a) completion of the Licensee’s academic research project, thesis, dissertation, or other academic objective for which the Software was originally licensed; (b) graduation, withdrawal, or other conclusion of the Licensee’s enrolment in the academic program at the institution with which they were affiliated at the time of acquiring this license; (c) termination by either Party upon written notice to the other; (d) cancellation of the associated payment subscription via Stripe, or failure to maintain an active subscription, which shall be deemed termination of this License; (e) termination by the Company at its sole discretion, with or without cause; or (f) a material breach of any term or condition of this Agreement by the Licensee.
The Company reserves the right to terminate this Agreement at any time without any reason and without a need to refund. The Company may at any time terminate this Agreement if the Licensee fails to comply with any of the terms and conditions of this Agreement. Upon termination or expiration of this Agreement, the Licensee must immediately cease all use of the Software, including in any research projects or prototypes developed during the License Term. Continued use of the Software shall only be permitted if the Licensee transitions to: (a) compliance with the AGPL-3.0 license (or other applicable open-source license in effect at the time), or (b) a valid commercial or research and development license obtained from the Company. Continued use of the Software beyond the License Term, for any purpose, is strictly prohibited unless covered under a separate open-source, commercial, or research and development license agreement executed with the Company. Licensee may retain copies of such research projects or prototypes solely for archival purposes, provided they are not used for any commercial, operational, or production purposes. Any knowledge or training materials developed internally during the License Term, which incorporate insights gained from the use of the Software, may be retained and used by the Licensee for internal educational purposes only, without any further right to modify, distribute, or use the Software in any way. Upon termination or expiration of this Agreement, the Licensee may transition to another license, subject to the Company’s approval and applicable licensing terms.
Ownership of the Software and Documentation, including all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Company. Licensee retains ownership of any custom versions or modifications of the Software made by Licensee, as well as any custom trained Models created by Licensee using the Software. Company reserves all rights not expressly granted by it to Licensee under this Agreement. There are no implied rights.
Parties agree to protect each other's confidential information using no less than reasonable care and to avoid disclosure of any confidential information. To the extent either Party is required by law to disclose the other Party's confidential information, the disclosing Party shall make such disclosure, provided that it promptly notifies the other Party of such requirement prior to disclosure (to the extent permitted by law), and reasonably cooperates, at its own expense, regarding efforts to avoid and limit disclosure. Upon the reasonable request of either Party, the other Party will either return, delete, or destroy all confidential information of the requesting Party and certify the same.
To the maximum extent permitted by applicable law, the Company shall not be liable to the Licensee for any indirect, special, incidental, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of data, loss of use, business interruption, or loss of revenue, arising from or related to this Agreement or the use or inability to use the Software or Documentation, even if advised of the possibility of such damages. In no event shall the Company’s total aggregate liability to the Licensee for any and all claims, whether in contract, tort (including negligence), strict liability, equity, or otherwise, exceed the total fees paid by the Licensee under this Agreement in the twelve (12) months preceding the claim. These limitations apply notwithstanding the failure of essential purpose of any remedy. Notwithstanding anything to the contrary, nothing in this Agreement shall impose any liability on the Company for: (a) any third-party claims arising from the Licensee’s use of the Software or Documentation; (b) the performance, operation, or outcome of any models trained or deployed by the Licensee; or (c) any damages arising from Licensee’s failure to comply with this Agreement. All warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including but not limited to merchantability, fitness for a particular purpose, accuracy, or non-infringement, are disclaimed to the fullest extent permitted by law.
The Licensee shall defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) the Licensee’s use or misuse of the Software or Documentation; (b) any breach of this Agreement by the Licensee; (c) any violation of applicable law or third-party rights (including intellectual property rights); or (d) any content, models, or outputs developed, trained, or published by the Licensee using the Software. The Company shall have the right to assume the exclusive defense and control of any matter subject to indemnification by the Licensee, and the Licensee agrees to cooperate fully in the defense. The Company makes no representations or warranties regarding the performance, accuracy, reliability, or suitability of any Models trained using the Software, and Company shall have no liability for any consequences arising from the use of such Models. This Section shall survive termination or expiration of this Agreement.
Neither Party may assign this Agreement, or the rights and obligations herein, to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. In the event of assignment, this Agreement is binding. Company is permitted to assign without consent or notice obligations to any affiliate, or in the event of the sale of all or substantially all of its assets, merger, acquisition, corporate reorganization, change of control, or other similar transactions involving the Company (regardless of whether or not such the Company is the surviving entity).
If any term, clause or provision herein is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision.
The Parties’ status hereunder is that of independent contractors and not an employee or agent of the other. Each Party is an independent business and responsible for their own costs and expenses, including, those relating to federal, state, and local income taxes, unemployment taxes and workers’ compensation, liability insurance, and including the filing of all returns and reports and the payment of all assessments, taxes and other sums required of their business.
The waiver of either Party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware in the United States without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State Court located in Delaware.
At any time both Parties may contract without limitation with other entities that provide services similar to those to be provided by Company to Licensee.
Licensee may, at their discretion and upon reasonable request by the Company, choose to provide feedback, testimonials, or brief written statements describing their academic use of the Software and the benefits derived therefrom. If provided, the Licensee grants the Company permission to use their name, feedback, testimonials, and written statements for educational, informational, promotional, and commercial purposes, including but not limited to the Company’s website, blogs, case studies, marketing materials, social media, academic presentations, and related communications. The Parties may also voluntarily collaborate on co-authored content, such as blog posts, case studies, or academic write-ups that highlight the Licensee’s work. Any feedback, suggestions, modifications, or contributions provided by Licensee shall be subject to the Ultralytics Individual Contributor License Agreement (available at: https://docs.ultralytics.com/help/CLA/). This includes but not limited to code modifications, documentation improvements, bug reports, feature suggestions, and any other intellectual property shared with the Company. Licensee waives any moral rights in modifications to the Software to the same extent specified in the Ultralytics CLA.
To maintain the integrity of this Student License and ensure eligibility compliance, the Company reserves the right to request reasonable evidence of the Licensee’s current enrollment at an accredited educational institution at any time during the License Term. Such evidence may include, but is not limited to, a valid student ID, proof of current course registration, or a letter of enrollment issued by the institution. The Licensee agrees to provide the requested documentation within ten (10) business days of the Company’s request, and shall be subject to periodic verification every six (6) months. Failure to provide satisfactory verification within this period, or evidence that the Licensee is no longer eligible for a Student License, may result in immediate termination of this Agreement at the sole discretion of the Company.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Company reserves the right to modify, update, or change the terms and conditions of this Agreement at any time in its sole discretion. Company will provide Licensee with at least thirty (30) days' written notice of any material changes by email to the address provided during registration or through the Software interface. Continued use of the Software after the effective date of any modifications constitutes Licensee's acceptance of the revised terms. If Licensee does not agree to the modified terms, Licensee's sole remedy is to terminate this Agreement in accordance with Section 5.