These Terms of Use (the “Terms”) form a binding agreement between Ultimate, Inc. (“Ultimate,” “we,” “us,” or “our”) and the entity or person accessing or using Yardo (the “Service”) (“Customer,” “you,” or “your”).
If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“Authorized Users” means employees, contractors, and other users authorized by Customer to access the Service under Customer’s account.
“Customer Data” means data, content, and materials submitted to or processed in the Service by or on behalf of Customer or Authorized Users, including operational data and uploaded files.
“Documentation” means user guides and help materials made available by Ultimate for the Service.
“Fees” means subscription fees, usage-based charges, and any professional services fees set forth in an Order Form.
“Professional Services” means implementation, configuration, training, or consulting services, if purchased under an Order Form.
“Subscription Term” means the subscription period specified in an Order Form (or, if none, the period shown in the purchase flow).
“Usage Data” means data derived from operation of the Service that is aggregated and/or anonymized such that it does not identify Customer or any individual.
Subject to these Terms and applicable Order Forms, Ultimate grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to access and use the Service and Documentation for Customer’s internal business purposes.
Features may vary by plan. Ultimate may update the Service. If a change materially reduces core functionality paid for under an active, prepaid subscription, Customer may notify Ultimate and the parties will work in good faith to address the impact.
Trials, betas, and free features are provided “AS IS”, may be modified or discontinued at any time, and are excluded from any service level commitments or warranties.
Customer must provide accurate account information and keep it current. Customer is responsible for all activities under its account and for ensuring Authorized Users comply with these Terms.
Customer must safeguard credentials and promptly notify Ultimate of suspected unauthorized access.
Customer administrators may provision users, assign roles/permissions, and configure settings. Ultimate is not responsible for Customer’s internal permissioning decisions.
Customer and Authorized Users will not:
use the Service in violation of law or third-party rights;
upload malware or attempt to disrupt the Service;
probe, scan, or test vulnerabilities without authorization;
reverse engineer, decompile, or disassemble the Service (except to the extent prohibited by law);
access the Service to build a competing product;
publicly benchmark the Service without Ultimate’s written consent;
circumvent usage limits or reasonable technical controls.
Ultimate may suspend access to protect the Service, Customer, or others, including for suspected fraud or security risk.
Customer retains all rights in Customer Data.
Customer grants Ultimate and its subprocessors a limited license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, support, and improve the Service, and to comply with law.
Customer is responsible for (a) the accuracy and legality of Customer Data; (b) obtaining all notices and consents required for Customer Data, including personal data and communications (email/SMS) where applicable; and (c) complying with any sector-specific requirements that apply to Customer.
Ultimate may create and use Usage Data to operate, improve, and develop products and services. Ultimate owns Usage Data.
Upon termination or expiration, Ultimate will make Customer Data available for export for a limited period if available in the Service or stated in an Order Form. After that period, Ultimate may delete Customer Data consistent with retention policies and legal obligations.
The Service may interoperate with third-party products or services. Customer’s use of third-party services is governed by the third party’s terms. Ultimate is not responsible for third-party services, including their availability, security, or functionality.
Ultimate may provide support as described in the applicable plan, Documentation, or Order Form. The Service may be unavailable due to maintenance, updates, or circumstances beyond Ultimate’s control. Unless expressly stated in an Order Form, no SLA is provided.
If Customer purchases Professional Services, scope, deliverables, timelines, and Fees will be set forth in an Order Form or statement of work. Customer will provide timely access to personnel, systems, and information reasonably required.
Customer will pay Fees described in the applicable Order Form or purchase flow. Ultimate may invoice in advance (subscription) and/or in arrears (usage). Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs.
Fees are non-refundable except as required by law or expressly stated in an Order Form.
Fees are exclusive of taxes. Customer is responsible for applicable sales, use, VAT, GST, withholding, and similar taxes, excluding taxes on Ultimate’s income.
Ultimate and its licensors retain all rights in the Service, Documentation, and related technology.
If Customer provides suggestions or feedback, Ultimate may use it without restriction or obligation.
Unless Customer opts out in writing, Ultimate may use Customer’s name and logo as a customer reference. Customer may revoke this permission at any time.
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood as confidential.
The receiving party will protect Confidential Information using reasonable care and use it only to perform under these Terms.
Confidential Information does not include information that is (a) publicly available without breach; (b) independently developed; (c) rightfully obtained from a third party without duty of confidentiality; or (d) approved for release in writing.
A party may disclose Confidential Information if required by law, provided it gives notice when legally permitted.
Ultimate will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No system is perfectly secure.
A “Security Incident” means unauthorized access to Customer Data in the Service. Ultimate will take commercially reasonable steps to investigate and mitigate Security Incidents and provide notice consistent with applicable law and any Order Form commitments.
Ultimate warrants that during the Subscription Term the Service will materially conform to the Documentation under normal use.
This warranty does not apply to issues caused by (a) misuse; (b) modifications not made by Ultimate; (c) third-party services/integrations; (d) networks or systems outside Ultimate’s control; or (e) trials/betas.
Customer’s sole and exclusive remedy for breach of this warranty is for Ultimate to use commercially reasonable efforts to correct the nonconformity, or if not feasible, to terminate the affected subscription and refund prepaid unused Fees for the affected period.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ULTIMATE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Customer will indemnify and hold harmless Ultimate and its Affiliates from claims arising out of (a) Customer Data; (b) Customer’s use of the Service in violation of law or these Terms; or (c) Customer’s breach of these Terms.
Ultimate will indemnify and hold harmless Customer from third-party claims that the Service infringes a U.S. patent, copyright, or trademark, and will pay finally awarded damages and reasonable attorneys’ fees, provided Customer (a) promptly notifies Ultimate; (b) grants Ultimate control of the defense and settlement; and (c) reasonably assists.
Ultimate has no obligation for claims arising from (a) Customer Data; (b) third-party services; (c) Customer modifications; or (d) use not in accordance with the Documentation.
If the Service becomes (or in Ultimate’s opinion is likely to become) infringing, Ultimate may (a) modify the Service; (b) obtain a license; or (c) terminate the affected subscription and refund prepaid unused Fees.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Sections 15.1 and/or 15.2 may not apply to (a) Customer’s payment obligations; (b) either party’s breach of confidentiality; (c) Customer’s violation of Acceptable Use; or (d) amounts payable under Section 14 (Indemnification), to the extent prohibited from limitation by applicable law.
These Terms start when Customer first uses the Service and continue until terminated. The Subscription Term is specified in an Order Form.
Subscriptions may renew automatically if specified in the Order Form or purchase flow, unless cancelled before the renewal date.
Ultimate may suspend access if (a) Customer is past due; (b) Customer violates Acceptable Use; or (c) suspension is necessary to prevent harm or a Security Incident.
Either party may terminate an Order Form for material breach if not cured within 30 days after notice (or immediately for illegal use or serious security risk).
Upon termination, Customer must stop using the Service. Sections that by their nature should survive will survive.
Customer will comply with applicable laws and will not use the Service in violation of export control or sanctions laws.
Neither party is liable for delays or failures caused by events beyond reasonable control, provided it uses reasonable efforts to resume performance.
Customer may not assign these Terms without Ultimate’s written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing. Ultimate may assign to an Affiliate or successor.
Ultimate may provide notices electronically (including in-product). Customer notices to Ultimate must be sent to legal@ultimate.dev.
These Terms are governed by the laws of the State of Delaware, excluding conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Delaware.
Independent Contractors. The parties are independent contractors.
Severability. If any provision is unenforceable, the rest remains in effect.
Waiver. Failure to enforce is not a waiver.
Entire Agreement. These Terms and Order Forms are the entire agreement regarding the Service.
Amendments. Ultimate may update these Terms. Material changes will be posted and may be notified via the Service. Continued use after the effective date constitutes acceptance.
Ultimate, Inc. 16192 Coastal Highway Lewes, DE 19958
Email: legal@getyardo.com