Yellow.ai Terms of Service

Introduction

Bitonic Technology Labs Inc. and its affiliates (collectively, “Yellow.ai”) maintain the Yellow.ai websites that display or link to these Terms of Service (including www.yellow.ai) (collectively, this “Website”) and CX Automation Platform (the “Platform”), including a variety of related features, products, and services (collectively, the “Services”).

The terms and conditions set forth below (“Terms”), together with any additional terms set forth in an order form or purchase order or an agreement (“Order”) that references these Terms (collectively, this “Agreement”), govern your access and use of this Website and your acquisition and use of the Yellow.ai products and services you have requested. By visiting this Website or purchasing our Services, whether by registering online, ordering from a third party, or executing an Order, you agree to the terms of this Agreement unless you have executed a different written master subscription agreement for the Services as referenced in the Order, in which case such written master subscription agreement will govern. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity to these Terms, in which case the terms “Customer,” “you,” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

You can review the most current version of these Terms at any time on this page. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

Account Registration

If any of our Services require you to create an account, you must complete the registration process by providing us with current, complete, and accurate information as prompted by the applicable registration form or you may login through a third-party processor such as your Google account. In the latter case, personal information you provided to that third party, such as your name, email address, and other information, your privacy settings on that service allow us to access, will be used to create your Yellow.ai account. Your member account will include a username and password of your choosing.

You are responsible for maintaining the confidentiality of your password and account information. Furthermore, you are solely responsible for all activity that occurs under your account. If you notice any unusual activities or suspect unauthorized activity on your account or any other breach of security, you must immediately notify us at [email protected]. Yellow.ai will not be liable for any loss that you may incur as a result of someone else using your account or password, either with or without your knowledge. However, you could be held liable for losses incurred by Yellow.ai or our suppliers due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

We reserve the right to terminate unpaid user accounts and accounts that are inactive for more than 90 days. In the event of such termination, all data associated with such a user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. This data deletion policy applies to all Services.

Your Content/Customer Data

By using the Services, you may provide us with text, graphics, music, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services or images, file attachments, and other information (“your content”). You retain full ownership of your content. You can remove your content by deleting it. However, in certain instances, some of your content which may be posted as reviews or testimonials or when your data is shared with a third-party partner or service provider, may not be completely removed. We are not responsible or liable for the removal or deletion of any of your content, or the failure to remove or delete such content.

By making your content available through Services, you hereby grant to Yellow.ai a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to use, reproduce, modify, create derivative works based upon, publicly display, publicly perform and distribute copies of your content in connection with operating and providing the Services.

You are solely responsible for your content. You represent and warrant that t you own or have the necessary rights to all of your content, and that use of your content by Yellow.ai on or through the Services will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Services

As part of the Services, we provide you with access to a variety of resources, including documentation and other product information about the Services, download areas and other web services, software, including developer tools and sample code, training courses and other learning materials, and Application Program Interfaces (“APIs”). Your access and use of the Services, including any updates, enhancements, and new features we may provide, are subject to these Terms unless we have provided certain products or services to you under more specific terms, in which case, those more specific terms will apply.

Software

Unless you have a valid agreement with Yellow.ai that entitles you to do so, you may not copy, reproduce, resell, sublicense, or redistribute any software made available to you. For your convenience, we may make available various tools and utilities for you to download and use as part of the Services.

Some of the tools and utilities provided as part of the Services or made available for download use artificial intelligence and machine learning (collectively, “AI”) to allow you, your employees and agents, or your customers and other end-users to submit text and other materials (a “Prompt”) and receive AI-generated results (“Output”) via various interfaces including APIs, chat bots, and web portals (collectively, the “GenAI Services”). Some of the GenAI Services may be integrated into your application or software environments through interfaces that allow users to submit Prompts and receive Outputs. We are constantly working to improve the AI features of our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of AI, use of the GenAI Services may result in incorrect Output that does not accurately reflect real people, places, or facts. The GenAI Services may generate responses by reading a user’s request and then predicting the next most likely words that might appear in response. In some cases, the most likely next words may not be the most factually accurate ones. For these reasons, you should not rely on the factual accuracy of Output from the GenAI Services. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. Where human review is not possible or practical, you are responsible for providing appropriate notice to your users, including end users accessing AI through your platform, that is sufficient for them to understand the limitations of any AI features being used, including, but not limited to, that users should not rely on factual assertions in Outputs without independently fact checking their accuracy and that users may be exposed to content they may find offensive, inappropriate, or objectionable. You are solely responsible for the actions you take using the GenAI Services, including for ensuring that your use of the Output does not violate any applicable law or these Terms. You agree that you use the GenAI Services at your own risk.

We do not make any assurances with regard to the accuracy of the results or output, including the Output from the GenAI Services, that derives from such use of any such tools and utilities.

Documentation

Except as otherwise set forth in the terms that accompany any documentation made available to you as part of the Services, you may annotate, translate, and make a reasonable number of copies of such documentation for your internal use in designing, developing, and testing your software, products, and services, and you may distribute a reasonable amount of portions of the documentation as necessary to document your software, products, and services. You may not publish any such annotations or translations. You must preserve the copyright notice in all copies of the documentation and ensure that both the copyright notice and this permission notice appear in those copies. The documentation and related graphics published on this Website may contain technical inaccuracies or typographical errors.

Yellow.ai Academy

The training courses and accompanying training materials provided to you as part of the Services are the copyrighted works of Yellow.ai and its suppliers. Subject to these Terms, Yellow.ai grants you a personal, restricted, time-limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the courses and training materials solely for your personal or internal business purposes. You may not directly or indirectly through a third party, nor authorize any third party to, do any of the following: (i) copy, print, modify, adapt, create derivative works of, market, deliver, sublicense, distribute, publicly display, or otherwise grant rights to the courses or training materials, or any copy thereof, in whole or in part, except as expressly provided in this Agreement; (ii) loan or resell the Yellow.ai courses, or any part thereof in any way including, but not limited to, making the courses and training materials available to any other person, including using on a service bureau or time sharing basis, via shared access to a computer network or access information, which may include the log-in name and password or other authentication data; (iii) remove any proprietary notices or labels from the courses or training materials; or (iv) make copies of the courses, copy any printed materials or documentation accompanying the courses, or give copies to another person, or duplicate the courses or training materials by any other means, including electronic transmission, except as specifically set forth herein. You acknowledge and agree that: (i) Yellow.ai may, from time to time, elect to update the courses and training materials, but Yellow.ai does not warrant or guarantee that any courses or training materials will be updated, or that any updates will be made available to you; (ii) you will use the content included in the courses or training materials only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment.

Restrictions

The Services, including this Website, the Yellow.ai Platform and related technology, and the Yellow.ai software, documentation, APIs, training materials, and other content, is protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. Yellow.ai reserves all rights not expressly granted under these Terms, and no other rights are granted by implication, estoppel, or otherwise. You may only use the Platform and Services as permitted by law, including all applicable international, federal, state, and local laws and regulations. We reserve the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

You may not use the Platform or Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Platform or Services in any manner that could damage, disable, overburden, or impair any Yellow.ai Platform or Services, or interfere with any other party’s use and enjoyment of the Platform or Services. You may not attempt to gain unauthorized access to the Platform or Services, or other accounts, computing systems, or networks and applications, through hacking, password mining, or any other means.

Do not, for example:

Use any engine, software, tool, agent, device, mechanism or the like to access, search, download, or use the Platform orServices in any way other than through our publicly supported interfaces;
Access, tamper with, or use non-public areas of this Website, the Platform, or the technical delivery systems of our service providers;
Probe, scan, or test the vulnerability of any Yellow.ai system or network or breach any security or authentication measures;
Decipher, decompile, disassemble, or reverse engineer the Platform or any of the software used to provide this Website or the Services;
Plant malware or use the Platform or Services to distribute malware;
Violate the privacy of any third parties, including employees, consultants, service providers, of other users of the Services;
Violate any applicable law or regulation;
Impersonate or misrepresent your affiliation with any person or entity, or post or transmit anything that is fraudulent or misleading; or
Attempt any of the above, or encourage or enable any third party to do any of the above.

Some of the Services may contain bulletin boards, chat areas, user groups, forums, communities, personal webpages, calendars, photo albums, file cabinets, and email or other message or communication facilities designed to enable you to communicate with others (“Communication Services”). You agree to use the Communication Services only to post, send, and receive messages and material that are proper and, when applicable, related to the particular Communication Service. When using the Communication Services, you may not:

Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messaging (commercial or otherwise);
Send unsolicited communications, promotions, advertisements, or spam;
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, upload, distribute, or disseminate any offensive, inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, material, or information;
Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, unless you own the rights thereto or have received all necessary consent to do the same;
Use any material or information, including images or photographs, which are made available through the Website or Communication Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s property;
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages;
Download any file posted by another user of the Communication Services that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, or distributed;
Falsify or delete any copyright management information, such as author attributions, legal or other notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
Restrict or inhibit any other user from using and enjoying the Communication Services;
Violate any code of conduct or other guidelines which may be applicable to the Communication Services;
Harvest, mine, or otherwise collect information about others, including email addresses and any other personally identifiable information;
Violate any applicable laws or regulations;
Create a false identity for the purpose of misleading others; or
Use, download, copy, or provide (whether or not for a fee) any directory of users of the Services or other user or usage information.

Yellow.ai has no obligation to monitor the Communication Services. However, we reserve the right to review materials sent or posted using the Communication Services and to remove any materials at our sole discretion. Furthermore, we reserve the right to terminate your access to any or all of the Communication Services at any time, without notice, in case of violation of the above. We reserve the right at all times to disclose any information deemed necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, at our sole discretion. Always use caution when providing any personally identifiable information in the Communication Services. Yellow.ai does not control or endorse the content, messages, or information in the Communication Services and specifically disclaims any liability with regard to the Communication Services and any actions resulting from your use of or participation in the Communication Services. Materials uploaded or posted to the Communication Services may be subject to limitations on usage, reproduction, or dissemination.You are responsible for adhering to any such limitations if you download any such materials.

Violation of Terms of Service

We reserve the right to terminate your user account or otherwise suspend use of or access to the Services if you are found in violation of these Terms. Further, we reserve the right to pursue any and all legal and equitable remedies against you for such violations.

Privacy Policy

Our Privacy Policy governs how we protect your privacy and handle your personal information when you use this Website, the Platform, or the Services. You agree that your use of this Website, the Platform, and the Services indicates your acceptance to the processing of your personal information in accordance with our Privacy Policy.

You have sole responsibility for the accuracy, quality, and legality of the personal data of your end users and other individuals that you provide to us to enable the provision of the Services (“Customer Data”) and the means by which you acquire the Customer Data. If you are using the GenAI Services, the Services may send applicable portions of your content, including Customer Data in an anonymised form or as-is based on your requirements, to other applications or websites, including to third-party AI providers which are authorized by you for the scope of your engagement with us. By using the GenAI Services, you authorize and instruct us to send your content to the applicable third-party AI provider, which will be handled in accordance with its terms once your content flows out of our environment. We are not responsible for your content after it has been provided to a third-party AI provider since we will not have control over their environment. You are responsible for providing notice to and, if required, obtaining consent from, such end users and other individuals for processing and transferring their personal data to Yellow.ai and its third-party service providers.

Yellow.ai agrees and acknowledges that it is processing Customer Data on your behalf and is acting as “DataProcessor/Business Associate” for you under this Agreement as per applicable data protection legislation. Yellow.ai is dedicated to providing data protection and to promote compliance with applicable data protection legislation. Yellow.ai is dedicated to implementing and maintaining reasonable administrative, physical, and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any Customer Data that is held by Yellow.ai. Yellow.ai will endeavor to notify Customer within 48 hours following discovery of any suspected breach or compromise of the security, confidentiality, or integrity of any Customer Data.

You shall comply with all applicable data protection legislation in the course of utilizing the Services and any observation or breach of data protection shall be reported to Yellow.ai via [email protected] within 24-48 hrs since discovery (6hrs for Indian entities as per CERT-In guidelines).

You understand and acknowledge that certain risks are inherent in the transmission of information over the internet. By using the Services, you have chosen to use the security measures deployed by Yellow.ai. Yellow.ai has obtained third-party security certifications and audits, such as ISO/IEC 27001:2013, ISO/IEC 27018:2019 and SOC 2 Type 2. Further information on security measures deployed by Yellow.ai may be accessed at yellow.ai/platform/enterprise-grade-security/.

Yellow.ai provides the possibility to store data in various locations such as India, Middle East, Asia, Indonesia, Singapore, USA, and European Union as per Customer’s legal, regulatory, and contractual requirements. Customer may denote the desired location of hosted data at the time of registration. If such a choice is not made by Customer, the Customer Data shall be assigned to the data centers as required by applicable law in one of the aforementioned locations.

WhatsApp Business Account

In addition to your agreement with these Terms, the following provisions apply with respect to your use of the WhatsApp Business Services that may be available as part of the Platform. Your use of such functionality is governed by the WhatsApp Business Terms of Service, which are available at https://www.whatsapp.com/legal/business-solution-terms.

Links to Third-Party Sites

This Website may contain links to websites owned and operated by third parties. These links are provided for informational or advertising purposes only. The linked sites are not under the control of Yellow.ai and Yellow.ai is not responsible for the contents of any linked sites. The inclusion of any link does not imply Yellow.ai’s endorsement of such site or its contents.

If any third-party services are part of the Services, such services shall be provided without modification on an “as is” and “as available” basis and subject to approval of such third party. You agree to adhere to any relevant terms and conditions issued by such third party, which may be subject to change anytime at the discretion of such third party.

IP/Copyright Infringement

We respect the intellectual property rights of others and expect you to do the same. If you find any instances of infringement of any intellectual property, whether yours, Yellow.ai’s, or a third party’s, we request you to notify us at [email protected]. We will take suitable action up to and including terminating the user account of the violating user and notifying the appropriate authorities of such violations. In accordance with the Digital Millennium Copyright Act of 1998, Yellow.ai will respond expeditiously to claims of copyright infringement committed using our Platform or Services as reported to us.

Confidentiality

From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) non-public, proprietary, and confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information.

Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this confidentiality section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder, or (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party Confidential Information.

The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.

Subscription Term, Fees & Payment

If Yellow.ai has granted you access to any products or Services or portion of products or Services free of charge or at discounted pricing, Yellow.ai reserves the right to impose charges or otherwise change its pricing and your continued use following notice of any such changes will result in charges for such continued use.

Unless otherwise agreed in writing, the Services are provided on a subscription basis for the term described in your ordering documentation (“Initial Term”) and, thereafter, automatically renewing for additional one-year terms (each a “Renewal Term”), unless either party provides the other party with written notice of non-renewal at least 30 days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the “Subscription Term.”

You shall pay the fee for the Services (“Service Charges”) as set forth in the Order.

Support

Yellow.ai provides Technical Support to its paid users per the Support and SLA Policy. For further queries on Technical Support, you may reach out to us at [email protected].

Professional Services

Yellow.ai also provides Professional Services to its paid users, where we will provide customer success managers to assist you with product-related troubleshooting and implementation support. For more information about Professional Services, you may reach out to us at [email protected].

Term & Termination

We may terminate or modify your access to and use of this Website and the Services, at our sole discretion, at any time and without notice to you in case of violation of these Terms. Likewise, you may cancel your account at any time, although we will be sorry to see you go.

If we suspend or terminate your user account or use of the Services for inactive user status or your notice to terminate your account, we will let you know in advance and assist you to retrieve your data.

We reserve the right to suspend your account with immediate effect if we find that you have violated these Terms, if you are suspected of illegal activity, or in compliance with requests by law enforcement or other government agencies. You may object to such suspensions by contacting us at [email protected] within 30 days of notification of suspension.

Either Party may terminate this Agreement by written notice to the other Party: (i) immediately in the event of a material violation or breach by the other Party of any term of this Agreement (including any Order) that cannot be remedied; (ii) within 30 days following receipt of such written notice in the event of a material violation or breach by the other Party of any term of this Agreement (including any Order) that is capable of being cured and the breaching Party fails to cure within 30 days; or (iii) if the other Party (a) becomes insolvent; (b) becomes subject to a petition in bankruptcy filed by or against it that is not dismissed within 30 days of the filing of such petition; (c) is placed under the control of a receiver, liquidator or committee of creditors; or (d) dissolves, ceases to function as a going concern or to conduct its business in the normal course.

Upon expiration or earlier termination of the Agreement: (i) Customer shall immediately discontinue use of and access to the Platform and the Services; (ii) Customer shall be liable to pay in full the Service Charges (including any third-party fees) up to and including the last day on which the Services are provided and for any works-in-progress for which instructions have been provided by Customer. Further, if Customer terminates this Agreement other than for cause, Customer shall continue to be liable to pay the Service Charges for the remainder of the Subscription Term. For avoidance of doubt, Service Charges paid in advance shall not be liable for any refund or adjustment.

Company shall provide a one-time data export in JSON format of Customer’s data stored in the Platform. Upon completion of the data export, such data and the account of Customer will be deleted. If Customer does not opt for data export within 30 days of termination, Customer’s data shall be deleted after in accordance with Yellow.ai’s data retention policies.

All terms of this Agreement which by their nature should survive termination will survive termination, including without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

TRIAL PERIOD

If Yellow.ai has made available a free, trial, or evaluation access to the Services (“Trial Access”), such access is limited to evaluating the Service to determine whether to purchase the Services subscription from Yellow.ai. You may not use Trial Access for any other purposes, including but not limited to competitive analysis, commercial, professional, or for-profit purposes. Yellow.ai has the right to terminate Trial Access at any time. Unless you purchase a subscription for the Service, upon any such termination or expiration Customer’s Trial Access will cease. If you purchase a subscription to the Service, all of the terms and conditions in this Agreement will apply to such purchase and the use of the Service unless you have executed a different written master subscription agreement for the Services, in which case such written master subscription agreement will govern.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, YELLOW.AI WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL ACCESS.

Warranty Disclaimer

Yellow.ai services are provided “AS IS”. We also disclaim any warranties of merchantability, fitness for a particular purpose or non-infringement. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of this Website, the Services, or the Platform. Some states in the United States do not allow the types of disclaimers in this paragraph, so they may not apply to you.

EXCEPT AS PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND YELLOW.AI, YELLOW.AI DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICES, INCLUDING ANY CONTENT AND INFORMATION AVAILABLE ON THIS WEBSITE, ALL OF WHICH ARE PROVIDED “AS-IS”. YELLOW.AI DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICES. THE USE OF THE SERVICES IS AT YOUR OWN RISK.

Indemnity and Release

You will indemnify and release Yellow.ai, its directors, officers, employees, contractors, and consultants, and hold them harmless from any and all claims and expenses, including legal fees arising from your use of this Website, the Platform, and the Services or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees.

Limitation of Liabilities

IN NO EVENT SHALL YELLOW.AI ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR PERFORMANCE OF THE SERVICES, OR INFORMATION AVAILABLE FROM OR OBTAINED THROUGH ANY OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL YELLOW.AI, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, PROFIT, DATA, GOODWILL, SERVICE INTERRUPTIONS, COMPUTER DAMAGE, OR SYSTEM FAILURE), REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YELLOW.AI HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YELLOW.AI’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO YELLOW.AI FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.

Some states in the United States do not allow the types of limitations in this paragraph. If you are in one of these jurisdictions, these limitations may not apply to you.

Testimonials and Reviews

This Website may allow you to post feedback, testimonials, and reviews of the Platform and Services (“reviews”). By posting, uploading, inputting, providing, or submitting reviews, you grant to Yellow.ai and its designees, without charge, the right to use, share, and commercialize your reviews in any way and for any purpose. You will not give any reviews that are subject to a license. By posting reviews, you warrant and represent that you own or otherwise control all of the rights to your reviews as described in these Terms including, without limitation, all the rights necessary for you to post the reviews. Reviews reflect the opinion of the author and not the opinion of Yellow.ai.

Advertisements and Promotions

Yellow.ai may run advertisements and promotions from third parties on or through this Website or the Services. Your correspondence or business dealings with, or participation in promotions of, advertisers other than yellow.ai found on or through this Website or the Services, including payment and delivery of related goods or services, and any other terms associated with such dealings, are solely between you and such third party. Yellow.ai is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as a result of the presence of such advertisers on this Website or the Services.

Export Control

You acknowledge that the Platform, and any information, documentation, software, and APIs, obtained from or through this Website or the Services are subject to export controls and economic sanctions laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). By downloading or accessing any such materials, you certify that you: are not a U.S. denied or sanctioned person or located in or acting for or on behalf of a country or government subject to U.S. embargo or sanctions; will not use the materials in connection with an end-use prohibited by U.S. law; and are eligible to receive such materials under U.S. export controls and economic sanctions laws and regulations. You further agree that you will not export, reexport, transfer, retransfer, sell, supply, or allow access to or use of the materials (including to, in, by, or for a denied, sanctioned, embargoed, or prohibited country, person, or end use under U.S. law) without a license or other authorization from the U.S. Government, and assume sole responsibility for obtaining any necessary license or other authorization. Diversion contrary to U.S. law is prohibited.

Governing Law, Arbitration and Jurisdiction

Governing Law and Jurisdiction

All matters relating to these Terms, your access to or use of this Website or the Services are governed by the laws of the Commonwealth of Delaware, USA, without regard to its conflict of law provisions.

Arbitration

You and Yellow.ai agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration. You and Yellow.ai agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of this Website or the Services (collectively, “Disputes”) will be settled by binding arbitration in accordance with the Delaware Rapid Arbitration Act, with one arbitrator to be jointly selected by the Parties. Judgment upon the award rendered by the arbitrator may be entered in courts of competent jurisdiction in the County of New Castle, Delaware. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liabilities” section above as to the types and amounts of damages for which a party may be held liable.Each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree to submit to the jurisdiction of and agree that the venue is proper in these courts.

Exceptions to Arbitration

This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

Class Action Waiver

Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

Entire Agreement

Unless you and Yellow.ai enter into a separate valid subscription agreement or similar service agreement, these Terms constitute the entire and exclusive agreement between you and Yellow.ai and supersede and replace any other agreements, terms, and conditions. These Terms do not create third-party beneficiary rights.The terms and conditions of any purchase order (or of any unilateral document not agreed in writing by authorized representatives of both parties) will have no effect on the rights or obligations of the parties, regardless of any failure by the other party to object to such terms and conditions.

Publicity

Unless otherwise specified, Yellow.ai reserves the right to use your name, logo, and marks (including marks on Customer properties) to identify you as a Yellow.ai customer on this Website and other marketing materials.

Waiver

Failure to enforce any right or provision by Yellow.ai in these Terms shall not constitute a waiver of such right or provision or of any other rights or provisions present in these Terms.

Severability

If a provision of these Terms is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

Assignment

You may not assign any of your rights in these Terms without our written consent, and any such attempt will be null and have no effect. Yellow.ai reserves the right to assign or transfer its obligations under these Terms without restriction.

Corrections and Changes

While we will endeavor to keep this Website up to date, Yellow.ai cannot assume responsibility for any errors or omissions in the materials made available on this Website or through the Services. Yellow.ai further does not warrant the accuracy or completeness of the information, text, graphics, links, or other items contained within such materials. Yellow.ai may make changes to the materials, or to the products and/or service offerings described herein, at any time without notice, and makes no commitment to update the information contained herein. Your use of this Website or the Services after modifications or corrections made by us shall be deemed to constitute acceptance by you of such modifications or corrections.

Contact Information

We welcome your comments and feedback regarding these Terms, please reach out to us at [email protected].