Terms and conditions

TERMS AND CONDITIONS FOR YOUDA LTD'S FREE PRODUCT

1. Definitions

• “App” means any authentication application software made available to the Customer by the Supplier and through which the Services are delivered.
• “Authorised Users” means those employees and independent contractors of the Customer who are authorised by the Customer to use the Software under this Agreement.
• “Confidential Information” means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clauses 10.4 and 10.5.
• “Controller, Processor, Data Subject, Personal Data, personal data breach, Processing and appropriate technical and organisational measures” shall each have the meaning given to it in the Data Protection Legislation.
• “Customer Data” means any data which is uploaded or otherwise submitted to the Software directly by the Customer, its Authorised Users, or by the Supplier on the Customer's behalf, including any data submitted into the Software indirectly via any third party application used by the Customer, excluding any Derived Data.
• “Data Protection Legislation” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"), the Data Protection Act 2018, and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426)).
• “Data Subject Request” means a request from a Data Subject to access, correct, amend, transfer, or delete that Data Subject's Personal Data consistent with their rights under the Data Protection Legislation.
• “Derived Data” means any data which is derived from the Customer’s use of the Services or the processing of Customer Data, which shall include (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.
• “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• “Personal Data” means any Personal Data contained in the Customer Data.
• “Services” means the provision by Youda of access to the Software to allow Authorised Users to access and use the Software on the Customer's behalf, and any Professional Services to be provided under this Agreement (in each case as applicable and given the context in which the term "Services" is used).
• “Software” means Youda's software application known as Youda (including any related API, App, or Website from time to time) to which the Customer will be granted remote access pursuant to the terms and conditions of this Agreement.
• “Sub-processor” means any natural or legal person, public authority, agency, or other body which possesses Personal Data on behalf of a data Controller or a data Processor.
• “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.
• “Website” means any website operated by Supplier through which the Software is delivered to or accessed by the Customer.

2. Introduction

• 2.1. These Terms and Conditions ("Terms") govern the use of Youda Ltd (“Youda”) free product (the "Service"). By registering for or using the Service, the customer ("Customer") agrees to these Terms.
• 2.2. The Service allows Customers to upload documents to the knowledge library on the Youda web app, create user accounts, and invite users to download the Youda mobile app to search and retrieve information using a Retrieval Augmented Generation AI agent.
• 2.3. These Terms form a legally binding agreement between Youda Ltd ("Youda," "we," "us," or "our") and the Customer.
• 2.4. These Terms are governed by the laws of England and Wales.

3. Licence and Use

3.1. Subject to these Terms, Youda grants the Customer a limited, non-exclusive, non- transferable, non-sublicensable right to access and use the Service for its internal business purposes.

3.2. Customers may not access the Service in a manner that violates applicable laws, infringes on intellectual property rights, or is harmful or creates any risk of harm, death or personal injury to any person or entity.

3.3. Customers may not create more than one free account. Youda reserves the right to close duplicate accounts if it deems at its sole discretion that these accounts are being used by an organisation or team that is part of the same operating company, parent legal entity or brand.

4. Customer Obligations

4.1. The Customer retains ownership of the intellectual property rights in documents uploaded to the Youda knowledge library but grants Youda a non-exclusive, worldwide, royalty-free licence to use, process, store, and display such documents as necessary to provide the Software.

4.2. The Customer warrants that it has all necessary rights and consents to upload documents and provide the personal data for the users it registers.

4.3. The Customer shall not use the Software in a way that could create the risk of death, personal injury, or damage to property.

4.4. The Customer shall not access, store, distribute or transmit any Viruses or any material during its use of the Software that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. Youda reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's and Authorised Users' access to any material that breaches the provisions of this clause.

4.5. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Recipes in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software (including its object code and source code).

4.6. The Customer shall not, and shall not attempt to: (a) access all or any part of the Software or Service in order to build a product or service which competes with the Service; (b) make the Software or any of the Services available to any third party except to Authorised Users; or (c) attempt to obtain, or assist any third party in obtaining, access to the Software, other than as provided under this clause 4 and clause 3.

4.7. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software or a Recipe and, in the event of any such unauthorised access or use, promptly notify Youda Ltd.

4.8. The rights provided under this clause 1 are granted to the Customer only and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer.

4.9. The Customer shall cooperate with the Supplier in all respects in relation to this Agreement, including granting to the Supplier all necessary access to information and Customer Data as may be required by the Supplier from time to time to fulfil its obligations under this Agreement, including granting to the Supplier full and unrestricted access to the Customer’s account in order for the Supplier to provide support for, or to fix any errors in, the Software.

4.10. The Customer shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this Agreement.

5. Youda’s obligations

5.1. Youda does not warrant that the Customer's use of the Software or a Recipe will be uninterrupted or error-free, or that the Software, the Recipes, and/or the information or results obtained by the Customer through its use of the Software or a Recipe will meet the Customer's requirements. Subject to its obligations under Data Protection Legislation, Youda is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Customer Data over communications networks and facilities, including the internet, and the Customer acknowledges that the Software and each Recipe may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

5.2. This Agreement shall not prevent Youda from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6. Suspension of Service

6.1. Youda may suspend the access to or use of the Software or Service at any time.

6.2. Youda may vary the usage limits on the Service at any time and at its sole discretion.

7. Intellectual Property

7.1. Youda and its licensors retain all rights, title, and interest in the Service, including all software, algorithms, derived data and related intellectual property.

7.2. The Customer shall not modify, reverse-engineer, distribute, or create derivative works from any part of the Service.

7.3. Youda makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Software or Service.

7.4. The Customer shall defend Youda against all or any costs, claims, damages or expenses incurred by the Supplier in respect of any third party claim relating to the Customer’s or any Authorised User’s use of the Software otherwise than in accordance with this Agreement, provided that (i) the Customer is given prompt notice of such claim; (ii) Youda provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and (iii) the Customer is given sole authority to defend or settle the claim; and (iv) Youda makes no admission of liability or fault itself or on behalf of the Customer.

8. Customer Data and Derived Data

8.1. The Customer shall own all right, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

8.2. The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Youda to use and process, the Customer Data in accordance with this Agreement.

8.3. The Customer hereby grants to Youda a worldwide, non-exclusive, irrevocable, royalty free licence during the Term to use the Customer Data for the purpose of providing the Services.

8.4. The Customer acknowledges that Youda may use the Customer Data and Feedback to improve the performance and functionality of the Software to develop improvements, updates, upgrades, modifications, or derivative works thereof.

8.5. Youda may track and analyse the Customer’s and its Authorised Users' use of the Software for the purposes of security and to help Youda improve the Services, including the Software.

8.6. The Customer acknowledges and agrees that:

8.6.1. Youda shall own all rights, title and interest in and to all of the Derived Data; and

8.6.2. Youda may: (i) process the Customer Data to create Derived Data and anonymise and aggregate the Derived Data with data relating to use of the Software and Recipes by other customers, (ii) analyse use of the Software and preparing documents and reports, and (iii) disclose and otherwise exploit such documents and reports, but not so as to disclose the identity of the Customer or Authorised Users.

8.6.3. Each Party shall comply with its obligations under the Data Processing Addendum at Schedule 1 ("DPA"). The DPA is in addition to, and does not relieve, remove, or replace, the Parties' respective obligations or rights under the Data Protection Legislation.

8.6.4. The Customer shall indemnify and hold harmless Youda from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claim that the processing and use of the Customer Data in accordance with this Agreement infringes or misappropriates any third party Intellectual Property Rights or breaches Data Protection Legislation.

9. Limitation of Liability

9.1. This clause 11 sets out the entire financial liability of Youda to the Customer arising under or in connection with this Agreement, including in respect of any use made by the Customer or its Authorised Users of the Software, the Recipes, and the Services.

9.2. The Service is provided "as is" and "as available," with no warranties of any kind.

9.3. The Customer assumes sole responsibility for any information or results obtained by Authorised Users from use of the Software, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information or data, or any actions taken by Youda at the Customer's direction. No other party is entitled to rely on the output, information or results produced by the Customer through its use of the Software.

9.4. Youda disclaims all liability for indirect, incidental, consequential, or punitive damages, including loss of profits or data.

9.5. Youda shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, including loss of profit, loss of business, loss of goodwill, loss of or corruption of data, loss caused or contributed to by any agent of the Customer, loss caused as a result of the Software being unavailable, loss arising from any failure of the Customer’s infrastructure and/or utilities, loss caused as a result of the Software being unavailable, or loss caused by the failure or delay of any third party application or service or network.

9.6. Subject to the other provisions of this clause, Youda’s entire, aggregate liability to the Customer whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising out of or relating to breach of the Supplier's confidentiality or data protection obligations under this Agreement shall be limited to GBP £100.00.



9.7. Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement

9.8. Nothing in these Terms excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.

10. Indemnity

10.1. The Customer agrees to indemnify and hold Youda harmless against any claims, damages, liabilities, and expenses arising from: (a) the Customer’s use of the Service in violation of these Terms; (b) any document uploaded without the appropriate rights or consents; (c) any sharing of personal data without the necessary legal authority.

11. Modifications and Termination

11.1. Youda reserves the right to modify, suspend, or discontinue the Service at any time without liability.

11.2. Youda may terminate access to the Service at its sole discretion if a Customer violates these Terms.

12. Data Protection

12.1. The Customer is responsible for ensuring that any personal data shared complies with applicable data protection laws.

12.2. Youda will process personal data in accordance with its Privacy Policy.

13. General

13.1. Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

13.2. Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.

13.3. These Terms do not create any agency, partnership, or joint venture between the parties.

13.4. If any provision of these Terms is found to be invalid, the remaining provisions shall remain in full force.

13.5. By using the Service, the Customer agrees to be bound by these Terms.Data Processing Addendum

The Customer is the data controller and Youda is the data processor for any personal data processed in connection with the Service.

The Customer grants Youda the right to use sub-processors at its sole discretion, and the Customer waives any right to object to Youda’s choice of sub-processors.

Youda shall implement reasonable technical and organisational measures to protect personal data but shall not be liable for any data breach arising from circumstances beyond its direct control.

The Customer acknowledges that Youda may process personal data outside the UK and EEA, provided that appropriate safeguards are in place. The Customer shall indemnify Youda for any claims, damages, or liabilities arising from: (a) the Customer’s failure to obtain necessary consents for processing personal data; (b) any violation of data protection laws by the Customer or its users; (c) any misuse of the Service leading to unauthorised processing of personal data.

Upon termination of the Service, Youda may delete personal data at its discretion, with no obligation to return it to the Customer.

The Customer waives any rights to audit Youda’s data processing practices beyond what is strictly required by applicable law.