Terms of Use

Yusha — yusha@yusha.ai — July 1, 2024

These general Terms of Use ("General Terms"), collectively referred to as the "Terms," govern your access to and use of our websites, web-based applications, products, customer support, discussion forums, interactive areas, and services (collectively, the "Services"). These Terms also apply to your installation and use of any software included as part of the Services, including mobile and desktop applications, Sample Files and Content Files (defined below), scripts, instruction sets, and related documentation (collectively, the "Software").

If you have a separate agreement with us regarding specific Services and Software, the terms of that agreement will take precedence in case of any conflict with these Terms.

1. Agreement to the Terms

By using the Services, you agree to be bound by these Terms. If you are accessing and using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or legal entity to these Terms. In such cases, "you" and "your" will refer to that company or legal entity.

2. Changes to the Terms

We reserve the right to modify the Terms at any time, at our sole discretion. If we make any changes, we will notify you either by posting the modified Terms on the Site or through other communications. Your continued use of the Services, including retaining your files on the Services, constitutes your acceptance of the modified Terms. We also reserve the right to change or discontinue all or any part of the Services at any time, without notice or liability, at our sole discretion.

3. Service Terms

3.1. Eligibility to the Services – You may only use the Services if you are of an age where you can independently consent to share your data under applicable law. Specifically, you must be at least 13 years old under most United States laws, or at least 16 years under European Union laws. For users of the Yusha Community, you must be at least 16 years old.

3.2. Usage Restrictions – Except as expressly authorized in these Terms, you will not, and will ensure that your employees, contractors, and other persons associated with your Yusha account ("Authorized Users") do not, and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except where such restriction is prohibited by applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise permit others to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services; or (iv) circumvent any technical limitations implemented by Yusha.

3.3. Authorized Users & Accounts – During the registration process, you will designate an administrative username and password for your Yusha account. You represent and warrant that all registration information you provide is truthful, accurate, and complete, and you agree to maintain the accuracy of such information. You are responsible for maintaining control over your account, including the confidentiality of your username and password, and you are solely responsible and liable for all activities that occur on or through your account and the accounts of all Authorized Users, whether such activities are authorized by you or not.

3.4. Feedback – We welcome feedback, comments, and suggestions ("Feedback"). To freely utilize your Feedback to improve the Services, you hereby irrevocably transfer and assign all rights, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback to us, including any and all "moral rights" you may have in such Feedback, and you hereby forever waive and agree never to assert any "moral rights" you may have in the Feedback. Yusha has the right to collect and analyze data and other information relating to the access, use, and performance of the Services ("Usage Data"). Yusha may use Usage Data in de-identified and aggregated form, during and after the Term, to maintain, improve, and enhance Yusha products and services.

3.5. Reservation of Rights – Yusha retains all right, title, and interest in the Services, and you retain all right, title, and interest in any application(s) and/or material(s) that you develop on or upload to the Services ("Customer Content"). Except as explicitly stated in these Terms, each party retains ownership of its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied under these Terms, whether by statute, estoppel, or otherwise.

3.6. Patent Assertion Entities – A "Patent Assertion Entity," also known as a 'non-practicing entity' or 'patent troll,' is defined as (a) any entity whose primary revenue is derived from asserting patent rights aggressively, or (b) an entity that directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you qualify as a Patent Assertion Entity, or act on behalf of or for the benefit of such an entity, you agree not to assert, or authorize, assist, encourage, or enable any third party to assert any claim or pursue any actions, suits, proceedings, or demands against Yusha or its affiliates alleging that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This provision shall remain effective even after the termination or expiration of these Terms.

4. Licenses

4.1. License to Services – Subject to the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (excluding (i) jurisdictions under embargo by the United States Government or designated as supporting terrorist activities, and (ii) jurisdictions where laws prohibit engagement with Yusha or use of the Services) to access and use the Services for your internal business or personal purposes, depending on your account type. Paid accounts permit both business and personal use, whereas Free accounts are intended solely for personal use.

4.2. License to Resources – If you use any Resources available on Yusha, you acknowledge and agree that: (i) you are obtaining a license to the Resource directly from the Creator and not from Yusha; (ii) your license is governed by the terms agreed upon between you and the Creator; (iii) Yusha assumes no responsibility or liability under any agreement between you and a Creator, nor does it undertake to enforce any such agreement.

5. Subscriptions & Payments

5.1. Pricing – Certain Services are offered under various pricing plans, details of which are available at https://www.yusha.ai/#pricing. Your rights and obligations concerning specific Services will depend in part on the pricing plan you select.

5.2.1 Payment Terms &gt Subscriptions – By purchasing our Services (each purchase referred to as a "Subscription"), you expressly authorize us or our third-party payment processor to charge you for the Services.

5.2.2. Payment Terms &gt Representation and Warranty – You represent and warrant that you have the legal right to use all payment methods provided to us.

5.2.3. Payment Terms &gt Currency and Payment Terms – All fees are stated in and payable in US Dollars or Korean Won (unless otherwise specified during the payment process). You can cancel your subscription anytime by contacting Yusha’s customer support (yusha@yusha.ai). If you cancel within 14 days of your initial order, you'll be fully refunded. Should you cancel after 14 days, your payment is non-refundable, and your service will continue until the end of your contracted term.

5.2.4. Payment Terms &gt Enforcement of Payment Obligations – If you fail to fully pay the amount owed to us, we may restrict your access to the Services, in addition to any other rights or remedies available to us.

5.3.1. Authorization for Recurring Payments &gt Subscription Fees – All Subscription pricing plans involve recurring fees, which include any applicable taxes and other charges ("Subscription Fee"). Depending on your chosen options, these fees may recur monthly, quarterly, or annually thereafter, at the current rate. Please note that our fees are subject to change, and we will notify you before implementing any changes.

5.3.2. Authorization for Recurring Payments &gt Acknowledgment of Recurring Payments – By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription includes recurring payment features, and you accept responsibility for all recurring payment obligations until you cancel your Subscription or it is terminated by you or Yusha. We (or our third-party payment processor) will automatically charge you according to the term of your Subscription (e.g., monthly, quarterly, or annually) on the corresponding calendar day of your Subscription commencement, using the payment information you provided.

5.3.3. Authorization for Recurring Payments &gt Payment Timing Adjustments – If your Subscription begins on a day not included in a later month, we may charge your payment method on an appropriate alternative day. For instance, if you started a monthly Subscription on January 31st, your subsequent payment date would likely be February 28th, and your payment method would be billed accordingly. We may also periodically authorize your payment method in anticipation of applicable fees or related charges.

5.3.4. Authorization for Recurring Payments &gt Duration of Subscription – Your Subscription remains active until canceled by you or until we terminate your access to or use of the Services or the Subscription as per these Terms.

5.4.1. Subscription Cancellation &gt Terms – You may cancel your Subscription at any time; however, such cancellation will only take effect at the conclusion of the current Subscription period. Unless mandated by law, no portion of the subscription fee paid for the current subscription period at the time of cancellation will be refunded.

5.4.2. Subscription Cancellation &gt Cancellation Process – To cancel your Subscription, you may either (i) send an email to yusha@yusha.ai and follow any provided instructions in response to your cancellation request, or (ii) for certain Subscriptions, initiate cancellation through your Yusha account settings within the Services. You are responsible for all Subscription Fees incurred during the current Subscription period. Cancelling your Subscription does not terminate your Yusha account. Refer to Section 10 (Termination) below for details on terminating your Yusha account.

5.5. Taxes – All fees exclude taxes, and you agree to: (a) pay all applicable taxes (e.g., sales/use tax, gross receipts tax, value-added tax, GST) along with any interest or penalties related to transactions and payments under these Terms, except taxes based on our income, employees, or real property; and (b) fulfill any filing obligations or tax returns associated therewith. If we are obligated to collect a tax but did not do so at the time of sale, we reserve the right to subsequently charge you for the applicable tax.

5.6. Withholding – All payments made by you to us under these Terms are exclusive of any deduction or withholding. If any such deduction or withholding (including cross-border withholding taxes) is required by law, you agree to pay additional amounts to ensure that the net amount received by us after such deduction or withholding equals the full amount that we would have received if no deduction or withholding had been necessary. Each party will use commercially reasonable efforts to collaborate with the other party to secure, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.

6. Confidentiality

6.1. Confidential Information – We (the "Discloser") have disclosed or may disclose proprietary or non-public business, technical, financial, or other information ("Confidential Information") to you (the "Recipient"). Our Confidential Information expressly includes non-public information concerning the features, functionality, and performance of the Services, including security-related information.

6.2. Obligations – The Recipient agrees to use the Discloser’s Confidential Information solely for the purpose of evaluating whether to use or continue to use the Services. The Recipient shall not disclose the Discloser’s Confidential Information to anyone other than its employees, contractors, affiliates, agents, or professional advisors ("Representatives") who have a need to know and who are under a legal obligation to maintain confidentiality no less restrictive than that required herein. However, the Recipient may disclose the Discloser’s Confidential Information: (a) if required by the Discloser; or (b) to the extent compelled by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) give the Discloser advance notice, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests concerning its efforts to oppose the disclosure. The obligations under this section shall remain in effect for the duration of these Terms and for five years thereafter.

7. Warranties & Disclaimers

7.1. Data Loss or Corruption – In the event of any loss or corruption of data associated with a Subscription, Yusha will exert reasonable efforts to restore the lost or corrupted data from the most recent relevant backup maintained by Yusha. However, except as stated above, Yusha shall not be liable for any loss, destruction, alteration, unauthorized disclosure, or corruption of any data.

7.2. Disclaimer of Warranties – We do not warrant that the Services will meet your requirements or operate uninterrupted, secure, or error-free. We do not warrant the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any Services, nor do we guarantee data retention or preservation. Except as specified in Section 7.1, the Services are provided "as is," without any warranty of any kind. We expressly disclaim all implied warranties, including but not limited to merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage of trade.

7.3. External Resources – Yusha does not warrant, support, or assume any responsibility or liability for any Resources or any other applications or materials developed by parties outside of Yusha, including design files, plugins, widgets, component libraries, and code components. External Resources are provided by third parties (such as Community or Competitors), not by Yusha. Any use of External Resources is solely between you and the applicable third-party provider, and Yusha disclaims all responsibility or liability for the actions or omissions of such third parties.

8. Indemnity.

You agree to indemnify and hold harmless Yusha, its officers, directors, employees, and agents from and against any claims, disputes, demands, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of the Services; (ii) your Customer Content; (iii) your violation of these Terms; or (iv) your use of Resources.

9. Limitations.

9.1. Limitations &gt Limitation of Liability for Damages – Neither Yusha nor any other party involved in the creation, production, or delivery of the Services ("Suppliers") shall be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute services arising out of or in connection with these Terms or the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, even if Yusha has been advised of the possibility of such damages.

9.2. Limitations &gt Maximum Liability – In no event shall Yusha or Suppliers’ total liability arising out of or in connection with these Terms or the use of or inability to use the Services exceed the amounts you have paid to Yusha in the preceding twelve months for the Services, or if you have not had any such payment obligations, one hundred United States dollars ($100).

9.3. Limitations &gt Allocation of Risk – Each provision of these Terms that limits liability, disclaims warranties, or excludes damages serves to allocate the risks of these Terms between the parties. This allocation is reflected in the pricing offered by Yusha to you and is an essential element of the basis of the bargain between the parties. Each of these provisions is separable and independent of all other provisions of these Terms. The limitations in this Section 9 shall apply to the maximum extent not prohibited by law and notwithstanding the failure of essential purpose of any limited remedy in these Terms.

10.1. Termination &gt Termination by Yusha – We reserve the right to terminate your access to and use of the Services at our sole discretion, at any time and without notice or liability to you. If Yusha freezes your account or cancels your Subscription and such termination is not due to your breach of these Terms, we will provide a pro rata refund of any pre-paid unused fees, unless, in our reasonable estimation, we are legally prohibited from doing so (in which case any refund rights are null and void).

10.2. Termination &gt Termination by You – You may discontinue use of the Services at any time. If you have a Subscription, you may terminate it by following the process outlined in Sections 5.4.1 and 5.4.2. You may also cancel your Yusha account at any time by sending an email to yusha@yusha.ai.

10.3. Termination &gt Survival of Certain Provisions – Upon any termination, discontinuation, or cancellation of Services or your Yusha account, certain provisions of these Terms will survive, including those related to: Charges and Payment (to the extent fees are owed at the time of termination); Confidentiality; provisions concerning Usage Data and Customer Content; Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and Miscellaneous provisions under Section 11. Additionally, we may remove or delete your Customer Content within a reasonable period following termination or cancellation of Services or your Yusha account.

11. Miscellaneous

11.1. Force Majeure – Yusha is not liable for any delay or failure to perform under these Terms due to causes beyond its reasonable control, provided it makes commercially reasonable efforts to mitigate such causes. In the event legal restrictions prevent us from providing Services, we may freeze your account and/or cancel your subscription at our discretion.

11.2. Notices – Yusha will provide notices under these Terms by: (i) email; or (ii) posting on the Site. Notices sent by email are deemed received upon transmission.

11.3. Severability – If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain valid and enforceable. The parties agree to modify the invalid provision to preserve its intent, or substitute it with a valid provision achieving the same objective if modification isn’t feasible.

11.4. Groups – Certain Services features may enable participation in teams, groups, or organizations ("Groups"). The Group’s Administrator is responsible for ensuring all Group members comply with these Terms, pay any applicable Subscription Fees, and manage Group-related matters. Each Group member remains individually responsible for their own compliance.

11.5. Assignment – These Terms and your access to Services are non-assignable without Yusha’s prior written consent. Any attempted assignment in violation of this provision is null and void.

11.6. Service Providers – Yusha may engage third-party service providers to support the Services (e.g., currently, Yusha hosts Services on Amazon Web Services).

11.7. No Partnerships – These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to bind the other in any manner.

11.8. Governing Law – These Terms are governed by the laws of the State of Delaware, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.9. Interpretation – Whenever the words “including,” “include,” “includes” or "such as" are used herein, they will be deemed to be followed by the phrase “without limitation.”

11.10. Beta Features & Free trials – Product features clearly identified as Alpha or Beta features, as well as any features, products, or services provided on a free trial basis (collectively “Early Access Features”), offered by Yusha are provided to you solely for testing and evaluation purposes. Yusha makes no commitment to include Alpha or Beta features in future versions of the Services. Yusha reserves the right to remove Alpha or Beta features at any time and without prior notice, without incurring liability to you.

Any features, products, or services provided on a free trial basis will be provided without charge until the earlier of (a) the end of the evaluation period set by Yusha, (b) the commencement of any purchased subscriptions ordered for the evaluated feature, product, or service, or (c) termination by Yusha in its sole discretion. You are under no obligation to utilize Early Access Features.

Despite any contrary provisions in these Terms, all Early Access Features are provided "as is" without any warranties of any kind and without any performance obligations. Any data that a customer enters into the Yusha platform during a free trial may be permanently lost unless the customer purchases a subscription to Yusha that was trialed, purchases a subscription to an upgraded version of Yusha that was trialed, or exports such data before the end of the trial period.

11.11. Entire Terms – These Terms supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Yusha, unless Yusha specifically references this clause and waives its rights.

12. Dispute Resolution.

Both Users and Yusha agree to resolve any disputes related to your use of the Services or these Terms (each, a “Claim”) through binding arbitration instead of proceeding in court, except that either party may initiate a court action to seek injunctive relief for intellectual property infringement or other misuse of intellectual property rights.