Terms of Service

1. Key Terms

Cloud Service: The Yolodex software-as-a-service platform that ingests marketing data sources and generates creative insights, persona analyses, briefs, sprint reports, and related analytics for marketing teams.

Effective Date: The earliest of (a) the date Customer creates an account, (b) the date Customer first completes Stripe checkout, or (c) the date a separate Order Form is fully signed.

Subscription Period: One (1) month, beginning on the Effective Date, automatically renewing for successive one-month periods unless cancelled in accordance with the Non-Renewal Notice Date.

Non-Renewal Notice Date: At least three (3) days before the end of the current Subscription Period.

Fees: As shown on the Yolodex pricing page, at Stripe checkout, or in a separately executed Order Form.

Payment Process: Automatic payment via Stripe at the start of each Subscription Period.

Governing Law: The laws of the State of Delaware, USA, without regard to its conflict of laws provisions. (For Customers in the United Kingdom, the laws of England & Wales may apply if specified in a separately executed Order Form.)

Chosen Courts: The state and federal courts located in Delaware, USA. (For Customers in the United Kingdom, the courts of England & Wales may apply if specified in a separately executed Order Form.)

Notice Address (Provider): support@yolodex.ai. Notice Address (Customer): the email address Customer provides at signup or in an Order Form.

General Cap Amount: 1.0 times the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.

Increased Claims: None.

Unlimited Claims: Liability arising from a party's breach of Section 10 (Confidentiality), a party's indemnification obligations under Section 9, fraud, or wilful misconduct, in each case to the maximum extent permitted by Applicable Laws.

Provider Covered Claims: Claims that the Cloud Service, when used as permitted, infringes a third party's intellectual property rights.

Customer Covered Claims: Claims that Customer Content infringes a third party's rights or that Customer's use of the Cloud Service violates Section 2.1 (Restrictions on Customer).

DPA: The Yolodex Data Processing Addendum set out in Appendix A below, which forms part of this Agreement and applies where Yolodex processes Personal Data on Customer's behalf.

Technical Support: Email support during UK business days at support@yolodex.ai. Provider targets a first response within one (1) business day.

Use Limitations: None.

Additional Warranties: None.

2. Modifications to Standard Terms

The following modifications apply to and form part of the Standard Terms.

2.1 30-Day Satisfaction Guarantee (modifying Section 4.1)

Notwithstanding Section 4.1, new Customers may request a full refund of Fees paid for the first thirty (30) days of their initial Subscription Period by emailing support@yolodex.ai within 30 days of first payment, no questions asked. The guarantee covers Fees paid during the initial 30-day period only and does not apply to renewal periods or to subsequent subscriptions.

3. Standard Terms

The Common Paper Cloud Service Agreement Standard Terms Version 2.1 are incorporated by reference and available at:

https://commonpaper.com/standards/cloud-service-agreement/2.1/

If Common Paper updates the Standard Terms to a later version, the version referenced above will continue to apply to this Agreement until Yolodex updates this Cover Page on at least 30 days' notice to Customer.

4. Contact

Yolodex, Inc.
251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, USA
support@yolodex.ai

Appendix A — Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of the Agreement and applies where Yolodex processes Personal Data on behalf of Customer in connection with the Cloud Service. Capitalised terms used but not defined here have the meanings given in the Cover Page, the Standard Terms, or in applicable data protection laws (including the EU GDPR, UK GDPR, and CCPA/CPRA).

A1. Roles and scope

Customer is the Controller and Yolodex is the Processor with respect to Customer Personal Data processed through the Cloud Service. Yolodex is the Controller for account, billing, and Service-improvement data. Yolodex will process Personal Data only on documented instructions from Customer (including as set out in the Agreement and this DPA) unless required by applicable law.

A2. Confidentiality of personnel

Yolodex ensures that personnel authorised to process Personal Data are bound by appropriate confidentiality obligations and have received appropriate training.

A3. Security

Yolodex will implement and maintain industry-standard technical and organisational measures designed to protect Personal Data against unauthorised access, loss, alteration, or disclosure, including encryption in transit and at rest, access controls, MFA for administrative access, network safeguards, vulnerability management, and incident response procedures.

A4. Sub-processors

Customer authorises Yolodex to engage Sub-processors to provide the Cloud Service, provided that Yolodex (a) maintains a current list of Sub-processors available on request, (b) gives Customer at least 30 days' notice of new Sub-processors and an opportunity to object on reasonable grounds, and (c) enters into written agreements with Sub-processors imposing data protection obligations no less protective than those in this DPA. If Customer objects and the parties cannot agree on a mitigation within 30 days, Customer may terminate the affected Cloud Service and receive a pro-rated refund of pre-paid Fees.

A5. Data subject requests

Taking into account the nature of processing, Yolodex will provide reasonable assistance to enable Customer to respond to data subject requests under applicable data protection laws. Where Yolodex receives such a request directly, it will (unless legally prohibited) forward it to Customer without undue delay.

A6. Breach notification

Yolodex will notify Customer without undue delay, and in any event within 72 hours, after becoming aware of a Personal Data Breach affecting Customer Personal Data, and will provide information reasonably necessary to assist Customer in meeting its obligations under applicable law.

A7. Audits

On reasonable written request, no more than once per 12 months, Yolodex will make available summary information about its security program, including third-party audit reports and penetration test summaries where available, and will respond to reasonable security questionnaires. On-site audits will occur only if required by a regulator or by applicable law, on reasonable notice, during business hours, and subject to confidentiality and security restrictions.

A8. Return and deletion

On termination or expiry of the Cloud Service, at Customer's choice, Yolodex will return or delete Personal Data within 30 days, except for data Yolodex is required to retain by law or that is stored in routine backups, which will be overwritten on Yolodex's standard backup cycle (not exceeding a further 30 days). Aggregated, de-identified data may be retained.

A9. International transfers

Where Yolodex processes Personal Data of EU/EEA, UK, or Swiss data subjects outside those territories, the parties agree that the EU Standard Contractual Clauses (Commission Decision 2021/914) and, for UK transfers, the UK International Data Transfer Addendum (or UK IDTA, as applicable) are incorporated by reference and will govern such transfers. Yolodex will ensure that onward transfers to Sub-processors are subject to equivalent protections.

A10. CCPA / CPRA

For Personal Information subject to the CCPA/CPRA, Yolodex acts as a "service provider" or "contractor" and will not sell or share Personal Information, retain it outside its direct business relationship with Customer, or use, retain, or disclose it for any purpose other than providing the Cloud Service or as otherwise permitted by law.

A11. Conflict

In the event of a conflict between this DPA and the Cover Page or Standard Terms with respect to the processing of Personal Data, this DPA prevails.