Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Yutanix, Inc. ("Yutanix," "we," "us," or "our") governing your access to and use of the Yutanix platform, including Foundation Hub and Intelligence Hub (collectively, the "Services").

By creating an account, accessing our platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using the Services, you represent and warrant that you meet these requirements.

2.2 Business Accounts

If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring that your account information is accurate and up-to-date

3. Description of Services

3.1 Foundation Hub

Foundation Hub provides infrastructure automation, operational intelligence, and unified data center management capabilities to modernize traditional data center operations.

3.2 Intelligence Hub

Intelligence Hub delivers AI-powered services including model deployment, inference serving, and intelligent workload management for enterprise AI applications.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify you of material changes that may adversely affect your use of the Services.

4. Subscription and Payment Terms

4.1 Subscription Plans

Our Services are offered through various subscription tiers. Pricing, features, and limitations are described on our website and in your service agreement.

4.2 Payment

You agree to pay all fees associated with your selected subscription plan. Fees are billed in advance on a monthly or annual basis, as specified in your plan. All fees are non-refundable except as required by law or as expressly stated in these Terms.

4.3 Payment Methods

You must provide valid payment information and authorize us to charge your payment method for all applicable fees. You are responsible for all charges incurred under your account.

4.4 Price Changes

We reserve the right to modify our pricing with 30 days' advance notice. Price changes will take effect at the start of your next billing cycle. Your continued use of the Services after a price change constitutes acceptance of the new pricing.

4.5 Late Payments

If payment is not received within 10 days of the due date, we reserve the right to suspend your access to the Services until payment is received. We may charge interest on overdue amounts at the rate of 1.5% per month or the maximum permitted by law, whichever is less.

5. Acceptable Use Policy

5.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in a manner consistent with all applicable laws and regulations.

5.2 Prohibited Activities

You may not access or use the Service for any purpose other than that for which we make it available. You agree not to:

6. Customer Data

6.1 Data Ownership

You retain all ownership rights to the data, content, and materials you submit, upload, or store through the Services ("Customer Data"). We claim no ownership or control over your Customer Data.

6.2 License to Use Customer Data

You grant us a limited, non-exclusive, worldwide license to access, use, and process your Customer Data solely to provide, maintain, and improve the Services and as otherwise permitted by our Privacy Policy.

6.3 Data Security

We implement industry-standard security measures to protect Customer Data. However, no system is completely secure, and we cannot guarantee absolute security. You are responsible for maintaining appropriate security measures for your data.

6.4 Data Backup

While we perform regular backups of our systems, you are solely responsible for maintaining your own backups of Customer Data. We are not liable for any loss or corruption of Customer Data.

6.5 Data Processing

We process Customer Data in accordance with our Privacy Policy and applicable data protection laws. For customers in jurisdictions with specific data protection requirements (such as GDPR), additional terms may apply as specified in our Data Processing Agreement.

7. Intellectual Property Rights

7.1 Yutanix Property

The Services, including all software, designs, text, graphics, interfaces, and the selection and arrangement thereof, are owned by Yutanix and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted are reserved.

• All content is our exclusive property
• You may not copy or modify the content
• Our trademarks may not be used without permission
• Content is for authorized use only in accordance with these Terms

7.2 Trademarks

Yutanix, Foundation Hub, Intelligence Hub, and other marks are trademarks of Yutanix, Inc. You may not use these marks without our prior written permission.

7.3 Feedback

If you provide us with any suggestions, comments, or feedback regarding the Services, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation or attribution to you.

8. Service Level Agreement

8.1 Availability Commitment

We strive to maintain 99.9% uptime for our Services on a monthly basis, excluding scheduled maintenance and circumstances beyond our reasonable control.

8.2 Scheduled Maintenance

We may perform scheduled maintenance that temporarily affects Service availability. We will provide advance notice of scheduled maintenance when reasonably possible.

8.3 Service Credits

If we fail to meet our uptime commitment, you may be eligible for service credits as detailed in our SLA documentation. Service credits are your sole remedy for any failure to meet our availability commitment.

9. Confidentiality

9.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's confidential information and to use such information only for purposes of performing under these Terms.

9.2 Exceptions

Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms, (b) is rightfully received from a third party without confidentiality obligations, (c) is independently developed, or (d) must be disclosed by law.

10. Term and Termination

10.1 Term

These Terms commence on the date you first access the Services and continue until terminated as provided herein.

10.2 Termination by You

You may terminate your subscription at any time through your account settings. Termination will be effective at the end of your current billing period. No refunds will be provided for early termination.

10.3 Termination by Us

We may suspend or terminate your access to the Services immediately if:

• You breach these Terms or our Acceptable Use Policy
• Your account is 30 days past due on payment
• We are required to do so by law
• We reasonably believe your use of the Services poses a security or legal risk

10.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You remain responsible for all fees incurred prior to termination
• We will delete your Customer Data within 30 days unless legally required to retain it
• You must immediately cease using all Yutanix intellectual property

10.5 Data Retrieval

You may request retrieval of your Customer Data within 30 days of termination. After this period, we have no obligation to maintain or provide any Customer Data.

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with our published documentation under normal use.

11.2 Disclaimer of Warranties

12. Limitation of Liability

12.1 Limitation of Damages

12.2 Cap on Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO YUTANIX IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $1,000, WHICHEVER IS GREATER.

12.3 Exceptions

The limitations in this section do not apply to liability arising from: (a) our gross negligence or willful misconduct, (b) violation of applicable law, or (c) matters that cannot be excluded or limited under applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Yutanix and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your Customer Data

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at contact@yutanix.com to attempt to resolve the dispute informally.

14.2 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

14.3 Arbitration Procedures

• Arbitration shall be conducted by a single arbitrator
• The arbitration shall take place in California, United States
• The arbitrator's decision shall be final and binding
• Each party shall bear its own costs and attorneys' fees

14.4 Class Action Waiver

14.5 Exceptions to Arbitration

Either party may seek injunctive relief in court to prevent infringement of intellectual property rights or to enforce confidentiality obligations.

15. Privacy and Data Protection

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

16. Compliance with Laws

You agree to comply with all applicable federal, state, local, and international laws and regulations in your use of the Services, including but not limited to data protection laws, export control laws, and anti-corruption laws.

17. Third-Party Services

The Services may integrate with or contain links to third-party services, websites, or applications. We are not responsible for and do not endorse such third-party services. Your use of third-party services is subject to their respective terms and conditions.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

19. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.

20. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through a notice on our website at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

21. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Subject to the arbitration provisions above, any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in California.

22. Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Yutanix regarding the Services and supersede all prior agreements and understandings.

23. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

24. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

25. Survival

The following sections shall survive termination of these Terms: Customer Data (regarding deletion obligations), Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.