Yori Terms and Conditions

Introduction

These Terms and Conditions (“Terms”) govern access to and use of the Yori generative AI platform and related services (“Services”) provided by Yori AI Limited, a company incorporated and registered in England and Wales with company number 16594533 whose registered office is at Pure Offices, Wilton Drive, Warwick, Warwickshire, United Kingdom, CV34 6RG (“Yori”, “we”, “us” or “our”).

By creating an account, signing in, clicking to accept these Terms, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you are accessing or using the Services on behalf of a company, organisation or other legal entity, you confirm that you have authority to bind that entity to these Terms. In that case, “Customer”, “you” and “your” refer to that entity. Otherwise, “Customer”, “you” and “your” refer to you as an individual acting in the course of your business. If you do not have that authority, or if you do not agree to these Terms, you must not access or use the Services.

The Services are provided for business use only. By accepting these Terms, you confirm that you are entering into them for purposes relating to your trade, business, craft or profession and not as a consumer. Each individual who accepts these Terms or uses the Services must be at least 18 years old.

These Terms, the Data Processing Addendum (“DPA”), the Acceptable Use Policy (“AUP”) and any ordering documentation together form the agreement between you and Yori (the “Agreement”).

These Terms take effect on the date you first accept them or first access or use the Services, whichever occurs first (“Effective Date”). Any subscription, order form, checkout confirmation, pricing plan, invoice, or other ordering documentation agreed between you and Yori forms part of these Terms and will set out the applicable fees, subscription period, usage limits, number of authorised users and any additional commercial terms.

1. Term

These Terms shall apply from the Effective Date and, subject to section 10, shall continue for the subscription period, minimum term, or renewal period set out in the applicable ordering documentation (the “Term”). If no separate period is specified, the Services will continue until terminated in accordance with these Terms.

2. Use of Platform

2.1 Right to Use

Subject to the terms and conditions of this Agreement and Customer’s compliance with them, Customer may, on a limited, non-exclusive, non-sublicensable and non-transferable basis during the Term of this Agreement, use the Services solely for Customer’s business purposes.

2.2 Authorised Users

Yori shall enable Customer to create up to the number of individual accounts for its personnel to use the Services set out in the relevant ordering documentation (each individual account holder is an “Authorised User”). Customer shall ensure that its Authorised Users are informed that their use of the Services, including their Inputs and Outputs (as defined in section 2.3), may be reviewed by Customer, and that any breach of this Agreement by an Authorised User may result in that Authorised User’s account being suspended or deactivated. Authorised Users may not make their individual accounts accessible to other Customer personnel or to third parties, and Customer shall promptly notify Yori if Customer becomes aware of any unauthorised access to, or use of, an Authorised User’s account. All access to, and use of, the Services via an Authorised User’s account shall be treated as access and use by such Authorised User. Notwithstanding the foregoing, Customer is responsible for any breach of this Agreement by its Authorised Users.

2.3 Customer Content

The Services permit Customer to input, upload and submit information, documents, attachments and other materials (“Input”) into the Services for AI-powered marketing assistance, and the Services shall generate responses, content, images, strategies, recommendations and results of actions based on such Input (“Output”). Input and Output are, collectively, “Customer Content”. For the avoidance of doubt, Input includes all marketing briefs, business information, campaign data, brand guidelines, text, images, documents, messages, third-party application data, connected account data, data source content, or other materials that Customer inputs, uploads, connects, authorises, or otherwise makes accessible to the Services.

2.4 Ownership

As between Yori and Customer, subject to applicable third party AI licence terms and to the extent permitted by applicable law:

• Customer retains all ownership rights in Input submitted by Customer;
• Customer owns all Output generated by the Services, except that Yori retains all ownership rights in any system prompts, instructions, frameworks, pre-configured prompts, agent configurations, workflow logic, automation sequences, and decision trees that are part of Yori’s proprietary AI marketing platform (“Yori System Components”);
• Yori asserts no ownership rights in any Output except for Yori System Components that may be incorporated within or used to generate such Output;
• To the extent Yori obtains any rights in Customer’s Output by operation of law or otherwise (excluding Yori System Components), Yori hereby assigns such rights to Customer. For clarity, when Customer uses Yori’s specialised marketing tools, agents, workflows, and automation features, the underlying system prompts, instructions, methodologies, agent architectures, workflow configurations, and automation logic that enable these tools’ functionality remain Yori’s intellectual property. This includes any AI agents, multi-step workflows, and agent orchestration systems developed by Yori.

2.5 Similarity of Output

While each Customer receives customised Output based on Customer’s Input, Customer acknowledges that such Output may incorporate common marketing principles, industry best practices, or established marketing frameworks. Customer waives any claim against Yori relating to the use of such general marketing concepts in Output generation.

2.6 Model Training and Provider Retention

Unless otherwise notified by Yori to Customer:

• Yori shall not use (or authorise third parties to use) Customer Content to train, fine-tune or otherwise improve Yori’s own generative artificial intelligence models.
• Yori selects Third-Party Models whose underlying providers are identified by Yori’s AI routing provider as not using prompts, completions or other request data for model training, with the exception of certain image generation models from Recraft and Black Forest Labs, whose providers have not been identified in that way.
• Customer acknowledges that “no model training” and “zero data retention” are separate data policies. Yori requests zero data retention for its writing quality check and for the scoring step of its brand review. Unless Yori expressly states that zero data retention is enabled for a particular feature, workspace, account, model or request, Third-Party AI Providers may retain Customer Content, Inputs, Outputs, metadata or logs for limited operational purposes, including abuse monitoring, security, service provision, debugging, compliance or legal obligations, in accordance with their applicable terms and data handling policies.

2.7 Licence to Yori

Customer hereby grants Yori the right and licence to use any Customer Content as necessary to exercise its rights and perform its obligations hereunder and to comply with applicable law.

For clarity, Customer Content may be stored and processed by Yori as part of the Services, including to provide chat history, continue conversations, preserve project context, display previous Inputs and Outputs, process connected files or data sources, and otherwise operate the Services for Customer.

2.8 Service Operation and Review

Customer acknowledges that Yori may access, review and process Customer Content, including Inputs, Outputs, conversations, messages, files and related interaction records, where reasonably necessary to provide, maintain, secure, support, debug, monitor, improve and enforce the Services, investigate misuse or security incidents, comply with law, or fulfil its obligations under these Terms. Yori will not use Customer Content for training, fine-tuning or improving large language models; any such access, review or processing is solely for operating, supporting, securing and improving the Services, including user experience optimisation, cost optimisation, quality assurance, abuse prevention and operational analytics.

2.9 Acceptable Use Policy

Customer has no right or licence to, and shall not (nor permit others, including Authorised Users, to), use the Services in a manner that violates the AUP, available at Yori Acceptable Use Policy (which is hereby incorporated into this Agreement by reference). Yori may update the AUP from time to time, and such updates shall become effective on the date Customer is notified (or otherwise becomes aware) of the update; provided that Yori shall use commercially reasonable efforts to provide Customer with advance written notice of any update that materially adversely affects Customer’s rights or obligations. Customer shall cooperate with requests for information from Yori to support compliance with its AUP, including to verify Customer’s identity and use of the Services.

2.10 Third-Party AI Models and Providers

The Services utilise large language models and related AI infrastructure made available by third parties. “Third-Party AI Providers” means third parties that develop, host, route, provide or otherwise make available large language models or related AI infrastructure used in connection with the Services, including AI model providers, inference providers and AI routing providers. “Third-Party Models” means the large language models made available by Third-Party AI Providers and used in connection with the Services. Yori does not currently operate its own large language models but may integrate, replace, add or remove Third-Party AI Providers, Third-Party Models, model providers, routing providers or inference providers in the future.

Yori routes requests through AI routing providers. Its primary AI routing provider is Vercel AI Gateway, and it uses OpenRouter as a fallback for document search embeddings. Yori’s approach to model training by Third-Party AI Providers is described in section 2.6. Where Yori routes requests through an AI routing provider, Customer acknowledges that the request may be processed by the AI routing provider and by the selected underlying model provider or inference provider. Customer further acknowledges that third-party provider policies may vary by model, endpoint, region or configuration.

In addition to these Terms, Third-Party AI Providers and Third-Party Models may be subject to the terms, policies, technical controls and data handling practices of their respective providers (“Third-Party AI Terms”). Customer agrees to comply with Third-Party AI Terms to the extent applicable to Customer’s use of the Services. Where Third-Party AI Terms are made available to Yori by its AI routing provider or other Third-Party AI Providers, Yori may display links or notices relating to those Third-Party AI Terms in connection with AI-generated messages or other relevant parts of the Services for Customer’s reference.

For a current list of Third-Party AI Providers, please visit Annex 2 of the Data Processing Addendum.

2.10.1 Third-Party AI Provider Terms of Service

You can view the terms of service for Yori’s AI routing providers and for each Third-Party AI Provider that currently serves the Third-Party Models used in the Services below. Customer may not violate the terms of service or policies of the providers that power the models made available through Yori’s AI routing providers.

2.11 Third-Party AI Provider Updates

Customer acknowledges that Yori may select, update, replace, add or remove the Third-Party AI Providers, models, endpoints, routing providers or inference providers used by the Services from time to time, without identifying each model or endpoint to Customer, subject to the notice obligations for sub-processors in the DPA. Yori may do so as necessary or desirable to maintain or improve service quality, availability, performance, safety, security, compliance, cost efficiency or functionality.

Yori is not required to notify Customer of changes to the specific models or endpoints used by the Services, unless such change materially affects Customer’s rights or obligations under these Terms or materially changes the way Customer Content is processed. Yori will give notice of any addition or replacement of a Third-Party AI Provider or routing provider that processes Customer personal data as set out in the DPA. If Customer disagrees with applicable Third-Party AI Terms or any material change notified by Yori, Customer’s sole recourse is to cease use of the Services or the relevant feature.

2.12 Connected Applications

Customer may connect third-party applications, such as email, calendar, CRM, messaging and file storage services, to the Services. When Customer connects an application, the Services can read data from and take actions in that application on the instructions of Customer and its Authorised Users, within the permissions granted when the connection was made. Connections are made through Yori’s connector platform provider, which stores the credentials for those connections on Yori’s behalf. Customer’s use of each connected application remains subject to that application’s own terms, and Customer may disconnect an application at any time through the Services.

2.13 Changes to the Services

Yori may add, change or remove features of the Services from time to time, including to improve the Services, to respond to changes in technology, law or third-party services, or for security reasons. Yori shall not make changes that materially reduce the overall functionality of the paid Services during a billing period for which Customer has paid, unless the change is required by law, by a Third-Party AI Provider or other supplier, or for security reasons. Where a change materially and adversely affects Customer, Yori shall give Customer reasonable advance notice where practicable, and Customer may cancel its subscription under section 10.2.

2.14 Availability and Support

Yori shall use reasonable efforts to make the Services available at all times, except during planned maintenance, urgent maintenance and events beyond Yori’s reasonable control. Yori shall use reasonable efforts to give advance notice of planned maintenance that is likely to cause significant disruption. Unless the applicable ordering documentation sets out a service level or support commitment, Yori does not guarantee any particular level of availability or response time. Customer may request support by emailing support@askyori.cloud, and Yori shall use reasonable efforts to respond within a reasonable time.

2.15 Experimental Features

Yori may make features available that are labelled as experimental, beta, preview or similar (“Experimental Features”). Experimental Features are optional, may be incomplete or unreliable, and may be changed or withdrawn at any time without notice. To the fullest extent permitted by law, Experimental Features are provided without any warranty, service level or support commitment. Customer’s use of Experimental Features remains subject to these Terms, including section 8.

3. Intellectual Property Rights

3.1 Yori IP

As between Yori and Customer, Yori or its licensors (including the Third-Party AI Providers) retain all right, title and interest, including all intellectual property rights, in and to the Services, Yori System Components and any and all improvements, modifications or enhancements thereto, as well as all related software programs, data, documentation, specifications, descriptions, algorithms, models, methods, processes, techniques and know-how (“Yori IP”).

3.2 Feedback

Yori shall be free to use, implement and exploit feedback in any manner, and Customer hereby assigns to Yori, all rights in and to any and all ideas, suggestions, recommendations and/or feedback from Customer relating to the Yori IP without remuneration to Customer.

3.3 Usage Data

“Usage Data” means data and information collected, generated, or derived from Customer’s use of the Services, including but not limited to operational event records, metadata, analytics, performance metrics, feature usage patterns, chat, project, organisation and user identifiers, timestamps, event types, success or failure status, error details, provider, model, routing and request identifiers, token usage, cached token usage, reasoning token usage, LLM call counts, tool call counts, cost data, credit usage, logs and other operational data.

Usage Data does not include the substantive content of Customer Content, such as prompts, uploaded files, chat messages or Outputs. However, Yori may access, review and display Customer Content alongside Usage Data where permitted under section 2.8 (“Service Operation and Review”) of these Terms, including through internal administrative tools used to operate, support, secure, debug, monitor, optimise and enforce the Services.

Without limitation of its privacy, security, confidentiality and data protection commitments herein, Yori may collect, analyse and utilise Usage Data. As between Customer and Yori, Yori retains all right, title and interest in and to such Usage Data. Yori may use Usage Data for any lawful purpose, including to improve the Services, assess feature popularity, monitor performance, optimise costs, enhance user experience, support quality assurance, investigate errors or abuse, and improve AI-powered product features and workflow performance, without remuneration to Customer. Customer data storage and processing locations are detailed in the Data Processing Addendum.

4. Fees

4.1 Fees

Customer shall pay Yori the fees, charges and other amounts (“Fees”) set out in the applicable ordering documentation, checkout page, pricing plan, invoice, subscription, billing portal or other ordering process. Fees may include subscription fees with included monthly credits, optional extra recurring monthly credits, one-off top-up credit grants, Enterprise credit-pool additions, controlled Enterprise overage, PO-approved invoiced credits, usage-based AI credit charges, and any other charges made available through the Services from time to time. Unless the applicable ordering documentation states otherwise, Fees are charged in pounds sterling (GBP).

4.2 Billing and Payment

Yori may use Stripe or another third-party payment processor to process payments, manage subscriptions, collect billing information, issue invoices, maintain payment methods and provide billing portal functionality. Customer authorises Yori and its payment processor to charge Customer’s selected payment method for Fees in accordance with the applicable billing interval, subscription, checkout confirmation or ordering documentation. Where Fees are invoiced, Customer shall pay all undisputed invoiced amounts in full, without set-off or counterclaim, within the payment period stated on the invoice or, if no period is stated, within thirty (30) days of the invoice date.

4.3 Credits and Usage

The Services may operate using credits, monthly credit allowances, additional monthly credits, top-up credits or similar usage units. Credits are a contractual measure of service usage only, are not cash, stored value, currency or electronic money, and have no monetary value outside the Services. Yori may deduct credits based on Customer’s use of the Services, including AI usage, provider costs, token usage, workflow usage or other usage metrics calculated by Yori. Credit balances, usage and billing information shown in the Services are provided for operational visibility and may be subject to reconciliation.

For Enterprise-managed partner organisations, partner monthly limits are usage controls and do not by themselves constitute purchased credits, consumed usage or Fees. Unless the applicable ordering documentation expressly states otherwise, unused partner monthly limits are not invoiced as consumed usage.

4.4 Credit Expiry and Allocation

Included monthly credits and recurring additional monthly credits apply for the relevant billing period and do not roll over unless expressly stated by Yori. Unless Yori states otherwise at the time of purchase or grant, one-off top-up credits expire twelve (12) months after purchase, and free trial credits expire one (1) month after they are granted. Credits may be allocated, assigned or reallocated between users or workspaces only as permitted by the Services.

4.5 Subscription Changes

Customer may be able to add, remove, increase, decrease, assign or reallocate monthly credit allowances, top-up credit grants or other credit-based billing components through the Services. Unless otherwise stated by Yori, increases may take effect immediately and may be charged on a prorated basis for the then-current billing period. Decreases, removals or reductions may take effect at the start of the next billing period and do not entitle Customer to a refund or credit for the then-current billing period.

4.6 Failed Payments and Suspension

If any automatic payment fails, invoice is not paid when due, payment method is invalid, charge is disputed, or Customer otherwise fails to pay Fees when due, Yori may, without limiting its other rights and remedies, suspend or restrict access to the Services, suspend paid capacity or credit usage, require payment by another method, charge interest on overdue amounts, and recover reasonable costs of collection. Interest may be charged at the rate of 8% per year above the base rate of the Bank of England, calculated from the due date until payment is received, whether before or after judgment.

4.7 Taxes

Fees are exclusive of VAT, sales tax, GST, withholding tax, duties, levies and other similar taxes or charges unless expressly stated otherwise. Where required by applicable law, Yori or its payment processor may calculate and collect applicable taxes based on Customer’s billing information, tax information and location. Customer is responsible for providing accurate and complete billing and tax information, including any VAT number, tax ID, exemption certificate, reverse-charge information or resale details. Customer is responsible for all applicable taxes and charges, other than taxes based on Yori’s net income.

4.8 Refunds

Except where expressly stated in these Terms, required by applicable law, or agreed by Yori in writing, all Fees are non-refundable and non-cancellable. Unused credits, unused subscription capacity, partial billing periods, downgraded plans, cancelled subscriptions and unused top-up credits do not entitle Customer to refunds or credits.

4.9 Fee Changes

Yori may change Fees, pricing, credit conversion rates, included allowances, billing intervals, products, plans or payment terms from time to time. Unless otherwise stated by Yori, changes to recurring Fees will take effect from the next billing period. Yori may also adjust Fees or credit calculations to reflect changes in charges, costs, exchange rates, taxes or fees imposed by Third-Party AI Providers, infrastructure providers, payment processors or other suppliers used to provide the Services.

4.10 Free Trials

Yori may offer a free trial of the Services, including free trial credits. Unless Yori states otherwise when the trial starts, no payment details are needed to start a free trial, free trial credits expire as set out in section 4.4, and Yori will not charge Customer at the end of a free trial unless Customer chooses a paid plan. Features available during a free trial may differ from those in paid plans. Yori may change, limit or end free trials at any time.

5. Confidentiality

5.1 Confidential Information

“Confidential Information” means any and all information that is confidential in nature (whether in oral, written or electronic form) obtained by or disclosed to Yori or Customer (the recipient being the “Receiving Party”) relating to the other (the “Disclosing Party”), including information relating to its business, finance, technology, know-how, intellectual property, assets, strategy, processes, arrangements or operations (including management, financial, marketing and technical ones), products, suppliers and/or customers.

5.2 Protection of Confidential Information

The Receiving Party agrees: (i) to protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care that it utilises with respect to its own similar confidential information but in no event less than a reasonable level of care; (ii) not to disclose or otherwise permit any other person or entity access to, in any manner, the Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to employees of the Receiving Party (and, where the Receiving Party is Yori, subcontractors and service providers as necessary for the provision of the Services) bound by confidentiality requirements obligating them to maintain the confidentiality of the confidential information of third parties in the Receiving Party’s possession with obligations of confidentiality at least as restrictive as those in these Terms; (iii) to notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location by any person or entity other than those authorised by these Terms; and (iv) not to use the Confidential Information for any purpose other than as explicitly set out herein.

5.3 Exceptions

Confidential Information shall not include information that: (a) was rightfully possessed by the Receiving Party without restrictions before it was received from the Disclosing Party, as supported by documentary evidence; (b) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s information or data, as supported by documentary evidence; (c) is subsequently furnished to the Receiving Party by a third party not under any obligation of confidentiality with respect to such information or data, and without restrictions on use or disclosure; or (d) is or becomes available to the general public otherwise than through any act or default of the Receiving Party. In addition, the Receiving Party shall not be in breach of this section 5 for any disclosure of Confidential Information required by law or legal process, provided that in the event of such requirement the Receiving Party shall (other than to the extent prohibited by law) provide prior written notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party’s expense, with any efforts by the Disclosing Party to contest or limit such disclosure requirement (for example, by applying to the court for an injunction or an order restricting the use or disclosure of the information).

6. Data Protection

This Agreement incorporates by reference the Data Processing Addendum. Yori may update the DPA from time to time to comply with applicable law, with such updates being effective on the date Customer is notified of the update (or otherwise becomes aware of it).

7. Representations and Warranties

Each party represents and warrants to the other party that: (i) it has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; (ii) it has taken all requisite action on its part to authorise the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) the execution and delivery of this Agreement and the performance of such party’s obligations hereunder do not conflict with, or constitute a default under, any contractual obligation of such party.

8. Disclaimers; Limitation of Liability

8.1 Services Disclaimers

Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. Without limiting the generality of the foregoing, Yori makes no representation or warranty that the Services shall be error-free or secure, that defects shall be corrected or that access to the Services shall be uninterrupted.

8.2 AI Content Disclaimers

Due to the inherent limitations of artificial intelligence technology, the Services may generate Output containing incorrect, biased, outdated or otherwise problematic information. Customer is responsible for verifying the accuracy of Outputs, including by reviewing sources cited in or in connection with Outputs, and should not rely on the Services or any Output for advice of any kind. Any Output is not a substitute for advice from a qualified professional. Additionally, Customer acknowledges that the legal status of artificial intelligence Output is uncertain and that Outputs may not be subject to protection under intellectual property law, and Yori makes no warranties with respect thereto.

8.3 Limitation of Liability

To the maximum extent permitted under applicable law, (i) neither party shall be liable for any indirect or consequential loss, including loss of profits or business, arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if the loss was foreseeable; and (ii) the total aggregate liability of Yori arising out of or related to this Agreement shall not exceed the amounts paid by the Customer to Yori under this Agreement in the 12 months prior to the first date of the event or circumstance giving rise to the liability. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any other losses which cannot be excluded or limited by applicable law.

9. Indemnification

9.1 By Customer

Customer shall indemnify Yori, its affiliates and licensors, and its and their directors, officers, employees, agents, successors and assigns, against all liabilities, damages, interest, losses, costs and expenses (including reasonable legal and professional fees) to the extent arising out of any third-party claim relating to (i) Customer’s use of the Services in violation of this Agreement; (ii) Customer Content; (iii) Customer’s implementation of marketing strategies or content generated by Services; and/or (iv) Customer’s negligence or wilful misconduct.

9.2 By Yori

Yori shall indemnify Customer, its affiliates and licensors, and its and their directors, officers, employees, agents, successors and assigns, against all liabilities, damages, interest, losses, costs and expenses to the extent arising out of any third-party claim alleging that the (i) Services or (ii) subject to section 2.5, Outputs provided to Customer infringe any third-party intellectual property right. This excludes claims to the extent arising from: (a) combination of any Services or Outputs with products, services, content, data or software not provided by Yori, or customisation or modification thereof by any party other than Yori; (b) Customer having insufficient rights in the relevant Input; (c) Customer’s specific use or implementation of the Output (where the Output as provided by Yori is not itself infringing); or (d) Customer’s negligence, wilful misconduct, or breach of this Agreement.

9.3 Indemnification Procedure

A party seeking indemnification under this section 9 shall (i) provide the indemnifying party with prompt written notice upon becoming aware of any relevant claim, (ii) reasonably cooperate in the defence of or investigation of the claim (including preserving and sharing the applicable Customer Content), and (iii) allow the indemnifying party sole control of defence and settlement of the claim.

10. Termination

10.1 Suspension Rights

Without limitation of its termination rights, Yori may suspend any or all Authorised User accounts (i) if necessary to comply with applicable law; (ii) in order to avert or mitigate an attack on the Services; (iii) if Customer fails to pay any Fees when due under section 4; or (iv) if Yori reasonably believes that Customer or an Authorised User has breached the AUP.

10.2 Termination and Cancellation Rights

Customer may cancel its subscription through the billing settings or customer billing portal made available in the Services, or by providing written notice to Yori where self-service cancellation is not available. Unless otherwise stated in the applicable ordering documentation, cancellation will take effect at the end of the then-current billing period, and Customer will remain responsible for all Fees incurred up to the effective cancellation date.

These Terms may also be terminated: (i) by Yori or Customer, effective immediately upon written notice, if the other breaches any of its material obligations under these Terms and the breach, if capable of remedy, is not remedied within thirty (30) days of written notice requiring it to be remedied; or (ii) by Yori immediately upon written notice if Yori reasonably believes or determines that its provision of the Services to Customer is prohibited by applicable law.

10.3 Effect of Expiration or Termination

Upon the termination of this Agreement, each party shall destroy or return to the other party all Confidential Information of the other party and all copies thereof, except copies in the Receiving Party’s automated back-up systems, which shall remain subject to section 5 while maintained and which shall be deleted in accordance with the Receiving Party’s standard deletion procedures. Customer data will be handled in accordance with the DPA. Any provisions in this Agreement which are reasonably construed to survive any expiration or termination of this Agreement shall continue.

10.4 Retrieval of Customer Content

Before this Agreement ends, Customer may download or export Customer Content using the export and download features available in the Services. On Customer’s written request made within fourteen (14) days after this Agreement ends, Yori shall provide Customer with a copy of the Customer Content it holds in a commonly used format, where reasonably practicable. Yori shall not delete Customer Content during that fourteen-day period unless Customer asks it to, and shall then delete Customer Content within the period set out in the DPA.

11. Miscellaneous

11.1 Governing Law; Dispute Resolution

This Agreement, and any dispute, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed and interpreted in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims (including any non-contractual disputes or claims) which may arise out of or in connection with this Agreement.

11.2 Severability

In the event any one or more of the provisions of this Agreement are unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

11.3 Assignment

Customer may not assign, subcontract or encumber, any of its rights or obligations, in whole or in part, under this Agreement without the prior written consent of Yori. Yori may assign, subcontract or encumber, any of its rights or obligations, in whole or in part, under this Agreement upon written notice to Customer. This Agreement shall be binding on, and enure for the benefit of, the parties and their permitted successors and assigns.

11.4 No Partnership

The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

11.5 Third Party Rights

Except as expressly provided in this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.

11.6 Notices

All requests and notices required or permitted to be given to the parties hereto shall be given in writing and shall be delivered to Yori at legal@askyori.ai and to Customer using the contact information Customer provided to Yori when Customer signed up for the Services, or, in each case, to such other addresses as may be designated in writing by parties from time to time.

11.7 Force Majeure

In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (other than payment obligations) due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

11.8 Equitable Relief

Customer acknowledges that damages alone may not be an adequate remedy for any unauthorised use or abuse of the Services or any infringement, misappropriation or misuse of Yori IP, and that Yori shall be entitled to seek specific performance, an injunction or other equitable relief in addition to any other remedy, and to recover its reasonable legal costs of any such proceedings.

11.9 Amendment

Except as set out in sections 2.9, 4.9, 6 and 11.12, no amendment or variation of this Agreement shall be valid unless agreed in writing by an authorised signatory of each party.

11.10 Entire Agreement

This Agreement constitutes the entire agreement between Yori and Customer with regard to the subject matter hereof. In entering into this Agreement, neither party is relying on any statements, representations or warranties not contained herein.

11.11 Electronic Acceptance

This Agreement may be accepted electronically, and electronic acceptance has the same effect as a signed agreement.

11.12 Changes to these Terms

Yori may update these Terms from time to time. Yori shall give Customer at least thirty (30) days’ notice, by email or through the Services, of any change that materially and adversely affects Customer’s rights or obligations, and shall update the “Last updated” date shown with these Terms. Other changes, including changes required by law, take effect when Yori publishes them. If Customer does not agree to a notified change, Customer may cancel its subscription by giving notice before the change takes effect, in which case the cancellation takes effect at the end of the then-current billing period and the previous version of these Terms continues to apply until then. Otherwise, Customer’s continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. Changes to ordering documentation agreed in writing require the written agreement of both parties.

11.13 Order of Precedence

If there is a conflict between the documents that make up this Agreement, they apply in the following order: (i) the DPA, in relation to the processing of personal data; (ii) any ordering documentation agreed in writing by both parties, but only for the matters it expressly addresses; (iii) these Terms; and (iv) the AUP and any other policies referred to in these Terms.

11.14 Waiver

A failure or delay by either party in exercising any right or remedy under this Agreement shall not waive that or any other right or remedy, and a single or partial exercise of any right or remedy shall not prevent its further exercise.

11.15 Compliance with Laws

Each party shall comply with all anti-bribery and anti-corruption laws that apply to it in connection with this Agreement, including the Bribery Act 2010. Customer confirms that neither it nor any Authorised User is the subject of sanctions imposed by the United Kingdom or by any other jurisdiction whose sanctions apply to Yori or its suppliers, and that none of them is located in a country or territory subject to comprehensive sanctions. Customer shall not use, or permit the use of, the Services in breach of any applicable sanctions or export control laws. Yori may suspend or terminate the Services immediately on written notice if Customer breaches this section.

11.16 Publicity

Yori may identify Customer as a customer of Yori, including by using Customer’s name and logo on Yori’s website and in marketing materials, in line with any brand guidelines Customer provides. Customer may withdraw this permission at any time by emailing legal@askyori.ai, and Yori shall stop any new use within a reasonable time.

12. Acceptance

Customer accepts these Terms electronically, including by clicking an acceptance checkbox, creating an account, signing in, or accessing or using the Services after being presented with these Terms. If the individual accepting these Terms does so on behalf of a company, organisation or other legal entity, that individual confirms that they have authority to bind that entity to these Terms.

Yori’s authentication provider keeps a record of acceptance on Yori’s behalf, including the date and time of acceptance and the account that accepted.