YOUEX.AI SUBSCRIPTION AGREEMENT
This YouEx.ai Subscription Agreement (“Agreement”) is entered into between YouEx, Inc., a Delaware corporation (“Company”), and the entity accepting this Agreement or executing an Order Form that references this Agreement (“Customer”). Company and Customer are each a “Party” and together the “Parties.”
By clicking “I Agree,” executing an Order Form, or accessing the Services, Customer agrees to be bound by this Agreement.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of the voting interests.
“Authorized User” means an individual employee, contractor, or agent of Customer or its Affiliates who is authorized by Customer to access the Services under a valid User Seat.
“Confidential Information” means non-public information disclosed by either Party that is marked or reasonably understood to be confidential. Customer Data is deemed Customer’s Confidential Information and the Services, platform technology, algorithms, pricing, and models are deemed Company’s Confidential Information, in each case without any requirement of marking.
“Customer Data” means data submitted to the Services by or on behalf of Customer, including business contact information, lead records, and Personal Data. Customer Data is Customer’s Confidential Information.
“Documentation” means the user guides, help articles, API documentation, and other technical materials made available by Company describing the features and functionality of the Services.
“Feedback” means suggestions, ideas, enhancement requests, or other feedback regarding the Services, excluding Customer Data and Customer Confidential Information.
“Order Form” means an ordering document or online subscription page executed or accepted by Customer that references this Agreement and specifies the Services, Subscription Term, User Seats, Usage Limits, fees, and other commercial terms. Each Order Form is incorporated into and governed by this Agreement.
“Personal Data” means information relating to an identified or identifiable natural person.
“Services” means the YouEx.ai Engage platform and related software, features, AI agents, lead capture, enrichment, scoring, automation, and related functionality made available by Company on a subscription basis, as described in the applicable Order Form or subscription page.
“Subscription Term” means the period during which Customer has a valid, paid subscription to the Services, as specified in the applicable Order Form or subscription page.
“Usage Limits” means the quantitative limits applicable to Customer’s subscription, which may include limits on enrichment credits, AI processing calls, email sends, API requests, data storage, or other metered resources, as specified in the applicable Order Form, subscription page, or pricing documentation.
“User Seat” means an individual, named user license that entitles one Authorized User to access the Services. User Seats are non-transferable except by reassignment to a replacement individual.
2. SERVICES AND ACCESS
2.1 Provision of Services.
Company will make the Services available to Customer during the Subscription Term in accordance with this Agreement, the applicable Order Form, and the Documentation.
2.2 License Grant.
Subject to the terms of this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for Customer’s internal business purposes, up to the number of User Seats and within the Usage Limits specified in the applicable Order Form or subscription page.
2.3 Authorized Users.
Customer is responsible for ensuring that only Authorized Users access the Services. Each Authorized User must have a unique User Seat. Customer shall not allow User Seats to be shared among multiple individuals simultaneously, but may reassign a User Seat to a new individual on a permanent basis (e.g., when an employee departs). Customer is responsible for all activities conducted under its Authorized Users’ accounts.
2.4 Affiliates.
Customer’s Affiliates may use the Services under this Agreement, provided that Customer remains responsible for each Affiliate’s compliance with this Agreement and all fees incurred by such Affiliates.
2.5 Modifications to the Services.
Company may update, modify, or enhance the Services from time to time. Company will not materially reduce the core functionality of the Services during a Subscription Term without thirty (30) days’ prior written notice to Customer.
2.6 Beta Features.
Company may make beta, preview, or experimental features available to Customer (“Beta Features”). Beta Features are provided “as is” without warranty or SLA obligations, may be modified or discontinued at any time, and are not subject to the service level commitments in this Agreement. Customer’s use of Beta Features is voluntary.
3. CUSTOMER RESPONSIBILITIES
3.1 Business Use Only.
Customer represents it is using the Services for business purposes and not for personal, household, or consumer use.
3.2 Lawful Use.
Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws, including but not limited to CAN-SPAM, GDPR, CCPA, and other marketing and data protection laws.
3.3 Right to Provide Data.
Customer represents and warrants that it has all necessary rights, consents, and lawful bases to provide Customer Data, including Personal Data, to Company for processing under this Agreement.
3.4 No Sensitive Data.
Customer shall not submit health data, financial account numbers, government ID numbers, special category data (as defined by the GDPR), or any data subject to HIPAA or similar laws, unless Customer and Company have executed a separate written agreement authorizing such processing.
3.5 Account Security.
Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its accounts. Customer will promptly notify Company of any unauthorized access or use of its accounts.
4. FEES AND PAYMENT
4.1 Fees.
Customer will pay the fees specified in the applicable Order Form or subscription page. Fees are based on: (a) the number of User Seats subscribed; and (b) any Usage Limits or metered resources included in Customer’s subscription plan. Fees are non-refundable except as expressly set forth in this Agreement.
4.2 Billing.
For self-serve subscriptions, Customer authorizes Company to charge Customer’s designated payment method on a recurring basis (monthly or annually, as selected by Customer) in advance of each billing period. For enterprise subscriptions governed by an Order Form, payment terms are as specified in the Order Form (default: net thirty (30) days from invoice date).
4.3 Taxes.
All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, except for taxes based on Company’s income. If Company is required to collect or remit taxes on Customer’s behalf, such taxes will be invoiced to Customer.
4.4 Overages.
If Customer exceeds the Usage Limits included in its subscription during a billing period, Company will notify Customer and may: (a) charge Customer for the overage at the rates specified in the applicable Order Form, subscription page, or pricing documentation; or (b) throttle or restrict access to the affected functionality until the next billing period or until Customer upgrades its plan. Company will provide reasonable notice before charging overages.
4.5 Seat Additions.
Customer may add User Seats during a Subscription Term. Additional User Seats will be billed at the then-current per-seat rate, prorated for the remainder of the billing period. For annual subscriptions, added seats are co-terminated with the existing Subscription Term.
4.6 Price Changes.
Company may change its standard pricing for the Services. For self-serve subscriptions, price changes take effect at the start of the next billing period following at least thirty (30) days’ notice (via email or in-product notice). For enterprise subscriptions, pricing is fixed for the duration of the Subscription Term specified in the Order Form, and changes apply only upon renewal.
4.7 Late Payment.
If Customer fails to pay any undisputed fees when due, Company may: (a) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law; (b) suspend Customer’s access to the Services upon fifteen (15) days’ written notice (and promptly restore access upon receipt of full payment); or (c) both. Customer remains responsible for all fees during any suspension period.
4.8 Disputes.
If Customer disputes any invoice in good faith, Customer must notify Company in writing within thirty (30) days of the invoice date, providing reasonable detail of the dispute. The Parties will work in good faith to resolve the dispute. Customer must pay any undisputed amounts when due.
5. DATA PROCESSING
5.1 Role of the Parties.
Customer is the data controller (or “Business” under the CCPA). Company acts as a processor (or “Service Provider” under the CCPA) solely to provide the Services.
5.2 Processing Scope.
Company processes Personal Data only to provide the Services, to maintain system security, and as otherwise permitted under this Agreement. Company may use aggregated, de-identified data derived from Customer Data for product improvement, benchmarking, and analytics, provided that such data cannot reasonably be used to identify Customer or any individual.
5.3 Security Measures.
Company will implement and maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Personal Data processed, as further described in the DPA (if executed).
5.4 Subprocessors.
Customer provides general authorization for Company to use third-party hosting, infrastructure, AI, and other service providers (“Subprocessors”) in providing the Services. A current list of Subprocessors is available at youex.ai/legal/subprocessors. Company will provide at least thirty (30) days’ prior notice before engaging a new Subprocessor by updating the Subprocessor list page. If Customer reasonably objects to a new Subprocessor on data protection grounds within fifteen (15) days of receiving notice, the Parties will work in good faith to resolve the objection. If resolution is not possible, Customer may terminate the affected Order Form without penalty.
5.5 No Data Sale.
Company does not sell or share (as defined by the CCPA) Customer Personal Data.
5.6 Personal Data Breach Notification.
Company will notify Customer without undue delay (and in any event within 72 hours) after becoming aware of a confirmed breach of security leading to the unauthorized access, disclosure, or loss of Customer Personal Data. The notification will include, to the extent reasonably available, a description of the nature of the breach, its likely consequences, and the measures taken or proposed to mitigate its effects.
5.7 International Transfers.
Customer acknowledges that Customer Data may be processed in the United States. To the extent Customer Data originates from the European Economic Area, the United Kingdom, or Switzerland, the parties agree that the Standard Contractual Clauses (as described in the Data Processing Addendum, if executed) or another valid transfer mechanism shall apply.
5.8 Data Processing Addendum.
The Parties may execute Company’s Data Processing Addendum (“DPA”), which supplements this Agreement with respect to the processing of Personal Data. If GDPR, UK GDPR, or equivalent legislation applies to Customer’s use of the Services, the DPA applies automatically and is incorporated by reference.
6. AI-SPECIFIC TERMS
6.1 Probabilistic Output.
Customer acknowledges that AI-generated outputs are probabilistic in nature and may be inaccurate, incomplete, or misleading. Without limiting the foregoing, AI outputs may include fabricated contact data, incorrect enrichment information, or hallucinated content. Company does not guarantee the correctness, completeness, or fitness of any AI-generated output.
6.2 Human Review Required.
Customer is solely responsible for reviewing and validating all AI-generated outputs before relying on them for business decisions, outreach, or any other purpose.
6.3 No Liability for AI Outputs.
Company is not liable for any action taken by Customer or any third party based on AI-generated outputs, including but not limited to automated outreach, lead scoring decisions, enriched contact data, or drafted communications.
6.4 Compliance Responsibility.
Customer is solely responsible for ensuring automated outreach and communications generated using the Services comply with all applicable marketing, anti-spam, and communications laws.
6.5 Model Changes.
The AI models and third-party AI providers underlying the Services may change. Company will use commercially reasonable efforts to maintain or improve output quality but is not obligated to maintain any particular model or provider. Company will provide reasonable notice of material changes to AI capabilities that may significantly affect Customer’s workflows.
6.6 No Compliance Advice.
The Services do not provide legal, regulatory, or compliance advice. Nothing in the Services should be construed as guidance regarding the legality or compliance of any outreach, data processing, or business activity.
7. CONFIDENTIALITY
7.1 Obligations.
Each Party agrees to: (a) use Confidential Information solely to perform under this Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); and (c) not disclose it to third parties except as necessary to perform this Agreement, provided such third parties are bound by confidentiality obligations no less protective than this Section 7.
7.2 Exclusions.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party without restriction; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
7.3 Compelled Disclosure.
A receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving Party (to the extent legally permitted) gives the disclosing Party prompt written notice and reasonable cooperation to seek a protective order or other appropriate remedy.
7.4 Duration.
Confidentiality obligations under this Section 7 survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
8. FEEDBACK
Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right to use, modify, incorporate, and commercialize any Feedback without restriction or obligation. For the avoidance of doubt, this license does not extend to Customer Data or Customer Confidential Information.
9. INTELLECTUAL PROPERTY
9.1 Company IP.
All rights in and to the Services, including all software, AI models, workflows, algorithms, and improvements (including improvements derived from Feedback or aggregated usage data), remain exclusively with Company.
9.2 Customer IP.
All rights in and to Customer Data remain exclusively with Customer. Nothing in this Agreement transfers ownership of Customer Data to Company.
9.3 No Ownership Transfer.
Except as expressly set forth in this Agreement, nothing herein transfers ownership of intellectual property rights from either Party to the other.
10. WARRANTIES AND DISCLAIMER
10.1 Company Warranties.
Company warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; (b) Company will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) Company has the authority to enter into this Agreement and grant the rights herein.
10.2 Customer Warranties.
Customer warrants that: (a) Customer has the authority to enter into this Agreement; (b) Customer’s use of the Services will comply with all applicable laws; and (c) Customer has all necessary rights, consents, and lawful bases to provide Customer Data to Company.
10.3 Exclusive Remedy for Service Warranty.
If the Services fail to conform to the warranty in Section 10.1(a), Customer must notify Company in writing within thirty (30) days of discovering the non-conformity. Company will use commercially reasonable efforts to correct the non-conformity. If Company is unable to do so within sixty (60) days of receiving notice, Customer may terminate the affected Order Form and receive a prorated refund of prepaid fees for the unused portion of the Subscription Term. This is Customer’s sole and exclusive remedy for breach of the warranty in Section 10.1(a).
10.4 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED ACCESS. COMPANY DOES NOT WARRANT THE ACCURACY OF ANY AI-GENERATED OUTPUT OR ENRICHED DATA. BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER.
11. LIMITATION OF LIABILITY
11.1 Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2 Exclusion of Consequential Damages.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Exceptions.
The limitations in Sections 11.1 and 11.2 do not apply to: (a) either Party’s indemnification obligations under Section 14; (b) either Party’s breach of Section 7 (Confidentiality); (c) Customer’s payment obligations under Section 4; (d) Company’s obligations under Section 14.1 (Company IP Indemnification); or (e) either Party’s willful misconduct or fraud.
12. TERM AND TERMINATION
12.1 Agreement Term.
This Agreement commences on the Effective Date and continues until all Order Forms or subscriptions have expired or been terminated.
12.2 Subscription Term and Renewal.
Each Subscription Term is specified in the applicable Order Form or subscription page. For self-serve subscriptions, the Subscription Term automatically renews for successive periods of the same duration unless Customer cancels before the end of the then-current term. For enterprise subscriptions, renewal is as specified in the Order Form (default: automatic renewal for one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term).
12.3 Termination for Cause.
Either Party may terminate this Agreement (or an affected Order Form) if: (a) the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving written notice; or (b) the other Party becomes the subject of a bankruptcy, insolvency, receivership, or similar proceeding.
12.4 Termination for Convenience.
For self-serve monthly subscriptions, Customer may cancel at any time; cancellation takes effect at the end of the current billing period. Annual subscriptions and enterprise Order Forms may not be terminated for convenience during the Subscription Term except as provided in Section 10.3 (Exclusive Remedy) or Section 5.4 (Subprocessor Objection).
12.5 Effect of Termination.
Upon termination or expiration: (a) Customer’s right to access the Services ceases at the end of the then-current billing period (or immediately in the case of termination for cause by Company); (b) Customer may request export of Customer Data in a standard machine-readable format within thirty (30) days; (c) following expiration of the 30-day export period, Company will delete Customer Data within ninety (90) days, except to the extent retention is required by applicable law; and (d) any outstanding fees become immediately due and payable.
12.6 Refunds on Termination for Cause.
If Customer terminates this Agreement due to Company’s uncured material breach, Company will refund Customer a prorated portion of any prepaid fees for the unused portion of the Subscription Term. If Company terminates due to Customer’s material breach, no refund is owed.
12.7 Survival.
Sections 1 (Definitions), 4 (Fees and Payment, to the extent fees remain owing), 6 (AI-Specific Terms), 7 (Confidentiality), 8 (Feedback), 9 (Intellectual Property), 10.4 (Disclaimer), 11 (Limitation of Liability), 14 (Indemnification), 15 (Governing Law and Dispute Resolution), and this Section 12.7 survive termination or expiration of this Agreement.
13. RESTRICTIONS
Customer may not: (a) reverse engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law; (b) attempt to extract source code, algorithms, or AI models; (c) use the Services to build a competing product or service; (d) use the Services for any unlawful purpose; (e) sublicense, resell, or make the Services available to any third party except Authorized Users and Affiliates as permitted herein; (f) exceed the Usage Limits or circumvent any usage metering or access controls; or (g) send unsolicited commercial communications in violation of applicable law using the Services.
14. INDEMNIFICATION
14.1 Company IP Indemnification.
Company will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes a third party’s intellectual property rights, and will indemnify Customer against any damages finally awarded or settlement amounts approved by Company. If the Services become, or in Company’s reasonable opinion are likely to become, the subject of an infringement claim, Company may at its option: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected subscription and refund any prepaid fees for the unused portion of the Subscription Term.
14.2 Exclusions from Company Indemnification.
Company’s obligations under Section 14.1 do not apply to claims arising from: (a) modifications to the Services made by Customer or a third party; (b) Customer’s combination of the Services with non-Company products or services; (c) Customer’s use of the Services in violation of this Agreement or the Documentation; or (d) Customer Data.
14.3 Customer Indemnification.
Customer will defend, indemnify, and hold Company harmless from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s breach of this Agreement, including the representations and warranties in Section 3; (b) Customer’s violation of applicable law; (c) Customer’s violation of third-party rights; (d) Customer’s improper data collection, consent practices, or outreach activities; (e) Customer’s use of AI-generated outputs; or (f) Customer Data.
14.4 Indemnification Procedures.
The indemnifying Party’s obligations are conditioned on the indemnified Party: (a) providing prompt written notice of the claim (provided that failure to provide prompt notice only reduces the obligation to the extent the indemnifying Party is materially prejudiced); (b) granting the indemnifying Party sole control of the defense and settlement (the indemnifying Party may not settle any claim in a manner that imposes obligations on the indemnified Party without consent); and (c) providing reasonable cooperation at the indemnifying Party’s expense.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 Governing Law.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.
15.2 Venue.
Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Wilmington, Delaware. Each Party consents to the personal jurisdiction of such courts.
15.3 Informal Resolution.
Before initiating any formal proceeding, the Parties will attempt in good faith to resolve any dispute informally for a period of at least thirty (30) days following written notice of the dispute.
16. FORCE MAJEURE
Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government action, Internet or infrastructure failures, or third-party service provider outages.
17. GENERAL
17.1 Electronic Acceptance.
Customer agrees that clicking “I Agree” or executing an Order Form constitutes a legally binding acceptance and that electronic records are admissible as evidence.
17.2 Entire Agreement.
This Agreement (together with all Order Forms and any DPA executed between the Parties) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the subject matter of that Order Form.
17.3 Amendments.
Company may update this Agreement from time to time by posting a revised version. Material changes will be communicated via email or in-product notice at least thirty (30) days before taking effect. For enterprise subscriptions governed by an Order Form, changes to this Agreement do not apply during the then-current Subscription Term without Customer’s written consent.
17.4 Assignment.
Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.
17.5 Severability.
If any provision of this Agreement is held to be unenforceable, the remaining provisions continue in full force and effect.
17.6 Waiver.
No failure or delay in exercising any right under this Agreement will constitute a waiver of that right.
17.7 Notices.
Notices under this Agreement must be in writing and sent by email. Notices to Company must be sent to legal@youex.ai. Notices to Customer will be sent to the email address on file for Customer’s account or as specified in the applicable Order Form.
17.8 Independent Contractors.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
17.9 Third-Party Beneficiaries.
There are no third-party beneficiaries to this Agreement, except that Company’s Affiliates may enforce the intellectual property and limitation of liability provisions herein.