Terms and Conditions

Important: These Terms form a binding business-to-business agreement. By accepting an Order Form, clicking to accept, creating an account, or accessing or using the Services, you agree to these Terms on behalf of the applicable business customer.

These Terms and Conditions (the “Terms”) govern access to and use of the Yara Data website at https://yaradata.com and Yara Data’s applications, dashboards, reports, APIs, analytics, alerts, forecasting tools, customer intelligence, campaign tools, integrations, professional services, and related products and services (collectively, the “Services”). “Yara Data,” “we,” “us,” and “our” mean Yara Data, Inc., a California corporation. “Customer” means the business entity that purchases, subscribes to, or is otherwise authorized to use the Services. “Authorized User” means an individual whom Customer permits to use the Services.

The Services are offered for business use only and are not intended for personal, family, or household use. Each Authorized User must be at least 18 years old. If you accept these Terms for a company, restaurant brand, franchisee, franchise system, or other entity, you represent that you have authority to bind that entity.

“Customer Data” means data, content, records, files, restaurant guest or consumer information, transaction information, menu and item data, store-level labor information, review data, financial or operational information, and other information submitted to, transmitted to, or made available to Yara Data by or on behalf of Customer or through Customer-authorized integrations.

“Order Form” means an online or written ordering document, proposal, subscription page, statement of work, or other ordering instrument that identifies the Services, fees, locations, subscription term, usage terms, implementation work, or other commercial terms agreed by the parties.

An Order Form, Data Processing Addendum (“DPA”), Statement of Work (“SOW”), service-level agreement, or other written agreement signed or accepted by both parties may contain additional terms. If there is a conflict, the negotiated document controls for the subject it specifically addresses, followed by the Order Form, then these Terms. Customer purchase orders, vendor forms, or unilateral procurement terms do not modify these Terms unless Yara Data expressly agrees in writing.

Subject to Customer’s payment of applicable fees and compliance with these Terms, Yara Data grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to permit its Authorized Users to access and use the Services for Customer’s internal business purposes.

Certain features, integrations, messaging services, beta programs, AI features, or professional services may be subject to additional terms identified in an Order Form, SOW, DPA, provider policy, or feature notice. Customer agrees to those additional terms when it enables or uses the applicable feature.

Yara Data may provide the Services through affiliates, contractors, subprocessors, cloud providers, model providers, communications providers, payment processors, and other service providers. No guaranteed uptime, support response time, data-refresh frequency, integration availability, service credit, or release schedule applies unless expressly stated in a separate written agreement.

Customer is responsible for selecting Authorized Users; assigning store, group, brand, regular-user, and administrator permissions; maintaining accurate account information; protecting login credentials; promptly removing access that is no longer required; and all actions taken through Customer accounts, except to the extent directly caused by Yara Data’s breach of its own obligations.

Customer must ensure that each Authorized User has authority to view the locations, reports, customer records, financial information, labor information, campaign data, and other information made available to that user. Brand administrators and store administrators may be able to add users, assign locations, approve campaigns, manage groups, configure billing or integrations, and take other administrative actions. Customer accepts responsibility for those decisions.

Customer must promptly notify Yara Data at support@yaradata.com of suspected unauthorized access, credential compromise, or misuse. Yara Data may require credential resets, multi-factor authentication, or other reasonable security measures.

Customer will provide timely cooperation, approvals, credentials, mappings, data access, personnel availability, and information reasonably required to implement or operate the Services. Delays caused by Customer, its vendors, its franchisees, or third-party systems may extend implementation dates or data availability without liability to Yara Data.

Customer is responsible for confirming store identifiers, location mappings, menu mappings, tax and fee settings, labor mappings, historical data ranges, customer identifiers, and other implementation information supplied by or on behalf of Customer. Yara Data may reasonably rely on information and approvals Customer provides.

5.1 Fees and payment

Customer will pay the fees stated in the applicable Order Form or checkout flow. Unless otherwise stated, subscription fees are billed in advance. Invoiced amounts are due within 30 days of invoice date. Customer authorizes Yara Data and its payment processor to charge the payment method on file for recurring fees and other authorized amounts.

Overdue undisputed amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs. Yara Data may suspend access for material nonpayment after reasonable notice, or sooner if a payment method is repeatedly declined or the account presents fraud risk.

5.2 Taxes

Fees exclude taxes, duties, levies, and similar governmental assessments. Customer is responsible for taxes arising from its purchase or use of the Services, except taxes based on Yara Data’s net income. If Customer is legally required to withhold an amount, Customer will gross up the payment to the extent permitted so Yara Data receives the amount otherwise due.

5.3 Automatic renewal and price changes

Unless an Order Form states otherwise, subscriptions automatically renew for successive periods matching the then-current subscription term. Monthly subscriptions may be canceled before the next renewal date. Annual subscriptions must be canceled at least 30 days before the next annual renewal date unless the Order Form provides a different notice period. Pricing remains fixed for the current paid term; Yara Data may change pricing for a renewal term by providing at least 30 days’ notice before the new pricing takes effect.

5.4 Cancellation and refunds

Cancellation is effective at the end of the current paid term. Fees are non-refundable and non-creditable except where required by law or expressly stated in a written agreement. Annual or other committed subscriptions are non-cancelable during the committed term unless the applicable Order Form expressly permits early cancellation. Yara Data does not provide prorated refunds for unused time.

5.5 Custom work and third-party costs

Implementation, custom integration, custom report, data migration, professional service, and similar one-time fees are non-refundable once work has begun, except as expressly stated in the applicable SOW. Third-party API, messaging, email, SMS, payment processing, data-access, marketplace, or platform charges may be billed separately or passed through to Customer as stated in the applicable Order Form or usage terms.

Yara Data may improve, modify, replace, add, suspend, or discontinue features from time to time. Beta, preview, pilot, experimental, and AI-assisted features may contain errors, may change materially, and may be discontinued without notice. Unless an Order Form expressly states otherwise, Customer does not purchase the Services in reliance on a future feature, roadmap item, integration, model capability, or release date.

If Yara Data permanently discontinues a material paid Service during a prepaid committed term and does not provide a substantially similar replacement, Yara Data may, at its option, provide a prorated credit or refund for the unused portion of the discontinued Service. This is Customer’s exclusive remedy for that discontinuation unless a written agreement states otherwise.

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Yara Data and its service providers a worldwide, non-exclusive, royalty-free right during the term, and for any permitted post-termination period, to host, copy, transmit, normalize, structure, map, analyze, combine, display, reproduce, and otherwise process Customer Data as reasonably necessary to provide, secure, support, maintain, troubleshoot, and improve the Services; perform Customer’s instructions; comply with law; and exercise rights expressly granted under the parties’ agreements.

Customer represents and warrants that it has all rights, notices, permissions, consents, contracts, and lawful bases required to provide Customer Data to Yara Data and to instruct Yara Data to process it. Customer is responsible for the accuracy, completeness, legality, quality, and provenance of Customer Data and for its own privacy notices, consumer communications, employee notices, franchise obligations, and other legal duties relating to Customer Data.

Customer will not intentionally provide Social Security numbers, government identification numbers, protected health information, biometric identifiers used for identification, precise geolocation, payment-card authentication data, or other sensitive information that is not reasonably necessary for the Services unless Yara Data has expressly agreed in writing to process that category under appropriate terms.

When Yara Data processes restaurant guest or consumer personal information solely on Customer’s behalf, Yara Data will act as a service provider, contractor, processor, or similar role to the extent applicable under U.S. privacy law. Customer determines the purposes for which it uses the Services and remains responsible for required notices, lawful collection, consumer relationship management, privacy choices, and responses to individuals.

To the extent required by applicable U.S. privacy law and unless a DPA provides more specific terms, the limited and specified business purposes for which Yara Data may process restaurant guest or consumer personal information on Customer’s behalf are: hosting and securing the Services; ingesting, transmitting, storing, normalizing, mapping, and organizing Customer-authorized data; providing dashboards, reports, analytics, forecasting, benchmarking, customer segmentation, recommendations, campaign facilitation, and action tracking; providing implementation, support, troubleshooting, fraud prevention, and security; and performing Customer’s documented instructions that are consistent with the Services and applicable law. Yara Data will not sell or share such personal information for cross-context behavioral advertising, will not retain, use, or disclose it outside those limited purposes or the direct business relationship except as permitted by law, and will not combine identifiable restaurant guest personal information received from or on behalf of one Customer with identifiable restaurant guest personal information from another Customer or from Yara Data’s own consumer interactions except as expressly permitted by applicable law and contract.

Yara Data will impose appropriate contractual restrictions on subprocessors that process such information on Yara Data’s behalf. If Yara Data determines that it can no longer meet an applicable service-provider, contractor, or processor obligation, Yara Data will notify Customer as required by law. Customer may take reasonable and appropriate steps, subject to reasonable confidentiality, security, and operational safeguards, to help ensure Yara Data uses the information consistently with the parties’ agreement and applicable law, and the parties will cooperate in good faith to stop and remediate any unauthorized use.

The parties will execute a DPA when reasonably required by applicable privacy law, Customer’s procurement requirements, or the nature of the data. If a DPA conflicts with these Terms concerning processing of personal information, the DPA controls for that processing.

9.1 Private Brand Intelligence

Yara Data may use Customer Data, including identifiable or store-specific data, to generate, train, test, evaluate, and improve recommendations, forecasts, benchmarks, models, reports, and other intelligence used solely for that Customer and its authorized brand/store environment (“Private Brand Intelligence”). Private Brand Intelligence will not expose Customer’s identifiable or store-specific data to unrelated restaurant brands.

9.2 Aggregated and deidentified information

Where permitted by law and contract, Yara Data may create aggregated, statistical, anonymized, or deidentified information that does not reasonably identify an individual, Customer, or specific restaurant location (“Aggregated Data”). Yara Data may retain and use Aggregated Data to operate and improve the Services; train, test, and evaluate analytics and models; develop restaurant and pizza-industry benchmarks; improve forecasting and recommendations; conduct research; support security and reliability; and create or commercialize generalized benchmark, trend, or network-intelligence products.

Yara Data will maintain Aggregated Data in a form designed not to be reasonably linkable to an individual, Customer, or specific location and will not attempt to reidentify it except as permitted by law for security, testing, validation, or compliance. Where Yara Data licenses or discloses deidentified information, Yara Data may require recipients to refrain from reidentification and from attempting to combine the information with other data to identify an individual, Customer, or specific location.

The Services may connect with point-of-sale systems, online-ordering platforms, labor systems, review platforms, delivery marketplaces, accounting or inventory systems, marketing providers, cloud services, data sources, and other third-party products (“Third-Party Services”). Customer authorizes Yara Data to access and process data from Third-Party Services that Customer connects or authorizes.

Third-Party Services are controlled by their respective providers. Yara Data is not responsible for their availability, data quality, API changes, access restrictions, security, pricing, outages, terms, or actions. A third-party provider may change or discontinue an API or access right at any time. Yara Data may suspend or modify an affected integration if reasonably necessary.

Customer is responsible for maintaining the licenses, accounts, credentials, approvals, and third-party permissions needed for integrations. Yara Data is not liable for delays, inaccurate reports, missing data, or service interruption caused by a Third-Party Service, Customer configuration, or data supplied by another provider.

The Services may use statistical methods, machine learning, artificial intelligence, heuristics, historical patterns, external information, and third-party models to provide forecasts, benchmarks, explanations, alerts, opportunities, recommendations, suggested promotions, customer segments, profitability estimates, and other outputs (“Analytics Outputs”).

Analytics Outputs are decision-support tools, not guarantees, promises, professional advice, or representations of future results. Forecasts and projections may be affected by incomplete or inaccurate data, weather, events, sports schedules, competition, staffing, pricing, promotions, economic conditions, third-party data, outages, unusual events, and factors Yara Data cannot observe or control. Actual results may differ materially.

Customer remains solely responsible for reviewing Analytics Outputs and deciding whether and how to act. Customer is responsible for pricing, discounts, promotions, staffing, financial decisions, customer communications, franchise decisions, operational changes, and other business actions. Yara Data does not provide legal, tax, accounting, investment, employment, food-safety, or other regulated professional advice.

The Services may help Customer identify customer segments, suggest offers, prepare campaigns, and, after approval by an authorized store user or Brand Admin, facilitate or send email or SMS communications through Customer-authorized marketing or messaging providers. Yara Data does not independently decide that a restaurant guest should receive a marketing campaign unless a separate written agreement expressly provides otherwise.

Customer is responsible for the legal basis and authorization for each campaign and represents and warrants that it has obtained and maintained all notices, permissions, consents, opt-ins, and records required by applicable law and provider rules. Customer is also responsible for ensuring that campaign content, offer terms, sender identity, calling/texting lists, suppression lists, quiet hours, frequency, opt-out handling, and required disclosures comply with applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act (“TCPA”), state telemarketing and privacy laws, and similar requirements.

For commercial email, Customer is responsible for supplying any required valid physical postal address, accurate sender information, non-deceptive subject lines, advertising identification when required, and a functioning opt-out mechanism, and for honoring opt-out requests within legally required timeframes. For marketing texts or calls subject to consent requirements, Customer is responsible for having the required consent for the particular sender and type of communication and for honoring revocation requests.

Customer will not use the Services to contact individuals who have opted out, to purchase or upload unlawfully obtained lists, to send deceptive or unlawful promotions, or to violate a third-party provider’s acceptable-use rules. Yara Data may block or suspend campaign activity that it reasonably believes creates legal, security, deliverability, fraud, or platform risk.

The Services may record recommendations, assigned tasks, approvals, campaign actions, users who took actions, timestamps, estimated impact, actual performance, and other history. Customer authorizes Yara Data to maintain this history as part of the Services. Outcome measurements and incremental-sales estimates may rely on statistical assumptions and should not be interpreted as audited financial results or guaranteed causal findings.

Custom integrations, reports, data migrations, consulting, or other professional services may require an SOW or Order Form describing scope, assumptions, dependencies, fees, and acceptance criteria. Unless the SOW states otherwise, changes to scope may require additional fees and schedule adjustments.

Reusable software, connectors, libraries, templates, methods, models, report frameworks, generalized logic, and know-how created while performing custom work remain Yara Data property, excluding Customer Data and Customer-specific confidential information. Customer receives the usage rights expressly stated in the applicable agreement.

Customer and Authorized Users will not:

• use the Services in violation of law, these Terms, provider rules, or another person’s rights;

• attempt to gain unauthorized access to the Services, another customer’s environment, or connected systems;

• reverse engineer, decompile, disassemble, scrape, copy, or attempt to derive source code, model parameters, non-public APIs, or proprietary analytics methods except where a restriction is prohibited by law;

• resell, sublicense, timeshare, or provide the Services to an unrelated third party unless Yara Data has authorized that use;

• upload malware, harmful code, unlawfully obtained personal information, or data Customer is not authorized to process;

• interfere with security, rate limits, integrity, availability, or operation of the Services;

• use the Services to create or train a competing product using Yara Data’s non-public outputs, interface, or proprietary methods; or

• remove proprietary notices or misrepresent Yara Data outputs as independently audited or guaranteed results.

Each party may receive non-public information that is designated confidential or that reasonably should be understood to be confidential (“Confidential Information”). Confidential Information includes non-public product information, pricing, security information, Customer Data, business plans, technical information, and the terms of negotiated agreements. The receiving party will use Confidential Information only to perform or exercise rights under the parties’ relationship and will protect it using at least reasonable care.

Confidential Information does not include information that the receiving party can document: (a) is or becomes public through no breach; (b) was already lawfully known without a duty of confidentiality; (c) is received lawfully from another source without a duty of confidentiality; or (d) is independently developed without use of the disclosing party’s Confidential Information. A receiving party may disclose Confidential Information when legally required, provided it gives notice where legally permitted and reasonably cooperates with protective efforts.

Yara Data will maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, taking into account the nature of the Services and information. No system is completely secure, and Yara Data does not warrant that unauthorized access, security incidents, or data loss can never occur.

Customer is responsible for secure endpoint devices, internal access controls, credential management, workforce practices, and security of systems outside Yara Data’s control. Customer will promptly report suspected account compromise or security incidents involving the Services to support@yaradata.com.

Yara Data and its licensors own all right, title, and interest in the Services and related software, code, interfaces, designs, documentation, data models, schemas, scoring systems, report formats, dashboards, algorithms, analytics methods, AI methods, forecasting methods, recommendation frameworks, generalized connectors, know-how, and other intellectual property, including improvements and derivative works, excluding Customer Data.

If Customer or an Authorized User provides suggestions, ideas, feedback, feature requests, or other input, Yara Data may use that feedback without restriction or payment, provided Yara Data does not publicly identify Customer as the source without permission.

Yara Data will not publicly use Customer’s name, trademarks, or logo in a customer list, case study, sales deck, press release, or “Trusted by” presentation without Customer’s permission in an Order Form or other written authorization. Yara Data may use Customer identifiers internally as reasonably necessary to provide and support the Services.

Yara Data may suspend access immediately when reasonably necessary to address a security threat, unlawful activity, privacy or marketing-law violation, fraud, unauthorized access, material platform abuse, risk to another customer or provider, or conduct likely to cause material harm. For ordinary curable breaches, Yara Data will generally provide reasonable notice and an opportunity to cure when appropriate.

Either party may terminate an affected agreement for a material breach that remains uncured 30 days after written notice, or sooner where the breach is not reasonably curable. Yara Data may terminate for insolvency, repeated nonpayment, or material violation of Section 15. Termination does not relieve Customer of amounts accrued or committed before termination.

Following expiration or termination, Customer may request an export of reasonably available Customer Data for up to 30 days, subject to technical limitations, applicable fees for extraordinary export work, and legal restrictions. After that period, Yara Data may delete or deidentify Customer Data from active systems within a reasonable period unless retention is required for legal, billing, fraud prevention, security, audit, dispute, or similar legitimate purposes.

Backup copies may remain for up to 90 days through ordinary backup rotation, or longer where required by law or reasonably necessary to preserve evidence or system integrity. Yara Data may retain Aggregated Data indefinitely as permitted by Section 9.

Each party represents that it has authority to enter into the applicable agreement. Except for any express warranty stated in an Order Form, THE SERVICES, ANALYTICS OUTPUTS, BETA FEATURES, THIRD-PARTY DATA, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, YARA DATA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

YARA DATA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR COMPATIBLE WITH EVERY THIRD-PARTY SYSTEM; THAT DATA OR FORECASTS WILL BE COMPLETE OR ACCURATE; OR THAT ANY RECOMMENDATION, CAMPAIGN, PROMOTION, PRICE CHANGE, OPERATIONAL ACTION, OR OTHER USE OF THE SERVICES WILL INCREASE SALES, PROFIT, CUSTOMER RETENTION, OR ANY OTHER BUSINESS RESULT.

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Yara Data, Inc., its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, penalties, losses, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Data or Customer’s lack of rights, notices, or consents for Customer Data; (b) Customer’s campaigns, offers, promotions, messages, or marketing practices; (c) Customer’s violation of privacy, telemarketing, email, franchise, employment, consumer-protection, or other applicable law; (d) Customer’s misuse of the Services or Analytics Outputs; or (e) Customer’s breach of Sections 7, 12, or 15. Yara Data will provide reasonable notice and cooperation, and Customer may control the defense subject to Yara Data’s right to participate with counsel at its own expense. Customer may not settle a claim in a manner that admits fault by Yara Data or imposes non-monetary obligations on Yara Data without Yara Data’s written consent.

If a third party claims that Customer’s authorized use of the unmodified Services infringes a U.S. patent, copyright, or trademark, Yara Data may, at its option and expense: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it with a substantially equivalent non-infringing service; or (c) terminate the affected Service and refund prepaid fees for the unused portion of the then-current term. This obligation does not apply to claims arising from Customer Data, third-party services, Customer modifications, combinations not supplied by Yara Data, use outside the Documentation, or continued use after notice of an alleged infringement. This Section states Customer’s exclusive remedy for third-party intellectual-property infringement claims concerning the Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YARA DATA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND ALL RELATED ORDER FORMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO YARA DATA FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

The exclusions and limitations in this Section apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not limit liability to the extent a limitation is prohibited by applicable law. Customer’s payment obligations, Customer’s indemnification obligations, and liability for unauthorized use or infringement of Yara Data intellectual property are not limited by the preceding aggregate cap to the extent enforceable under applicable law.

Customer will not use, export, re-export, transfer, or provide the Services in violation of U.S. export-control, trade, or sanctions laws. Customer represents that it is not prohibited from receiving the Services under applicable sanctions or restricted-party rules.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labor disruption, internet or telecommunications failure, utility failure, cloud or data-center outage, third-party API or platform outage, government action, or widespread cyberattack, except that this Section does not excuse payment obligations for Services already provided.

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of California, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.

Except for matters eligible for small claims court and requests for temporary or emergency equitable relief concerning intellectual property, unauthorized access, confidentiality, or security, any dispute that the parties cannot resolve informally will be resolved by binding arbitration administered by JAMS before one arbitrator under the applicable JAMS commercial arbitration rules. The arbitration will take place in Sacramento County, California unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY’S CLAIM.

For any court proceeding permitted under this Section, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Sacramento County, California.

Yara Data may provide operational, billing, legal, security, or service notices by email to the account contact, through the Services, or by posting a notice within the applicable account. Notices to Yara Data concerning these Terms should be sent to support@yaradata.com. A notice is deemed received when sent electronically unless the sender receives a failure notice, or when otherwise delivered according to the applicable Order Form.

Customer may not assign or transfer an agreement with Yara Data without Yara Data’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets where the successor is not a direct competitor of Yara Data and assumes all obligations. Yara Data may assign an agreement to an affiliate or in connection with a merger, financing, reorganization, acquisition, or sale of all or substantially all of its business or assets.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. Except as expressly stated, there are no third-party beneficiaries.

Yara Data may update these Terms to reflect changes in the Services, law, security requirements, or business practices. Yara Data will post the updated Terms and revise the “Last Updated” date. If a change materially reduces Customer’s rights during a current paid term, Yara Data will provide reasonable notice and, where required by law or contract, make the change effective at renewal or provide another appropriate remedy. Continued use after an effective update constitutes acceptance to the extent permitted by law.

These Terms and the applicable Order Forms, SOWs, DPAs, and other incorporated agreements constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous communications concerning that subject matter. If any provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Headings are for convenience only. “Including” means “including without limitation.” Electronic acceptance and signatures are valid to the extent permitted by law.

Yara Data, Inc. Website: https://yaradata.com Support and legal inquiries: support@yaradata.com