Terms of Use

Effective Date: March 14, 2025

 

PLEASE CAREFULLY REVIEW THESE TERMS OF USE ("TERMS"). THE PLATFORM, WHICH INCLUDES THIS WEBSITE, SOFTWARE SOLUTION, PORTAL, OR ANY OTHER SIMILAR SERVICE OFFERED BY YELLOW XR, ITS AFFILIATES, OR AGENTS, IS CONTROLLED BY YELLOW XR. THESE TERMS GOVERN THE USE OF THE PLATFORM AND APPLY TO ALL USERS WHO VISIT OR ACCESS IT ONLINE.  

BY ACCESSING OR USING THE PLATFORM IN ANY WAY—INCLUDING BROWSING, USING THE SERVICES AVAILABLE THROUGH THE PLATFORM ("SERVICES"), CLICKING THE "I ACCEPT" BUTTON, COMPLETING REGISTRATION, OR DOWNLOADING THE MOBILE APPLICATION ("APPLICATION")—YOU (THE "COMPANY") CONFIRM THAT:  

YOU HAVE READ, UNDERSTOOD, AND AGREE TO COMPLY WITH THESE TERMS.  

YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY LISTED AS THE USER AND TO BIND THAT ENTITY TO THESE TERMS.  

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM OR ITS SERVICES.

 

Standard Terms and Conditions

 

1. Yellow XR Responsibilities

1.1. Provision of the Service. Subject to these Terms and for the duration of this agreement, Yellow XR grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to allow Authorized Users to access and use the Service solely for the Customer’s benefit. Yellow XR will make commercially reasonable efforts to keep the Service available 24/7, except during planned maintenance (for which Yellow XR will provide prior notice) or unforeseen downtime outside of Yellow XR’s control.​

1.2. Updates and Upgrades. These Terms apply to all updates and upgrades made available by Yellow XR. The company may enhance or modify functionality, user interfaces, usability, and documentation at its sole discretion as part of its ongoing efforts to improve the Service.

1.3. Protection of Customer Data; PHI. Yellow XR does not currently collect Customer Data or Protected Health Information (PHI). However, if such data collection occurs in the future:

• Yellow XR will implement commercially reasonable administrative, physical, and technical safeguards to prevent unauthorized access or use of Customer Data, in accordance with its Privacy Policy, which is available on the Security and Privacy page.

• If applicable, both parties agree to enter into Yellow XR’s Business Associate Agreement, which is available on the Business Associate Agreement page.​​

1.4. Compliance with Laws. Yellow XR will comply with all applicable laws related to the provision of the Service, regardless of the nature of the Customer’s data or how the Customer uses the Service.

1.5. Support. As part of the Service, Yellow XR will provide standard maintenance, support, documentation, and other online resources to help the Customer use the Service. Support can be accessed by contacting our support team.​

1.6. Authorized Users. Customer acknowledges that this Agreement, Customer, and its Authorized Users are subject to Yellow XR’s Terms of Use which can be found on our website at our Terms and Conditions page. 

  

2. Access to and Use of the Service

2.1. Authorized Users. Each Authorized User must have an individual account, which cannot be shared or used by multiple users. The Customer is responsible for maintaining the security of login credentials (usernames, passwords, and accounts) and for all activity that occurs under its Authorized User accounts.​

2.2. Customer Responsibilities. Customer agrees to: (a) obtain any necessary permissions and consents for Yellow XR and its Authorized Users to access Customer Data as part of the Service; (b) ensure that Authorized Users comply with these Terms; (c) take responsibility for the accuracy, legality, and appropriateness of Customer Data; (d) make commercially reasonable efforts to prevent unauthorized access or use of the Service and promptly notify Yellow XR if such unauthorized activity occurs; (e) use the Services in compliance with all applicable laws and government regulations.​

2.3. Usage Restrictions. Customer is prohibited from: (a) granting access to the Service to anyone other than the Customer and its Authorized Users; (b) uploading or sharing content that is unlawful, tortious, or violates intellectual property, privacy, or proprietary rights; (c) reselling, sublicensing, or exploiting the Service for time-sharing or similar purposes; (d) uploading or transmitting malicious software or other harmful content designed to interfere with the functionality of the Service; (e) reversing engineering, modifying, or attempting to gain unauthorized access to the Service or its systems; (f) using the Service to develop a competing product or service.​

2.4. Third Party Products and Content. If Customer enables Third Party Products and Content for use with the Service: (a) the Customer and the third-party provider are solely responsible for any use of such products; (b) Yellow XR does not warrant, guarantee, or provide support for third-party products; (c) the Customer acknowledges that third-party providers may have access to Customer Data for interoperability purposes, and Yellow XR is not responsible for how such data is used, disclosed, modified, or deleted by third parties.

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3. Fees

3.1. Fees, Invoicing, and Payment. The Customer must pay all fees as outlined in the Order. These payments are: (a) non-cancelable and non-refundable, unless stated otherwise; (b) payable in U.S. dollars.
Invoices will be issued according to the terms of the Order, and payments must be made as specified. If payments (excluding those under reasonable, good-faith disputes) are overdue: (a) Yellow XR may charge a 1.5% monthly finance fee on the outstanding balance (or the maximum rate allowed by law); (b) Tthe Customer must cover all collection-related expenses.​

3.2. Taxes. The Customer is responsible for all applicable taxes related to this Agreement (excluding Yellow XR’s income taxes). If any withholding tax applies to a payment, the Customer must reimburse Yellow XR for the withheld amount.

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4. Proprietary Rights

4.1. Yellow XR Ownership. Yellow XR retains exclusive ownership of the Service, including all updates, modifications, derivative works, and intellectual property rights associated with it. No rights are granted to the Customer beyond what is explicitly stated in this Agreement. If the Customer or its Authorized Users provide Yellow XR with feedback or suggestions regarding the Service, Yellow XR is granted a perpetual, irrevocable, sublicensable, and royalty-free license to use such feedback for any purpose without obligation or compensation. Unless specified otherwise in the Order, Yellow XR maintains exclusive ownership of any work product created in connection with its Professional Services.​

4.2. Customer Data. Although Yellow XR does not currently collect Customer Data, if such collection occurs in the future, the following conditions will apply: The Customer grants Yellow XR and its affiliates a limited, non-exclusive, worldwide license to access, use, copy, distribute, and display Customer Data, as well as to provide access to third-party service providers (such as hosting providers) solely for: (a) delivering, maintaining, and updating the Service; (b) resolving technical issues or assisting with support requests; (c) compliance with legal requirements; (d) any other purposes expressly approved in writing by the Customer. Outside of these limited rights, Yellow XR does not acquire ownership or control over Customer Data under this Agreement.​

4.3. De-identified Data. Although Yellow XR does not currently collect De-identified Data, if it begins collecting such data in the future, the following terms will apply: The Customer acknowledges that Yellow XR may collect, use, and analyze De-identified Data—information derived from Customer Data that is anonymized—for lawful business purposes, such as improving and enhancing the Service. Yellow XR may share De-identified Data in an aggregate form as part of its business activities.

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5. Confidentiality

5.1. Definition. "Confidential Information" refers to any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is either marked as confidential or should reasonably be considered confidential based on its nature. Customer Confidential Information includes Customer Data. Yellow XR Confidential Information includes the Service, its software, related content (excluding Customer Data), and any work product from Professional Services. Both Parties' Confidential Information includes the terms of this Agreement. Confidential Information does not include information that: (a) becomes publicly available without violating confidentiality obligations; (b) was lawfully known by the Receiving Party before disclosure; (c) is lawfully obtained from a third party without confidentiality obligations; (d) is independently developed by the Receiving Party without using Confidential Information.

5.2. Protection. The Receiving Party must: (a) protect Confidential Information with at least the same level of care as it uses for its own confidential data (at minimum, reasonable care); (b) not use Confidential Information outside the scope of this Agreement; (c) restrict access to Confidential Information to employees, contractors, or agents who need it for purposes aligned with this Agreement and are bound by similar confidentiality obligations. If unauthorized use or disclosure occurs, the Receiving Party must promptly notify the Disclosing Party. Upon request during the Term, the Receiving Party must return or destroy the Confidential Information in its possession.​

5.3. Compelled Disclosure. If required by law, the Receiving Party may disclose Confidential Information but must: (a) notify the Disclosing Party in advance (if legally allowed); (b) provide reasonable assistance to help the Disclosing Party contest or limit the disclosure, at the Disclosing Party’s expense.

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6. Representations, Warranties, and Disclaimers

6.1. Mutual Representations. Both Yellow XR and the Customer represent that: (a) they are legally established entities in good standing; (b) they have the authority to enter into this Agreement, and it is a legally binding contract.​

6.2. Yellow XR Warranties. Yellow XR guarantees that the Service will function in accordance with its Documentation.​

6.3. Customer Warranty. The Customer guarantees that it has obtained and will maintain all rights, permissions, and consents necessary to provide Customer Data to Yellow XR for its intended use.

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7. Indemnification

7.1. Yellow XR Indemnification Obligations. Yellow XR agrees to defend and indemnify the Customer and its affiliates against any third-party legal claims alleging that the Customer's authorized use of the Service infringes or misappropriates a third party’s intellectual property rights. If such a claim is upheld, Yellow XR will cover: any damages awarded against the Customer; any reasonable attorney’s fees resulting from the lawsuit. However, Yellow XR is not responsible for any claims arising from: (a) Customer Data or Third-Party Products and Content; (b) the Customer’s (or its Authorized Users’) negligence, misconduct, or breach of this Agreement; (c) any modifications or combinations of the Service that were not performed, approved, or documented by Yellow XR.​

7.2. Customer Indemnification Obligations. The Customer agrees to defend and indemnify Yellow XR and its affiliates against any third-party legal claims alleging that: Customer Data infringes, misappropriates, or violates the rights of any third party (including privacy and publicity rights); the Customer’s or Authorized Users’ use of the Service violates applicable laws. If such a claim is upheld, the Customer will cover: any damages awarded against Yellow XR; any reasonable attorney’s fees resulting from the lawsuit. However, the Customer is not responsible for claims arising from Yellow XR’s negligence, misconduct, or breach of this Agreement.​

7.3. Procedures. The indemnified party (the party receiving protection) must: (a) promptly notify the indemnifying party (the party providing protection) of any claim; (b) allow the indemnifying party to take over the defense and control of the case (although the indemnified party may still participate at its own expense); (c) provide reasonable cooperation to assist in the defense. The indemnifying party cannot settle a lawsuit without the indemnified party’s written consent.​

7.4. Exclusive Remedy. Indemnification is the only remedy available for the types of claims described in Section 7.

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8. Limitation of Liability

8.1. Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.​

8.2. Liability Cap. EXCEPT FOR CUSTOMER’S LIABILITY FOR ITS PAYMENT OBLIGATIONS OR A PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS, ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR FOR ITS WILLFUL MISCONDUCT (COLLECTIVELY, THE “EXCLUDED CLAIMS”), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO YELLOW XR HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE (THE “GENERAL LIABILITY CAP”).​

8.3. Excluded Claims. For Excluded Claims (e.g., indemnification, confidentiality breach, or willful misconduct), Yellow XR’s maximum liability is 3 times the general liability cap.​

8.4. Scope. These liability limitations apply to all types of legal claims, whether contract, tort, or otherwise.Both parties understand and accept these limitations as part of the risk allocation in this Agreement.

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9. Term, Termination, and Suspension

9.1. Term of the Agreement. The Agreement starts on the Effective Date and continues for the Initial Term specified in the Order. After the Initial Term, the Agreement automatically renews for 1-month periods (for monthly plans) or 1-year periods (for yearly plans). Either Party may prevent renewal by providing written notice at least 30 days before the current term expires. Yellow XR may adjust fees for each renewal, provided they give at least 60 days’ written notice before renewal.​

9.2. Suspension. Yellow XR may suspend access to the Service if: (a) the Customer or any Authorized User violates the Agreement or any law; (b) security concerns require suspension; (c) law requires the suspension; (d) customer’s payments (excluding disputed amounts) are 30+ days overdue, and Yellow XR has provided at least 10 days’ prior notice.​

9.3. Termination for Cause. Either Party may terminate this Agreement with 30 days’ written notice if the other Party materially breaches the Agreement and fails to cure the breach within that period. If Customer terminates for cause, Yellow XR must refund any prepaid fees for unused services. If Yellow XR terminates for cause, the Customer must pay any unpaid fees for the remaining contract period.

9.4. Effects of Termination. Upon termination: (a) all outstanding fees owed to Yellow XR become immediately due; (b) access to the Service ends immediately. For Customer Data, Yellow XR will provide a data export (if requested) within 30 days of termination. After 30 days, Yellow XR may delete all Customer Data, unless legally required to retain it. For Confidential Information, the Receiving Party must return or destroy any Confidential Information upon request.​

9.5. Survival. he sections titled “Protection of Customer Data,” “Fees,” “Proprietary Rights,” “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Termination for Cause,” “Effects of Termination,” “Survival,” and “General Provisions” will remain in effect even after termination. 

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10. General Provisions

10.1. Attribution. Yellow XR may use Customer’s name and logo in its marketing materials, website, and communications. Any usage must comply with the Customer’s branding guidelines.​

10.2. Force Majeure. Except for payment obligations, neither party is liable for delays or failures caused by events beyond their control, such as natural disasters, pandemics, war, terrorism, cyberattacks, government actions (each, a “Force Majeure Event”). If the issue lasts more than 30 days, either party may terminate the Agreement immediately.​

10.3. Assignment. Neither party may assign rights or obligations under this Agreement without the other party’s prior written consent. However, either party may assign the Agreement in its entirety without consent in connection with a merger or sale of substantially all its assets, provided it gives 30 days’ prior written notice. Any unauthorized assignment is void. This Agreement binds and benefits the parties, their successors, and permitted assigns.​

10.4. Governing Law. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

10.5. Notices. All notices under this Agreement will be in writing addressed to the points of contacts of each of the Parties listed on the Order at the addresses set forth on the Order and will be deemed to have been duly given: (a) upon receipt if personally delivered or sent by certified or registered mail with return receipt requested; and (b) the first business day after sending by email or by next day delivery by a recognized overnight delivery service.​

10.6. Insurance. The Customer must carry and maintain insurance in amounts typically required for businesses in similar industries.​

10.7. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary relationship, or employment relationship. There are no third-party beneficiaries to this Agreement.​

10.8. Waiver. A party’s failure or delay in exercising any right under this Agreement does not waive that right.​

10.9. Severability. If any provision of this Agreement is found unenforceable, it will be modified to reflect the original intent as closely as possible while remaining enforceable. The remaining provisions will remain in full force.​

10.10. Entire Agreement. This Agreement, including any exhibits and Orders, constitutes the entire agreement between the parties and supersedes any prior agreements, proposals, or representations. Any modifications must be in writing and signed by both parties. In case of a conflict between this Agreement and an Order, the terms of the Order will prevail. Customer purchase orders or other ordering documents not signed by both parties will not modify this Agreement and are void.

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11. Definitions.

11.1. “Affiliate” of a Party refers to: (a) any entity that the Party controls; (b) any entity that controls the Party; (c) any entity under common control with the Party. For the purpose of this definition, “control” means owning or otherwise having control over more than 50% of the voting interests of an entity.​

11.2. “Authorized User” refers to healthcare professionals, independent contractors, employees, patients, or any other third party affiliated with the Customer who is authorized by the Customer to access and use the Service. These users must have been issued a Service account by the Customer and/or Yellow XR, linked to a unique email address with a domain name owned or controlled by the Customer and/or Yellow XR.​

11.3. “Customer Data” includes all data, content, and information that Authorized Users submit into the Service, as well as any Customer-specific output generated through the use of the Service by Authorized Users.​

11.4. “Documentation” refers to the user manuals, specifications, and policies, which may be updated periodically, that describe the functionality, features, operation, or use of the Service. These documents are made available by Yellow XR to the Customer.​

11.5. “Service” includes Yellow XR’s software-as-a-service (SaaS) platform, user interfaces, and any software embedded within a device, as described in an Order. Any references to the “Service” in this Agreement also include the Documentation.​

11.6. “Professional Services” refer to any additional services related to the Customer’s use of the Service, such as consulting, implementation, or training, that Yellow XR provides to the Customer as explicitly specified in an Order.​

11.7. “Third Party Products and Content” include any applications, products, services, or content that integrate or interoperate with the Service and are provided either by the Customer or by a third party.