Terms and Conditions for YUBA

Effective Date: April 7, 2025

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between COMPLETE COMMUNICATION PROVIDER S.R.L. ("we," "our," "us," or "Yuba"), with headquarters at Gen. Gheorghe Magheru Street, No. 21, Building 21, Apartment 152, Oradea, Bihor County, Romania, VAT Registration Number RO45954142, registered at the Trade Registry under no. J05/962/2022, legally represented by administrator Cristian Maier, and you or the entity you represent ("you" or "Customer").

By accessing or using our drag-and-drop ERP platform ("Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Service.

We reserve the right to modify these Terms at any time. Material changes will be notified to you via email or through a notice on our Service. Your continued use of the Service after such modifications constitutes your acceptance of the revised Terms.

2. Definitions

"Account" means the unique account created for you to access our Service.

"Customer Data" means all information, data, and materials provided or submitted by you or your users through the Service.

"Documentation" means the user manuals and technical documentation made available by us in connection with the Service.

"ERP" means Enterprise Resource Planning.

"Service" means the Yuba drag-and-drop ERP platform, including any updates, enhancements, new features, and/or the addition of any new properties.

"Subscription" means the right to access and use the Service for a specified period according to the terms of your order.

"Template" means pre-configured ERP workflows and solutions available through the Service.

"User" means an individual authorized by you to use the Service.

"Yuba Marketplace" means the marketplace where templates created by third parties can be purchased.

3. Service Description

Yuba is a drag-and-drop ERP platform designed to make sophisticated business management accessible and effective for Small and Medium Enterprises (SMEs) without the typical complexity and high costs associated with traditional ERP systems.

The Service includes:

Intuitive visual interface for mapping organizational structures, documents, and workflows
Industry-specific templates that can be customized to match your business processes
AI assistance to help users complete tasks efficiently
Zero-code customization capabilities
Mobile access to the platform

We may update the Service from time to time, including by adding or removing features and functions, in an effort to improve your experience. We will not make changes to the Service that materially reduce its overall functionality during your Subscription period without providing corresponding compensation, such as a pro-rata refund or Service credit.

The Service requires a compatible device with internet access. The performance of the Service may be affected by these factors, which are outside of our control.

4. Account Registration and Management

4.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.2 User Management

You may create multiple user accounts for your organization. You are responsible for:

Managing and monitoring all user access to the Service
Ensuring that all users comply with these Terms
Configuring and maintaining appropriate user permissions
Promptly notifying us of any unauthorized access or security breaches

4.3 Account Security

You agree to:

Keep your account credentials secure and confidential
Not share account credentials among multiple users
Implement reasonable security measures to protect your account
Notify us immediately of any unauthorized use of your account or any other security breach

4.4 Account Termination

We reserve the right to suspend or terminate your account if:

You breach these Terms
You fail to pay any fees when due
We reasonably believe your account is being used for fraudulent or illegal activities
Your use of the Service poses a security risk or may cause harm to us, the Service, or other users

5. Subscription Models and Payment Terms

5.1 Subscription Plans

The specific pricing details, payment terms, and features included in your subscription are set forth in the pricing annex that will be signed alongside these Terms.

5.2 Payment

All fees are non-refundable except as expressly provided in these Terms. You agree to provide valid and updated payment information. By providing payment information, you authorize us to charge all fees to the designated payment method.

5.3 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes associated with your use of the Service, except for taxes based on our net income.

5.4 Price Changes

We may change our fees at any time. We will provide at least 30 days' advance notice of any change in fees. If you do not agree to the fee changes, you must stop using the Service before the changes take effect.

5.5 Implementation Fee

A one-time implementation fee, as specified in the pricing annex, is charged for initial setup and configuration of the Service.

5.6 Marketplace Purchases

Purchases of templates through the Yuba Marketplace are subject to additional fees as indicated at the time of purchase.

6. Usage Rights and Restrictions

6.1 License Grant

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, limited right to access and use the Service during the Subscription period solely for your internal business operations.

6.2 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall:

Comply with all applicable laws and regulations
Respect the intellectual property rights of others
Use commercially reasonable efforts to prevent unauthorized access to the Service
Use the Service only for its intended purpose

6.3 Prohibited Activities

You shall not:

License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service
Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service
Access the Service to build a competitive product or service
Copy features, functions, or graphics of the Service
Interfere with or disrupt the integrity or performance of the Service
Attempt to gain unauthorized access to the Service or its related systems
Use the Service to store or transmit harmful code, malware, or other malicious programs
Use the Service to store or transmit material that infringes intellectual property rights
Exceed any applicable usage limits or quotas

7. Intellectual Property Rights

7.1 Our Intellectual Property

We and our licensors own all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.

7.2 Customer Data

You retain all right, title, and interest in and to your Customer Data. You grant us a worldwide, non-exclusive license to host, copy, transmit, display, and use your Customer Data solely as necessary to provide the Service to you.

7.3 Feedback

If you provide suggestions, enhancement requests, recommendations, or other feedback related to the Service ("Feedback"), you grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such Feedback without restriction.

7.4 Templates and Marketplace

Templates available through the Yuba Marketplace are subject to their own license terms as specified by their creators. When you purchase a template, you receive a non-exclusive license to use it within the Service according to those terms.

8. Data Protection and Privacy

8.1 Privacy Policy

Our collection and use of personal information in connection with the Service is governed by our Privacy Policy, which is incorporated by reference into these Terms.

8.2 Data Processing

To the extent we process personal data on your behalf, we will:

Process such data only in accordance with your documented instructions
Implement appropriate technical and organizational measures to protect such data
Assist you in responding to requests from data subjects
Notify you without undue delay after becoming aware of a personal data breach
Assist you with data protection impact assessments as required by law

8.3 Data Security

We implement appropriate technical and organizational measures designed to protect Customer Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

8.4 Data Backup

While we implement regular backup procedures, you are responsible for maintaining appropriate backups of your Customer Data. We recommend exporting important data regularly for your own backup purposes.

8.5 Compliance with Laws

We comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential under the circumstances, including business plans, technology, customer lists, and financial information. Customer Data is considered your Confidential Information.

9.2 Protection Obligations

Each party agrees to:

Use Confidential Information solely for the purposes of performing its obligations under these Terms
Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but not less than reasonable care
Not disclose Confidential Information to any third party except as permitted by these Terms
Limit access to Confidential Information to employees, contractors, and agents who need to know such information and are bound by confidentiality obligations

9.3 Exclusions

Confidential Information does not include information that:

Is or becomes publicly available through no fault of the receiving party
Was known to the receiving party prior to disclosure
Was independently developed by the receiving party without use of the disclosing party's Confidential Information
Is rightfully obtained from a third party without confidentiality restriction

9.4 Required Disclosure

If either party is required by law or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide the other party with advance notice and cooperate in any effort to obtain confidential treatment of the Confidential Information.

9.5 Term of Confidentiality

The obligations of confidentiality shall survive termination of these Terms for a period of five (5) years, except for trade secrets which shall be maintained in confidence for as long as they remain trade secrets.

10. Service Level Agreement (SLA)

10.1 Support Availability

We provide technical support Monday through Friday, from 9:00 AM to 5:00 PM Central European Time (CEET), excluding Romanian public holidays.

10.2 Support Channels

Technical support is available through:

Email: support@yuba.app
In-app support features
Documentation and knowledge base

10.3 Response Time

We will make commercially reasonable efforts to respond to support requests in a timely manner, but do not guarantee specific response times.

10.4 Scheduled Maintenance

We may perform scheduled maintenance on the Service. We will attempt to provide advance notice of any scheduled maintenance that may result in Service unavailability.

10.5 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable advance notice of material changes that may affect your use of the Service.

11. Term and Termination

11.1 Term

The initial term of your Subscription begins on the date you first access the Service and continues for the period specified in your order, with a minimum subscription period of three (3) months. Unless otherwise specified, Subscriptions will automatically renew for successive periods equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days prior to the end of the current term.

11.2 Termination for Cause

Either party may terminate these Terms if the other party:

Materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice
Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings

11.3 Effect of Termination

Upon termination or expiration of these Terms:

All access rights to the Service will cease
You must cease all use of the Service
You must pay all outstanding fees
We will make your Customer Data available for export for a period of thirty (30) days after termination
We may retain your Customer Data for up to one (1) year after termination, after which it will be deleted unless otherwise required by law

11.4 Survival

The following sections shall survive termination or expiration of these Terms: Intellectual Property Rights, Confidentiality, Payment, Warranties and Disclaimers, Limitation of Liability, Indemnification, and any other provision that, by its nature, should survive termination.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

12.2 Our Warranties

We warrant that the Service will perform materially in accordance with the Documentation. Your exclusive remedy for our breach of this warranty shall be our repair or replacement of the Service to make it conform to this warranty, or if we cannot do so within a reasonable time, a refund of prepaid, unused fees.

12.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12.4 Internet Delays

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Exceptions

The limitations in this Section shall not apply to liability arising from a party's:

Fraud, gross negligence, or willful misconduct
Breach of its confidentiality obligations
Violation of applicable law
Infringement of the other party's intellectual property rights

14. Indemnification

14.1 Our Indemnification

We will defend, indemnify, and hold you harmless from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the Service infringes such third party's intellectual property rights (an "Infringement Claim"). We will pay any damages, costs, and expenses finally awarded against you or agreed to in settlement of an Infringement Claim, provided that you: (a) promptly notify us in writing of the Infringement Claim; (b) give us sole control of the defense and settlement of the Infringement Claim; and (c) provide us with all reasonable assistance at our expense.

14.2 Your Indemnification

You will defend, indemnify, and hold us harmless from and against any claim, demand, suit, or proceeding made or brought against us by a third party alleging that your Customer Data, or your use of the Service in violation of these Terms, infringes such third party's intellectual property rights or violates applicable law. You will pay any damages, costs, and expenses finally awarded against us or agreed to in settlement, provided that we: (a) promptly notify you in writing of the claim; (b) give you sole control of the defense and settlement of the claim; and (c) provide you with all reasonable assistance at your expense.

14.3 Infringement Remedies

If the Service becomes, or in our opinion is likely to become, the subject of an Infringement Claim, we may, at our option and expense: (a) modify or replace the Service to make it non-infringing while maintaining substantially equivalent functionality; (b) procure for you the right to continue using the Service; or (c) if neither (a) nor (b) is commercially reasonable, terminate your access to the Service and refund any prepaid, unused fees.

14.4 Exclusions

The indemnification obligations in Section 14.1 do not apply to claims arising from: (a) modification of the Service by anyone other than us; (b) use of the Service in combination with items not provided by us; (c) use of the Service in violation of these Terms; or (d) your Customer Data.

15. Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law principles.

15.2 Informal Dispute Resolution

Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 16.7. If a dispute is not resolved within 30 days of notice, either party may bring a formal proceeding.

15.3 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Oradea, Bihor County, Romania, and the parties hereby consent to the personal jurisdiction and venue therein.

15.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

16. Miscellaneous Provisions

16.1 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part, with or without notice to you.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 No Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

16.4 Entire Agreement

These Terms, together with any order forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

16.5 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.6 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

16.7 Notices

All notices under these Terms must be in writing and will be deemed given: (a) upon receipt when delivered personally; (b) upon written verification of receipt from overnight courier; (c) upon verification of receipt of registered or certified mail; or (d) upon verification of receipt via email, provided that the notice is also sent by another method permitted under this section. Notices to us shall be sent to:

COMPLETE COMMUNICATION PROVIDER S.R.L.
Gen. Gheorghe Magheru Street, No. 21, Building 21, Apartment 152
Oradea, Bihor County, Romania
Email: legal@yuba.app
Phone: +40743009125

16.8 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, actions or decrees of governmental bodies, or internet service provider failure or outage.

16.9 Survival

All provisions that should survive termination of these Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

17. Special Provisions for EU/Romanian Users

17.1 Consumer Rights

If you are a consumer in the European Union, you may have certain rights under applicable consumer protection laws. Nothing in these Terms is intended to limit or exclude any such consumer rights.

17.2 Right of Withdrawal

If you are a consumer in the European Union, you have the right to withdraw from these Terms within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us of your decision to withdraw from these Terms by an unequivocal statement. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

17.3 Alternative Dispute Resolution

If you are a consumer in the European Union and have a complaint about our Service, you can use the European Commission's Online Dispute Resolution platform, which is available at http://ec.europa.eu/consumers/odr/.

18. Special Provisions for US Users

18.1 California Residents

If you are a California resident, you may have certain rights under the California Consumer Privacy Act (CCPA) as detailed in our Privacy Policy.

18.2 Export Compliance

The Service and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Service and related technology, as may be required.

18.3 Government End Users

The Service and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to these Terms.

19. Contact Information

If you have any questions about these Terms, please contact us:

COMPLETE COMMUNICATION PROVIDER S.R.L.
Gen. Gheorghe Magheru Street, No. 21, Building 21, Apartment 152
Oradea, Bihor County, Romania
Email: legal@yuba.app
Phone: +40743009125

By using the Service, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.