Terms of Service

Last updated: January 13, 2026


Please read these Terms of Service (the "Terms") and our Privacy Policy carefully. They govern your ("Customer" or "you") access to and use of the YLookup software platform, Excel Add-in, websites, APIs (if any), and related services (collectively, the "Services") provided by Asymptote Labs Limited ("Asymptote", "YLookup", "we", "us", or "our"). By creating an account, signing an order form, accessing, or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" and "you" refer to that entity.


  1. Our Services


    Services

    Subject to these Terms and any applicable order form, statement of work, or subscription plan that references these Terms (each, an "Order Form"), and subject to timely payment of all applicable fees, Asymptote will provide Customer with access to: (a) a software platform and tools that help users organize, retrieve, and work with data (including with assistance from artificial intelligence features) (the "Platform"), and (b) any implementation, configuration, training, or other professional services expressly specified in an applicable Order Form. The Platform and any such additional services are collectively the "Services".

    No Financial Advice

    The Services are provided for informational, operational, and productivity purposes only. Asymptote does not provide financial, investment, legal, tax, accounting, or other regulated advice, and the Services are not a substitute for professional judgment. AI-assisted features may generate outputs that contain inaccuracies, omissions, or biases. You are solely responsible for (a) reviewing, validating, and supervising any output before relying on it, and (b) complying with any legal, regulatory, professional, or licensing requirements that apply to your business and your interactions with your end clients.


  2. Changes to These Terms and the Service


    Changes to these Terms

    We may update these Terms from time to time. We will notify you by posting the updated Terms and updating the "Last updated" date. If we make material changes, we may also provide notice through the Services or by email. Unless we state otherwise, updated Terms take effect when posted and apply to any use of the Services after that time. If you do not agree to the updated Terms, you must stop using the Services.


    Changes to the Services

    The Services evolve over time. We may add, modify, or remove features, or suspend or discontinue all or part of the Services. If we make a change that materially reduces the core functionality of paid Services, we will use reasonable efforts to provide advance notice where practicable. Subject to any express commitments in an applicable Order Form, your sole remedy if you do not agree with a change to the Services is to stop using the Services and, if applicable, cancel your account.


  3. Account Registration


    Account Creation

    You may need to create an account to use certain features. During registration, you agree to provide accurate, current, and complete information, update it promptly if it changes, and maintain the confidentiality of your login credentials.


    Account Security

    You are responsible for all activities under your account and for maintaining appropriate security for your credentials. If you suspect unauthorized access, notify us promptly. We are not liable for losses from unauthorized use except where prohibited by applicable law.


    Administrator Access

    If you create an account on behalf of an organization, you may designate one or more administrators who manage your authorized users. You are responsible for actions taken by authorized users under your organization's account.


  4. Fees and Payment


    Fees

    You will pay the fees for the Services (the "Fees") as specified in your Order Form or subscription plan. Your payment obligation is not contingent on delivery of future functionality and is not dependent on representations not expressly set out in these Terms or an Order Form.


    Billing and Payment

    Payment Method: You authorize Asymptote (or our payment processor) to charge the payment method you provide for all Fees when due, including applicable taxes. If we approve you for invoicing, Fees are due within thirty (30) days of invoice date unless a different period is specified in the Order Form. Late Payment: Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If you fail to pay when due, we may suspend access after providing at least ten (10) days' notice, unless we reasonably suspect fraud. Suspension does not relieve your payment obligations.


    Price Changes

    We may change our pricing. For active subscriptions, price changes take effect at the start of your next renewal term. We will provide at least thirty (30) days' notice of any price increase for paid subscriptions.


    Taxes

    Fees are exclusive of taxes, levies, duties, or similar governmental assessments. You are responsible for all such taxes associated with your purchase, except taxes based on our net income. You will provide information we reasonably request to determine our tax obligations.


    No Refunds

    All Fees are non-refundable except as expressly stated in these Terms, an Order Form, or as required by applicable law. If you terminate before the end of the current term, you remain obligated to pay all Fees through the end of that term and no refund will be provided for any unused portion.


  5. Term and Termination


    Term

    These Terms are effective on the date you first access or use the Services and continue until terminated under this Section 5. Your subscription term begins on the date specified in your Order Form and continues for the initial period specified therein (the "Initial Term").


    Automatic Renewal

    Unless you cancel before the end of the then-current term or we terminate, your subscription will automatically renew for successive renewal periods (each a "Renewal Term") at our then-current rates, unless otherwise stated in an Order Form. The Initial Term and any Renewal Terms are the "Term."


    Termination by Customer

    You may terminate your subscription by providing notice to us as specified in the Contact section. Termination is effective at the end of the then-current term. You remain obligated to pay all Fees through the end of the term, and no refunds are provided except as required by law.


    Termination or Suspension by Asymptote

    We may suspend or terminate your access if: (a) you breach these Terms and fail to cure within five (5) business days of written notice; (b) you fail to pay Fees when due and fail to cure within ten (10) business days of written notice; (c) your use poses a security risk, harms our systems, other customers, or could subject us to liability; (d) you become subject to insolvency proceedings; or (e) we are required to do so by law, court order, or government request. We may also terminate for convenience upon ninety (90) days' written notice, subject to any express commitments in an Order Form.


    Effect of Termination

    Upon termination or expiration: (a) all licenses and rights granted to you terminate; (b) you must cease using the Services and delete or destroy any Asymptote materials in your possession; (c) you remain obligated to pay outstanding Fees incurred prior to termination; and (d) you will have fourteen (14) days to export your Customer Data (if available). After that period, we may delete Customer Data and have no obligation to retain or return it except as required by law. Sections that by their nature should survive, including fees, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and compliance provisions, will survive.


    Data Deletion

    Following the fourteen (14) day export period, we will delete Customer Data in accordance with our standard retention and deletion practices, except to the extent required by applicable law. Aggregated, anonymised, or de-identified data may be retained indefinitely.


    No Refunds Upon Termination

    Except as expressly stated or required by law, termination or expiration does not entitle you to any refund. If we terminate for convenience, we will refund a pro-rata portion of any prepaid Fees for the unused portion of the subscription after the termination date.



  6. Permitted Use and Prohibited Activities


    License Grant

    Subject to these Terms and any applicable Order Form, Asymptote grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the applicable Term. You may permit your employees and authorized contractors to use the Services solely for your benefit.


    Prohibited Activities

    You agree not to: (a) use the Services to violate any law, regulation, or third-party rights; (b) reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models; (c) use the Services to build or benchmark a competitive product or service; (d) submit content that is unlawful, harmful, harassing, or infringes intellectual property or privacy rights; (e) send spam or unlawful communications, or collect personal data unlawfully; (f) interfere with or disrupt the Services; (g) resell or distribute the Services for unauthorized commercial purposes; (h) sublicense or transfer your access; or (i) use the Services after expiration or termination. We may suspend or terminate accounts that violate these Terms.


  7. Customer Data


    Your Data

    "Customer Data" means information, content, or data that you or your authorized users upload, submit, or transmit to or through the Services, excluding Usage Data. You retain ownership of Customer Data.


    License to Asymptote

    You grant Asymptote a non-exclusive, worldwide, royalty-free license to host, process, store, copy, and transmit Customer Data to: (a) provide, maintain, and support the Services; (b) fulfil our obligations under these Terms; (c) comply with applicable law or court order; and (d) develop, test, and improve the Services and Asymptote's proprietary models, provided that for training or improvement we will use Customer Data only in aggregated, de-identified, or anonymised form that does not identify you or any individual. We will not disclose Customer Data to other customers in identifiable form and will not use Customer Data to directly provide services to third parties.

    Important: Customer Data is not used to train external third-party machine learning models, and we do not provide Customer Data to external model providers for their model training purposes.


    Your Responsibilities

    You represent and warrant that: (a) you have the right to provide Customer Data and doing so does not violate law or third-party rights; (b) Customer Data does not contain unlawful or harmful content; and (c) you have obtained all necessary notices and consents from individuals whose data is included in Customer Data (for example, call recordings).


    Data Retrieval and Deletion

    During the Term, you may request a copy of your Customer Data and we will provide it in a commonly used, machine-readable format within a reasonable time. Upon termination or expiration, you will have fourteen (14) days to export Customer Data, after which we may delete it except as required by law. Deletion does not apply to aggregated or anonymised data.

    Information Security

    We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Our security practices may be described in security documentation available upon request. In the event of a security incident involving unauthorized access to Customer Data, we will notify you in accordance with applicable law.


    Confidentiality of Customer Data

    We will treat Customer Data as your confidential information and will not disclose it except: (a) to employees, contractors, and service providers who need access to provide the Services and are bound by confidentiality obligations; (b) with your consent; or (c) as required by law or court order. Where legally permitted, we will notify you if compelled to disclose Customer Data.


  8. Intellectual Property


    Asymptote IP

    All software, technology, algorithms, AI models, documentation, trademarks, logos, designs, and other materials made available as part of the Services (collectively, "Asymptote IP") are owned by Asymptote or its licensors. The Services are licensed, not sold. Except as expressly granted, no rights are granted to you. You may not remove or obscure proprietary notices.


    Feedback

    If you provide suggestions, ideas, enhancement requests, recommendations, or other feedback ("Feedback"), you permit us to use and commercialize Feedback without restriction or compensation. To the extent permitted by law, you assign to us all rights in Feedback. Feedback is not confidential.


    Ownership of Output

    As between you and Asymptote, you own the reports, analyses, documents, and other materials generated through your use of the Services that are specifically derived from your Customer Data ("Output"). You acknowledge that due to the nature of AI, Output may not be unique and similar Output may be generated for other customers. Asymptote retains all rights in Asymptote IP used to generate Output, and Output generated for other customers is not your property.

    You grant us a non-exclusive, worldwide, royalty-free license to use Output to provide, maintain, and improve the Services. We may use aggregated, anonymised, or de-identified data derived from Output for any purpose.


    Usage Data

    "Usage Data" means data about how the Services are used, including usage patterns, logs, telemetry, performance metrics, and feature adoption. We own Usage Data and may use it to operate, secure, support, and improve the Services. We will not share Usage Data with third parties except (a) in aggregated or anonymised form that does not identify you, or (b) as required by law.


    AI Training

    We may use aggregated, de-identified, or anonymised Customer Data, Output, and Usage Data to train, test, and improve Asymptote's proprietary AI models and the Services, subject to the requirements in Section 7.2. We implement commercially reasonable processes intended to comply with applicable intellectual property and data privacy laws. As stated above, we do not use Customer Data to train external third-party models.


  9. Confidentiality


    Protection of Customer Data

    We will maintain confidentiality of Customer Data as described in Section 7. Our use and protection of Customer Data is governed by these Terms and our Privacy Policy.


    Separate NDA

    If the parties enter into a separate non-disclosure agreement, that agreement governs confidential information exchanged. In the absence of a separate NDA, these Terms constitute the parties' agreement regarding confidentiality.


    Public Information

    Except for Customer Data, information you provide to us is not treated as confidential unless covered by a separate NDA. This may include general business communications, Feedback, support requests, and public-facing content such as testimonials or case studies you agree to provide.


    Compelled Disclosure

    If we are required by law, regulation, court order, or government request to disclose information (including Customer Data), we will use commercially reasonable efforts to notify you in advance where legally permitted so you may seek protective relief.


    Commercial Terms

    The parties agree to keep the pricing and commercial terms of any Order Form or subscription plan confidential, except to advisors, auditors, and service providers under confidentiality obligations, as required by law, or with the other party's consent.


  10. Disclaimer of Warranties


    As-Is Basis

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.


    No Warranties

    WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.


    No Guarantees

    WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT RESULTS OR OUTPUT WILL BE ACCURATE OR RELIABLE, OR THAT DEFECTS WILL BE CORRECTED.


    AI and Data Disclaimers

    WE DISCLAIM ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA OR OUTPUT, INCLUDING AI-GENERATED CONTENT, OR THE ABSENCE OF ERRORS, BIASES, OR INACCURACIES. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING AND VALIDATING OUTPUT BEFORE RELYING ON IT.


    Third-Party Services

    THE SERVICES MAY INTEGRATE WITH OR LINK TO THIRD-PARTY SERVICES. WE DO NOT WARRANT OR ASSUME RESPONSIBILITY FOR THIRD-PARTY SERVICES. YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THEIR TERMS.


    Beta Features

    ANY BETA, PILOT, OR EXPERIMENTAL FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTIES AND MAY BE DISCONTINUED AT ANY TIME. YOUR USE OF BETA FEATURES IS AT YOUR OWN RISK.


    Jurisdiction-Specific Rights

    SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS. IF SUCH LAWS APPLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.


  11. Limitation of Liability


    Exclusion of Certain Damages

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES.


    Aggregate Liability Cap

    EXCEPT AS SET FORTH IN SECTION 11.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ASYMPTOTE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, THE LIABILITY CAP IS $500 (FIVE HUNDRED US DOLLARS).


    Customer Acknowledgements

    YOU ACKNOWLEDGE THAT YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM USE OF THE SERVICES AND FOR ANY CONCLUSIONS, DECISIONS, OR ACTIONS TAKEN BASED ON OUTPUT, AND THAT WE HAVE NO LIABILITY FOR ERRORS, OMISSIONS, INACCURACIES, OR BIASES IN OUTPUT OR AI-GENERATED CONTENT, TO THE EXTENT PERMITTED BY LAW.


    Exclusions from Liability Caps

    NOTHING IN THESE TERMS EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) YOUR PAYMENT OBLIGATIONS; (E) YOUR INDEMNIFICATION OBLIGATIONS; (F) OUR INDEMNIFICATION OBLIGATIONS; OR (G) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.


    Claims Period

    ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FROM WHEN THE CLAIMING PARTY BECAME AWARE (OR SHOULD HAVE BECOME AWARE) OF THE FACTS GIVING RISE TO THE CLAIM, AND IN ANY EVENT NO LATER THAN SIX (6) MONTHS AFTER TERMINATION OR EXPIRATION OF THE SUBSCRIPTION.


    Essential Purpose

    YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN AND THAT ASYMPTOTE WOULD NOT PROVIDE THE SERVICES WITHOUT THEM.


    Allocation of Risk

    THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND PRICING WOULD BE HIGHER WITHOUT THESE LIMITATIONS.


  12. Indemnification


    Indemnification by Customer

    You agree to defend, indemnify, and hold harmless Asymptote, its affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, "Asymptote Indemnitees") from and against third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in violation of these Terms or applicable law; (b) Customer Data, including claims that Customer Data (or our use of it in accordance with these Terms) infringes or violates third-party rights; (c) your breach of these Terms; (d) Output that violates these Terms or that you knew or should have known would lead to infringing or unlawful Output; or (e) your negligence, willful misconduct, or violation of law.


    Indemnification by Asymptote

    Asymptote will defend and indemnify Customer and its affiliates and their officers, directors, employees, and agents (collectively, "Customer Indemnitees") from and against third-party claims alleging that the Services, when used in accordance with these Terms, infringe or misappropriate third-party intellectual property rights.


    Exclusions from Asymptote Indemnification

    Asymptote has no obligation to the extent a claim arises from: (a) modification of the Services by you or a third party not authorized by Asymptote; (b) use of the Services in combination with third-party products or data not provided or approved by Asymptote, if the claim would not have occurred without such combination; (c) Customer Data or Output derived from Customer Data; (d) continued use after notice to discontinue; or (e) use in violation of these Terms or law.


    Remedies for Infringement

    If the Services are, or in our opinion are likely to be, subject to an infringement claim, we may: (a) procure the right for you to continue using the Services; (b) replace or modify the Services to make them non-infringing while providing materially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected portion and refund a pro-rata portion of prepaid Fees for the terminated Services covering the period after termination.


    Indemnification Procedure

    The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) allow the indemnifying party sole control of the defense and settlement (subject to not settling in a way that imposes liability or obligations on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense.


    Exclusive Remedy

    This Section 12 sets forth the indemnifying party's sole liability and the indemnified party's exclusive remedy for covered third-party claims.


  13. Governing Law and Dispute Resolution


    Governing Law

    These Terms and any dispute or claim arising out of or relating to them will be governed by the laws of the State of New York, U.S.A., without regard to conflict-of-law rules.


    Informal Dispute Resolution

    Before initiating formal proceedings, the parties will attempt to resolve disputes informally. The party raising a dispute will provide written notice describing the dispute and proposed resolution. The parties will negotiate in good faith for at least thirty (30) days before commencing formal dispute resolution.


    Arbitration

    Any dispute arising out of or relating to these Terms will be determined by binding arbitration in New York, New York before one arbitrator. Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court with jurisdiction. This clause does not prevent either party from seeking injunctive or equitable relief in court to prevent actual or threatened infringement or misappropriation of intellectual property rights.


    Venue for Injunctive Relief

    For any permitted court proceedings seeking injunctive or equitable relief, the parties consent to personal jurisdiction in New York, New York.


    Waiver of Jury Trial

    TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.


    Waiver of Class and Representative Actions

    To the extent permitted by law, disputes will be conducted on an individual basis only. The parties waive the right to litigate or resolve any dispute as a class, collective, consolidated, or representative action.


    Legal Fees

    If we take legal action to enforce these Terms or collect Fees owed, you agree to reimburse us for reasonable legal fees and costs. In other disputes, the prevailing party may recover its reasonable legal fees and costs to the extent permitted by law.


  14. Compliance with Laws


    General Compliance

    Each party will comply with all applicable laws, regulations, and governmental requirements in connection with performance under these Terms, including privacy, data protection, export control, sanctions, and anti-corruption laws.


    Asymptote Compliance

    We will use commercially reasonable efforts to perform the Services in compliance with applicable laws. You acknowledge that legal and regulatory requirements vary by jurisdiction and use case, and you are responsible for determining whether the Services are suitable for your regulatory environment and intended use.


    Customer Compliance

    You represent and warrant that you will: (a) use the Services in compliance with applicable laws; (b) obtain all necessary consents and authorizations to provide Customer Data; and (c) comply with all applicable professional, licensing, and regulatory requirements in the services you provide to your end clients. You are responsible for ensuring appropriate supervision, review, and controls over your use of the Services.


    Regulatory Disclaimers

    The Services are not designed for high-risk environments or uses requiring fail-safe performance, including life support systems, operation of nuclear facilities, air traffic control, or the direct provision of regulated financial or investment advice without human review. The Services, including AI features, are tools to assist professional judgment and do not replace independent analysis, due diligence, or professional responsibilities.

    Sanctions and Restricted Parties You represent and warrant that you, your organization, and end users are not listed on government restricted-party lists (including U.S. sanctions lists), are not located in or controlled by parties in comprehensively sanctioned territories, and will not use the Services in violation of sanctions, export controls, or anti-money laundering regulations. We may suspend or terminate access immediately if we determine you may be subject to such restrictions.

  15. Publicity


    Use of Customer Name and Logo

    You grant us a non-exclusive, royalty-free, worldwide license to use your name, logo, and trademarks to identify you as a customer in our marketing materials, website, customer lists, presentations, and other promotional materials, subject to any written brand guidelines you provide.


    Opt-Out

    You may opt out of name and logo use by emailing us as specified in the Contact section. After receiving your request, we will cease using your name and logo in new materials and use commercially reasonable efforts to remove it from existing materials, acknowledging that immediate removal everywhere may not be feasible.


    Testimonials and Case Studies

    We may request your participation in testimonials, case studies, press releases, or other promotional activities. Any such participation requires your prior written approval for the specific content and use.


  16. Entire Agreement and Miscellaneous


    Entire Agreement

    These Terms, together with our Privacy Policy and any applicable Order Form, constitute the entire agreement between the parties regarding the Services and supersede prior agreements and understandings.


    Severability

    If any provision is held unenforceable, the remainder will remain in effect.


    Waiver

    No failure or delay to exercise any right is a waiver. Any waiver must be in writing and signed by an authorized representative.


    Assignment

    You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.


    Relationship of Parties

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


    Electronic Communications

    You consent to receive electronic communications regarding these Terms and the Services.


    Force Majeure

    Neither party is liable for failure or delay (other than payment) due to causes beyond its reasonable control, including natural disasters, terrorism, war, epidemics, government actions, labor disputes, utility failures, internet disruptions, or denial-of-service attacks. If such event continues for more than thirty (30) days, either party may terminate the affected Services on written notice.


    Export Compliance

    The Services and related technology may be subject to U.S. export control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargoes or trade sanctions, are not identified on any U.S. government list of prohibited or restricted parties, and will not use the Services in violation of export controls or trade sanctions.


    Interpretation

    Headings are for convenience only and do not affect interpretation. The words "include" and "including" mean "without limitation". References to "writing" include email and electronic communications.


    Third-Party Beneficiaries

    These Terms do not confer third-party beneficiary rights. Only you and Asymptote (and successors and permitted assigns) may enforce these Terms.


  17. Contact Us


    If you have questions about these Terms or the Services, contact us at: info@ylookup.ai

Last updated: January 13, 2026


Please read these Terms of Service (the "Terms") and our Privacy Policy carefully. They govern your ("Customer" or "you") access to and use of the YLookup software platform, Excel Add-in, websites, APIs (if any), and related services (collectively, the "Services") provided by Asymptote Labs Limited ("Asymptote", "YLookup", "we", "us", or "our"). By creating an account, signing an order form, accessing, or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" and "you" refer to that entity.


  1. Our Services


    Services

    Subject to these Terms and any applicable order form, statement of work, or subscription plan that references these Terms (each, an "Order Form"), and subject to timely payment of all applicable fees, Asymptote will provide Customer with access to: (a) a software platform and tools that help users organize, retrieve, and work with data (including with assistance from artificial intelligence features) (the "Platform"), and (b) any implementation, configuration, training, or other professional services expressly specified in an applicable Order Form. The Platform and any such additional services are collectively the "Services".

    No Financial Advice

    The Services are provided for informational, operational, and productivity purposes only. Asymptote does not provide financial, investment, legal, tax, accounting, or other regulated advice, and the Services are not a substitute for professional judgment. AI-assisted features may generate outputs that contain inaccuracies, omissions, or biases. You are solely responsible for (a) reviewing, validating, and supervising any output before relying on it, and (b) complying with any legal, regulatory, professional, or licensing requirements that apply to your business and your interactions with your end clients.


  2. Changes to These Terms and the Service


    Changes to these Terms

    We may update these Terms from time to time. We will notify you by posting the updated Terms and updating the "Last updated" date. If we make material changes, we may also provide notice through the Services or by email. Unless we state otherwise, updated Terms take effect when posted and apply to any use of the Services after that time. If you do not agree to the updated Terms, you must stop using the Services.


    Changes to the Services

    The Services evolve over time. We may add, modify, or remove features, or suspend or discontinue all or part of the Services. If we make a change that materially reduces the core functionality of paid Services, we will use reasonable efforts to provide advance notice where practicable. Subject to any express commitments in an applicable Order Form, your sole remedy if you do not agree with a change to the Services is to stop using the Services and, if applicable, cancel your account.


  3. Account Registration


    Account Creation

    You may need to create an account to use certain features. During registration, you agree to provide accurate, current, and complete information, update it promptly if it changes, and maintain the confidentiality of your login credentials.


    Account Security

    You are responsible for all activities under your account and for maintaining appropriate security for your credentials. If you suspect unauthorized access, notify us promptly. We are not liable for losses from unauthorized use except where prohibited by applicable law.


    Administrator Access

    If you create an account on behalf of an organization, you may designate one or more administrators who manage your authorized users. You are responsible for actions taken by authorized users under your organization's account.


  4. Fees and Payment


    Fees

    You will pay the fees for the Services (the "Fees") as specified in your Order Form or subscription plan. Your payment obligation is not contingent on delivery of future functionality and is not dependent on representations not expressly set out in these Terms or an Order Form.


    Billing and Payment

    Payment Method: You authorize Asymptote (or our payment processor) to charge the payment method you provide for all Fees when due, including applicable taxes. If we approve you for invoicing, Fees are due within thirty (30) days of invoice date unless a different period is specified in the Order Form. Late Payment: Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If you fail to pay when due, we may suspend access after providing at least ten (10) days' notice, unless we reasonably suspect fraud. Suspension does not relieve your payment obligations.


    Price Changes

    We may change our pricing. For active subscriptions, price changes take effect at the start of your next renewal term. We will provide at least thirty (30) days' notice of any price increase for paid subscriptions.


    Taxes

    Fees are exclusive of taxes, levies, duties, or similar governmental assessments. You are responsible for all such taxes associated with your purchase, except taxes based on our net income. You will provide information we reasonably request to determine our tax obligations.


    No Refunds

    All Fees are non-refundable except as expressly stated in these Terms, an Order Form, or as required by applicable law. If you terminate before the end of the current term, you remain obligated to pay all Fees through the end of that term and no refund will be provided for any unused portion.


  5. Term and Termination


    Term

    These Terms are effective on the date you first access or use the Services and continue until terminated under this Section 5. Your subscription term begins on the date specified in your Order Form and continues for the initial period specified therein (the "Initial Term").


    Automatic Renewal

    Unless you cancel before the end of the then-current term or we terminate, your subscription will automatically renew for successive renewal periods (each a "Renewal Term") at our then-current rates, unless otherwise stated in an Order Form. The Initial Term and any Renewal Terms are the "Term."


    Termination by Customer

    You may terminate your subscription by providing notice to us as specified in the Contact section. Termination is effective at the end of the then-current term. You remain obligated to pay all Fees through the end of the term, and no refunds are provided except as required by law.


    Termination or Suspension by Asymptote

    We may suspend or terminate your access if: (a) you breach these Terms and fail to cure within five (5) business days of written notice; (b) you fail to pay Fees when due and fail to cure within ten (10) business days of written notice; (c) your use poses a security risk, harms our systems, other customers, or could subject us to liability; (d) you become subject to insolvency proceedings; or (e) we are required to do so by law, court order, or government request. We may also terminate for convenience upon ninety (90) days' written notice, subject to any express commitments in an Order Form.


    Effect of Termination

    Upon termination or expiration: (a) all licenses and rights granted to you terminate; (b) you must cease using the Services and delete or destroy any Asymptote materials in your possession; (c) you remain obligated to pay outstanding Fees incurred prior to termination; and (d) you will have fourteen (14) days to export your Customer Data (if available). After that period, we may delete Customer Data and have no obligation to retain or return it except as required by law. Sections that by their nature should survive, including fees, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and compliance provisions, will survive.


    Data Deletion

    Following the fourteen (14) day export period, we will delete Customer Data in accordance with our standard retention and deletion practices, except to the extent required by applicable law. Aggregated, anonymised, or de-identified data may be retained indefinitely.


    No Refunds Upon Termination

    Except as expressly stated or required by law, termination or expiration does not entitle you to any refund. If we terminate for convenience, we will refund a pro-rata portion of any prepaid Fees for the unused portion of the subscription after the termination date.



  6. Permitted Use and Prohibited Activities


    License Grant

    Subject to these Terms and any applicable Order Form, Asymptote grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the applicable Term. You may permit your employees and authorized contractors to use the Services solely for your benefit.


    Prohibited Activities

    You agree not to: (a) use the Services to violate any law, regulation, or third-party rights; (b) reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models; (c) use the Services to build or benchmark a competitive product or service; (d) submit content that is unlawful, harmful, harassing, or infringes intellectual property or privacy rights; (e) send spam or unlawful communications, or collect personal data unlawfully; (f) interfere with or disrupt the Services; (g) resell or distribute the Services for unauthorized commercial purposes; (h) sublicense or transfer your access; or (i) use the Services after expiration or termination. We may suspend or terminate accounts that violate these Terms.


  7. Customer Data


    Your Data

    "Customer Data" means information, content, or data that you or your authorized users upload, submit, or transmit to or through the Services, excluding Usage Data. You retain ownership of Customer Data.


    License to Asymptote

    You grant Asymptote a non-exclusive, worldwide, royalty-free license to host, process, store, copy, and transmit Customer Data to: (a) provide, maintain, and support the Services; (b) fulfil our obligations under these Terms; (c) comply with applicable law or court order; and (d) develop, test, and improve the Services and Asymptote's proprietary models, provided that for training or improvement we will use Customer Data only in aggregated, de-identified, or anonymised form that does not identify you or any individual. We will not disclose Customer Data to other customers in identifiable form and will not use Customer Data to directly provide services to third parties.

    Important: Customer Data is not used to train external third-party machine learning models, and we do not provide Customer Data to external model providers for their model training purposes.


    Your Responsibilities

    You represent and warrant that: (a) you have the right to provide Customer Data and doing so does not violate law or third-party rights; (b) Customer Data does not contain unlawful or harmful content; and (c) you have obtained all necessary notices and consents from individuals whose data is included in Customer Data (for example, call recordings).


    Data Retrieval and Deletion

    During the Term, you may request a copy of your Customer Data and we will provide it in a commonly used, machine-readable format within a reasonable time. Upon termination or expiration, you will have fourteen (14) days to export Customer Data, after which we may delete it except as required by law. Deletion does not apply to aggregated or anonymised data.

    Information Security

    We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Our security practices may be described in security documentation available upon request. In the event of a security incident involving unauthorized access to Customer Data, we will notify you in accordance with applicable law.


    Confidentiality of Customer Data

    We will treat Customer Data as your confidential information and will not disclose it except: (a) to employees, contractors, and service providers who need access to provide the Services and are bound by confidentiality obligations; (b) with your consent; or (c) as required by law or court order. Where legally permitted, we will notify you if compelled to disclose Customer Data.


  8. Intellectual Property


    Asymptote IP

    All software, technology, algorithms, AI models, documentation, trademarks, logos, designs, and other materials made available as part of the Services (collectively, "Asymptote IP") are owned by Asymptote or its licensors. The Services are licensed, not sold. Except as expressly granted, no rights are granted to you. You may not remove or obscure proprietary notices.


    Feedback

    If you provide suggestions, ideas, enhancement requests, recommendations, or other feedback ("Feedback"), you permit us to use and commercialize Feedback without restriction or compensation. To the extent permitted by law, you assign to us all rights in Feedback. Feedback is not confidential.


    Ownership of Output

    As between you and Asymptote, you own the reports, analyses, documents, and other materials generated through your use of the Services that are specifically derived from your Customer Data ("Output"). You acknowledge that due to the nature of AI, Output may not be unique and similar Output may be generated for other customers. Asymptote retains all rights in Asymptote IP used to generate Output, and Output generated for other customers is not your property.

    You grant us a non-exclusive, worldwide, royalty-free license to use Output to provide, maintain, and improve the Services. We may use aggregated, anonymised, or de-identified data derived from Output for any purpose.


    Usage Data

    "Usage Data" means data about how the Services are used, including usage patterns, logs, telemetry, performance metrics, and feature adoption. We own Usage Data and may use it to operate, secure, support, and improve the Services. We will not share Usage Data with third parties except (a) in aggregated or anonymised form that does not identify you, or (b) as required by law.


    AI Training

    We may use aggregated, de-identified, or anonymised Customer Data, Output, and Usage Data to train, test, and improve Asymptote's proprietary AI models and the Services, subject to the requirements in Section 7.2. We implement commercially reasonable processes intended to comply with applicable intellectual property and data privacy laws. As stated above, we do not use Customer Data to train external third-party models.


  9. Confidentiality


    Protection of Customer Data

    We will maintain confidentiality of Customer Data as described in Section 7. Our use and protection of Customer Data is governed by these Terms and our Privacy Policy.


    Separate NDA

    If the parties enter into a separate non-disclosure agreement, that agreement governs confidential information exchanged. In the absence of a separate NDA, these Terms constitute the parties' agreement regarding confidentiality.


    Public Information

    Except for Customer Data, information you provide to us is not treated as confidential unless covered by a separate NDA. This may include general business communications, Feedback, support requests, and public-facing content such as testimonials or case studies you agree to provide.


    Compelled Disclosure

    If we are required by law, regulation, court order, or government request to disclose information (including Customer Data), we will use commercially reasonable efforts to notify you in advance where legally permitted so you may seek protective relief.


    Commercial Terms

    The parties agree to keep the pricing and commercial terms of any Order Form or subscription plan confidential, except to advisors, auditors, and service providers under confidentiality obligations, as required by law, or with the other party's consent.


  10. Disclaimer of Warranties


    As-Is Basis

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.


    No Warranties

    WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.


    No Guarantees

    WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT RESULTS OR OUTPUT WILL BE ACCURATE OR RELIABLE, OR THAT DEFECTS WILL BE CORRECTED.


    AI and Data Disclaimers

    WE DISCLAIM ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA OR OUTPUT, INCLUDING AI-GENERATED CONTENT, OR THE ABSENCE OF ERRORS, BIASES, OR INACCURACIES. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING AND VALIDATING OUTPUT BEFORE RELYING ON IT.


    Third-Party Services

    THE SERVICES MAY INTEGRATE WITH OR LINK TO THIRD-PARTY SERVICES. WE DO NOT WARRANT OR ASSUME RESPONSIBILITY FOR THIRD-PARTY SERVICES. YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THEIR TERMS.


    Beta Features

    ANY BETA, PILOT, OR EXPERIMENTAL FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTIES AND MAY BE DISCONTINUED AT ANY TIME. YOUR USE OF BETA FEATURES IS AT YOUR OWN RISK.


    Jurisdiction-Specific Rights

    SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS. IF SUCH LAWS APPLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.


  11. Limitation of Liability


    Exclusion of Certain Damages

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES.


    Aggregate Liability Cap

    EXCEPT AS SET FORTH IN SECTION 11.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ASYMPTOTE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, THE LIABILITY CAP IS $500 (FIVE HUNDRED US DOLLARS).


    Customer Acknowledgements

    YOU ACKNOWLEDGE THAT YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM USE OF THE SERVICES AND FOR ANY CONCLUSIONS, DECISIONS, OR ACTIONS TAKEN BASED ON OUTPUT, AND THAT WE HAVE NO LIABILITY FOR ERRORS, OMISSIONS, INACCURACIES, OR BIASES IN OUTPUT OR AI-GENERATED CONTENT, TO THE EXTENT PERMITTED BY LAW.


    Exclusions from Liability Caps

    NOTHING IN THESE TERMS EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) YOUR PAYMENT OBLIGATIONS; (E) YOUR INDEMNIFICATION OBLIGATIONS; (F) OUR INDEMNIFICATION OBLIGATIONS; OR (G) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.


    Claims Period

    ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FROM WHEN THE CLAIMING PARTY BECAME AWARE (OR SHOULD HAVE BECOME AWARE) OF THE FACTS GIVING RISE TO THE CLAIM, AND IN ANY EVENT NO LATER THAN SIX (6) MONTHS AFTER TERMINATION OR EXPIRATION OF THE SUBSCRIPTION.


    Essential Purpose

    YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN AND THAT ASYMPTOTE WOULD NOT PROVIDE THE SERVICES WITHOUT THEM.


    Allocation of Risk

    THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND PRICING WOULD BE HIGHER WITHOUT THESE LIMITATIONS.


  12. Indemnification


    Indemnification by Customer

    You agree to defend, indemnify, and hold harmless Asymptote, its affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, "Asymptote Indemnitees") from and against third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in violation of these Terms or applicable law; (b) Customer Data, including claims that Customer Data (or our use of it in accordance with these Terms) infringes or violates third-party rights; (c) your breach of these Terms; (d) Output that violates these Terms or that you knew or should have known would lead to infringing or unlawful Output; or (e) your negligence, willful misconduct, or violation of law.


    Indemnification by Asymptote

    Asymptote will defend and indemnify Customer and its affiliates and their officers, directors, employees, and agents (collectively, "Customer Indemnitees") from and against third-party claims alleging that the Services, when used in accordance with these Terms, infringe or misappropriate third-party intellectual property rights.


    Exclusions from Asymptote Indemnification

    Asymptote has no obligation to the extent a claim arises from: (a) modification of the Services by you or a third party not authorized by Asymptote; (b) use of the Services in combination with third-party products or data not provided or approved by Asymptote, if the claim would not have occurred without such combination; (c) Customer Data or Output derived from Customer Data; (d) continued use after notice to discontinue; or (e) use in violation of these Terms or law.


    Remedies for Infringement

    If the Services are, or in our opinion are likely to be, subject to an infringement claim, we may: (a) procure the right for you to continue using the Services; (b) replace or modify the Services to make them non-infringing while providing materially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected portion and refund a pro-rata portion of prepaid Fees for the terminated Services covering the period after termination.


    Indemnification Procedure

    The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) allow the indemnifying party sole control of the defense and settlement (subject to not settling in a way that imposes liability or obligations on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense.


    Exclusive Remedy

    This Section 12 sets forth the indemnifying party's sole liability and the indemnified party's exclusive remedy for covered third-party claims.


  13. Governing Law and Dispute Resolution


    Governing Law

    These Terms and any dispute or claim arising out of or relating to them will be governed by the laws of the State of New York, U.S.A., without regard to conflict-of-law rules.


    Informal Dispute Resolution

    Before initiating formal proceedings, the parties will attempt to resolve disputes informally. The party raising a dispute will provide written notice describing the dispute and proposed resolution. The parties will negotiate in good faith for at least thirty (30) days before commencing formal dispute resolution.


    Arbitration

    Any dispute arising out of or relating to these Terms will be determined by binding arbitration in New York, New York before one arbitrator. Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court with jurisdiction. This clause does not prevent either party from seeking injunctive or equitable relief in court to prevent actual or threatened infringement or misappropriation of intellectual property rights.


    Venue for Injunctive Relief

    For any permitted court proceedings seeking injunctive or equitable relief, the parties consent to personal jurisdiction in New York, New York.


    Waiver of Jury Trial

    TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.


    Waiver of Class and Representative Actions

    To the extent permitted by law, disputes will be conducted on an individual basis only. The parties waive the right to litigate or resolve any dispute as a class, collective, consolidated, or representative action.


    Legal Fees

    If we take legal action to enforce these Terms or collect Fees owed, you agree to reimburse us for reasonable legal fees and costs. In other disputes, the prevailing party may recover its reasonable legal fees and costs to the extent permitted by law.


  14. Compliance with Laws


    General Compliance

    Each party will comply with all applicable laws, regulations, and governmental requirements in connection with performance under these Terms, including privacy, data protection, export control, sanctions, and anti-corruption laws.


    Asymptote Compliance

    We will use commercially reasonable efforts to perform the Services in compliance with applicable laws. You acknowledge that legal and regulatory requirements vary by jurisdiction and use case, and you are responsible for determining whether the Services are suitable for your regulatory environment and intended use.


    Customer Compliance

    You represent and warrant that you will: (a) use the Services in compliance with applicable laws; (b) obtain all necessary consents and authorizations to provide Customer Data; and (c) comply with all applicable professional, licensing, and regulatory requirements in the services you provide to your end clients. You are responsible for ensuring appropriate supervision, review, and controls over your use of the Services.


    Regulatory Disclaimers

    The Services are not designed for high-risk environments or uses requiring fail-safe performance, including life support systems, operation of nuclear facilities, air traffic control, or the direct provision of regulated financial or investment advice without human review. The Services, including AI features, are tools to assist professional judgment and do not replace independent analysis, due diligence, or professional responsibilities.

    Sanctions and Restricted Parties You represent and warrant that you, your organization, and end users are not listed on government restricted-party lists (including U.S. sanctions lists), are not located in or controlled by parties in comprehensively sanctioned territories, and will not use the Services in violation of sanctions, export controls, or anti-money laundering regulations. We may suspend or terminate access immediately if we determine you may be subject to such restrictions.

  15. Publicity


    Use of Customer Name and Logo

    You grant us a non-exclusive, royalty-free, worldwide license to use your name, logo, and trademarks to identify you as a customer in our marketing materials, website, customer lists, presentations, and other promotional materials, subject to any written brand guidelines you provide.


    Opt-Out

    You may opt out of name and logo use by emailing us as specified in the Contact section. After receiving your request, we will cease using your name and logo in new materials and use commercially reasonable efforts to remove it from existing materials, acknowledging that immediate removal everywhere may not be feasible.


    Testimonials and Case Studies

    We may request your participation in testimonials, case studies, press releases, or other promotional activities. Any such participation requires your prior written approval for the specific content and use.


  16. Entire Agreement and Miscellaneous


    Entire Agreement

    These Terms, together with our Privacy Policy and any applicable Order Form, constitute the entire agreement between the parties regarding the Services and supersede prior agreements and understandings.


    Severability

    If any provision is held unenforceable, the remainder will remain in effect.


    Waiver

    No failure or delay to exercise any right is a waiver. Any waiver must be in writing and signed by an authorized representative.


    Assignment

    You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.


    Relationship of Parties

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


    Electronic Communications

    You consent to receive electronic communications regarding these Terms and the Services.


    Force Majeure

    Neither party is liable for failure or delay (other than payment) due to causes beyond its reasonable control, including natural disasters, terrorism, war, epidemics, government actions, labor disputes, utility failures, internet disruptions, or denial-of-service attacks. If such event continues for more than thirty (30) days, either party may terminate the affected Services on written notice.


    Export Compliance

    The Services and related technology may be subject to U.S. export control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargoes or trade sanctions, are not identified on any U.S. government list of prohibited or restricted parties, and will not use the Services in violation of export controls or trade sanctions.


    Interpretation

    Headings are for convenience only and do not affect interpretation. The words "include" and "including" mean "without limitation". References to "writing" include email and electronic communications.


    Third-Party Beneficiaries

    These Terms do not confer third-party beneficiary rights. Only you and Asymptote (and successors and permitted assigns) may enforce these Terms.


  17. Contact Us


    If you have questions about these Terms or the Services, contact us at: info@ylookup.ai