September 1, 2025
These Agency Plan Supplementary Terms ("Agency Terms") supplement and form part of the Yuko Terms and Conditions ("Main Terms"), Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and all other applicable Yuko agreements (collectively, the "Yuko Agreements").
These Agency Terms apply to marketing agencies, web development agencies, consultants, and other businesses ("Agency", "you", or "your") that subscribe to Yuko’s Agency Plan to purchase multiple licenses in bulk and provide access to the Yuko platform to their clients ("Agency Customers" or "Sub-Accounts").
By subscribing to the Agency Plan, you acknowledge that you have read, understood, and agree to be bound by these Agency Terms in addition to all Yuko Agreements. If you do not agree, you may not use the Agency Plan.
In the event of a conflict between these Agency Terms and the Main Terms, these Agency Terms shall prevail with respect to Agency Plan matters. All other provisions of the Yuko Agreements remain in full force and effect.
These Agency Terms become effective on the earlier of: (a) the date you accept these Agency Terms via email confirmation or online acceptance; (b) the date you execute an Order Form referencing these Agency Terms; or (c) the date you first access or use the Agency Plan (the "Effective Date").
THE AGENCY PLAN IS NOT A WHITE-LABEL SOLUTION.The Yuko platform will retain Yuko branding, including the Yuko name, logo, and trademarks. Agency Customers will access the platform as Yuko-branded software. You may not remove, obscure, or modify any Yuko branding or trademarks.
In these Agency Terms, unless the context otherwise requires:
2.1 "Agency" means the marketing agency, web development agency, consultancy, or other business entity that subscribes to the Agency Plan.
2.2 "Agency Customer" or "Sub-Account" means any client, customer, or end-user to whom Agency provides access to the Yuko platform under the Agency Plan.
2.3 "Agency Plan" means Yuko’s bulk licensing subscription plan that allows Agencies to purchase multiple licenses and provide platform access to Agency Customers.
2.4 "Business Day" means any day other than a Saturday, Sunday, or public holiday in Singapore.
2.5 "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, electronically, or through any other means, that is designated as confidential, marked as proprietary, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: (a) business plans, strategies, and financial information; (b) customer and prospect lists; (c) pricing information and fee structures; (d) product roadmaps, technical specifications, and source code; (e) trade secrets and know-how; (f) marketing plans and materials; and (g) any information relating to Agency Customers.
2.6 "Fees" means all amounts payable by Agency to Yuko under these Agency Terms, including subscription fees, License fees, overage charges, and any other charges specified in the Order Form or on the Yuko pricing page.
2.7 "Growth Plan" means Yuko’s standard subscription plan designated as "Growth" (or any successor plan) as published on Yuko’s pricing page at https://yuko.so/pricing, as updated from time to time.
2.8 "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, trade dress, domain names, and any other intellectual or industrial property rights, whether registered or unregistered, and all applications and rights to apply for registration thereof.
2.9 "License" or "Seat" means a single subscription unit that grants one Agency Customer access to the Yuko platform.
2.10 "License Allocation" means the maximum number of Licenses included in Agency’s Agency Plan subscription, as specified in the Order Form or selected subscription tier.
2.11 "Order Form" means the ordering document, online subscription form, or other document executed by Agency that specifies the Agency Plan subscription details, including License Allocation, Fees, Subscription Term, and any other commercial terms.
2.12 "Platform" means the Yuko software platform, including all features, services, modules, and functionality made available by Yuko.
2.13 "Subscription Term" means the initial subscription period and any renewal periods as specified in the Order Form or these Agency Terms.
2.14 "Yuko" means SV Tech Cloud Pte Ltd, a company incorporated in Singapore (UEN: [UEN NUMBER]), with its registered address at 160 Robinson Road, Singapore.
2.15 "Yuko Brand Assets" means Yuko’s name, logos, trademarks, service marks, trade dress, icons, graphics, and any other brand assets owned or controlled by Yuko.
In these Agency Terms:
(a) "Including" and "includes" mean "including without limitation";
(b) "Days" means calendar days unless "Business Days" is specified;
(c) References to "written" or "in writing" mean communication via email from an authorised representative. For the avoidance of doubt, communications via instant messaging platforms (such as WhatsApp, Telegram, WeChat, Slack, SMS, or similar) do not constitute "written" communication unless subsequently confirmed via email;
(d) Headings are for convenience only and do not affect interpretation;
(e) References to "Sections" are to sections of these Agency Terms;
(f) The words "promptly" means within five (5) Business Days;
(g) The word "immediately" means within twenty-four (24) hours;
(h) The phrase "reasonable timeframe" means within ten (10) Business Days unless otherwise specified;
(i) "Written notice" or "notice in writing" must be delivered via email to [email protected](for notices to Yuko) or to the email address on file (for notices to Agency).
Subject to your compliance with these Agency Terms and all Yuko Agreements, and subject to your timely payment of all Fees, Yuko grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:
(a) Access and use the Yuko platform for your internal business purposes;
(b) Purchase Licenses in bulk under the Agency Plan up to your License Allocation;
(c) Provide access to the Yuko platform to Agency Customers in accordance with these Agency Terms.
(a) You may create Sub-Accounts for Agency Customers within your License Allocation;
(b) Each Sub-Account counts as one (1) License;
(c) Agency Customers will access the platform through Yuko-branded interfaces;
(d) Agency Customers will not have visibility of billing information, Yuko pricing, or payment detailswithin their Sub-Accounts;
(e) Agency Customers' access is subject to their acceptance of and compliance with all applicable Yuko Agreements;
(f) You are responsible for ensuring each Agency Customer accepts the Yuko End User Terms and other applicable Yuko Agreements prior to accessing the platform.
(a) Allocation Limits: Your License Allocation is specified in your Order Form or subscription tier. You may not create Sub-Accounts exceeding your License Allocation without purchasing additional Licenses;
(b) Minimum Licenses: The Agency Plan requires a minimum of five (5) Licenses unless otherwise specified in your Order Form;
(c) Maximum Licenses: Unless otherwise agreed in writing, the maximum License Allocation under the standard Agency Plan is one hundred (100) Licenses. For larger allocations, contact Yuko for enterprise pricing;
(d) Purchasing Additional Licenses: You may purchase additional Licenses at any time through your Agency dashboard or by contacting Yuko. Additional Licenses will be billed at the then-current per-License rate, pro-rated for the remainder of your current billing period;
(e) Exceeding Allocation: If you create Sub-Accounts exceeding your License Allocation, Yuko will automatically charge you for the additional Licenses at the then-current per-License rate. Repeated or intentional over-allocation may result in suspension or termination;
(f) No Rollover: Unused Licenses do not roll over to subsequent billing periods;
(g) No Refunds for Unused Licenses: No refunds or credits will be provided for unused Licenses;
(h) License Reduction: You may request to reduce your License Allocation at the end of any Subscription Term by providing at least thirty (30) days’ written notice prior to the renewal date. License reductions are not permitted mid-term.
You shall NOT:
(a) Resell, sublicense, or transfer Licenses as standalone products separate from your services;
(b) Remove, obscure, or modify any Yuko branding, trademarks, or proprietary notices on the platform;
(c) Represent the platform as your own proprietary software or white-label solution;
(d) Represent yourself as a Yuko employee, agent, representative, or authorised reseller;
(e) Direct Agency Customers to contact Yuko for support or any other reason;
(f) Solicit existing Yuko customers to cancel their accounts to purchase through your Agency Plan;
(g) Make false, misleading, or disparaging statements about Yuko, the platform, or Yuko's personnel;
(h) Use the platform or Agency Plan in any manner that violates applicable laws or Yuko Agreements;
(i) Use Yuko Brand Assets in your marketing, website, or communications without prior explicit written consent or email approval from Yuko (see Section 11.3);
(j) Price your Agency Customer offerings above Yuko's Growth Plan list price or in any manner that damages Yuko's brand reputation (see Section 9.4);
(k) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform;
(l) Create derivative works based on the platform or any part thereof;
(m) Use the platform to develop a competing product or service;
(n) Share, transfer, or allow access to your Agency account credentials to any third party;
(o) Use the platform for any illegal, fraudulent, or malicious purpose.
During the Subscription Term and for a period of twelve (12) months thereafter, Agency shall not, directly or indirectly:
(a) Solicit, recruit, or hire any employee, contractor, or consultant of Yuko;
(b) Induce or attempt to induce any such person to leave their engagement with Yuko;
(c) Assist any third party in doing any of the foregoing.
This restriction does not apply to general public advertisements or job postings not specifically targeted at Yuko personnel.
The Agency Plan includes:
(a) Access to all features of the Growth Plan tier for the specific Yuko module(s) subscribed (e.g., Yuko Reviews, Yuko Loyalty, Yuko Referrals, Yuko Membership, or Yuko Bundle), as specified in your Order Form or subscription;
(b) Bulk License purchasing at the rates specified in your Order Form or subscription tier;
(c) Standard platform documentation and help resources;
(d) Standard platform updates, maintenance, and bug fixes;
(e) Standard email support for Agency (not Agency Customers);
(f) Data migration and import services as generally offered by Yuko.
THE AGENCY PLAN EXPRESSLY EXCLUDES:
(a) Custom Development: No custom features, custom integrations, custom APIs, or bespoke development of any kind;
(b) Customisation: No modification of the platform code, functionality, interface, or user experience;
(c) New Feature Development: No development of new features at Agency’s request or for Agency’s benefit;
(d) Priority Feature Requests: No guaranteed implementation of feature requests or roadmap influence;
(e) White-Labelling: No removal, modification, or replacement of Yuko branding;
(f) Direct Support for Agency Customers: Yuko does not provide support, training, or assistance directly to Agency Customers under any circumstances;
(g) Custom SLAs: No custom service level agreements, uptime guarantees, or performance commitments beyond standard platform availability;
(h) Dedicated Infrastructure: No dedicated servers, instances, databases, or isolated environments;
(i) Custom Training: No custom training programs, webinars, or materials for Agency or Agency Customers;
(j) On-Site Services: No on-site implementation, training, consulting, or support services;
(k) Integration Development: No development or customisation of third-party integrations.
THE PLATFORM IS PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT ANY CUSTOMISATION OR MODIFICATION FOR AGENCY OR AGENCY CUSTOMERS. YUKO MAKES NO COMMITMENT TO DEVELOP ANY FEATURES, CUSTOMISATIONS, OR MODIFICATIONS, AND ANY SUCH REQUESTS ARE OUTSIDE THE SCOPE OF THE AGENCY PLAN.
(a) Right to Modify: Yuko reserves the right to modify, update, enhance, or change any aspect of the platform at any time, including features, functionality, user interface, and APIs;
(b) Right to Discontinue: Yuko may discontinue any feature, module, or functionality at any time in its sole discretion;
(c) No Liability: Yuko shall have no liability to Agency or Agency Customers for any platform modifications or discontinuations;
(d) Notice of Material Changes: Yuko will use reasonable efforts to provide thirty (30) days’ notice of material changes that significantly reduce core functionality, except where immediate changes are required for security, legal, or operational reasons;
(e) No Obligation: Nothing in these Agency Terms obligates Yuko to maintain, support, update, or continue offering any specific feature or the platform itself.
YOU ARE FULLY AND SOLELY RESPONSIBLE FOR YOUR AGENCY CUSTOMERS AND THEIR USE OF THE PLATFORM.This includes, without limitation:
(a) Customer Acquisition: Identifying, qualifying, vetting, and onboarding Agency Customers;
(b) Customer Service: Providing all customer support, assistance, troubleshooting, and service to Agency Customers;
(c) Billing and Payments: Determining pricing, invoicing, collecting all payments, and managing payment disputes with Agency Customers;
(d) Dispute Resolution: Handling and resolving all disputes, complaints, claims, and inquiries from Agency Customers;
(e) Training: Providing all training, onboarding, and user education to Agency Customers;
(f) Compliance: Ensuring Agency Customers understand and comply with all Yuko Agreements and applicable laws;
(g) Account Management: Creating, managing, configuring, suspending, and terminating Sub-Accounts;
(h) Communications: All communications with Agency Customers regarding the platform, including outage notifications, updates, and changes;
(i) Data Management: Managing Agency Customer data, including backups, exports, and retention;
(j) Security: Ensuring Agency Customers follow appropriate security practices.
(a) You are solely responsible for determining the pricing you charge Agency Customers, subject to Section 9.4;
(b) You are solely responsible for invoicing and collecting payments from Agency Customers;
(c) You are solely responsible for all billing disputes, chargebacks, and refund requests from Agency Customers;
(d) Yuko has no contractual, financial, or other relationship with Agency Customers regarding payment matters;
(e) Your failure to collect payment from Agency Customers does not affect, reduce, or delay your payment obligations to Yuko;
(f) You bear all risk of non-payment by Agency Customers;
(g) You are responsible for all taxes, duties, and government assessments related to your fees to Agency Customers.
(a) You shall provide first-line, second-line, and all subsequent levels of support to Agency Customers;
(b) You shall NOT direct, refer, or encourage Agency Customers to contact Yuko for any reason whatsoever;
(c) You shall NOT represent, suggest, or imply that Yuko will provide support to Agency Customers;
(d) Yuko's support is available only to you (the Agency), not to Agency Customers;
(e) If Yuko receives inquiries from Agency Customers, Yuko may, at its sole discretion: (i) redirect them to you; (ii) decline to respond; or (iii) respond with a brief statement that they should contact you;
(f) Yuko shall not be liable for any response or non-response to Agency Customer inquiries.
(a) You are solely and exclusively responsible for resolving all disputes with Agency Customers;
(b) Yuko is not liable for any disputes between you and Agency Customers;
(c) Yuko will not mediate, arbitrate, or otherwise involve itself in disputes between you and Agency Customers;
(d) You shall not involve Yuko in any legal proceedings between you and Agency Customers without Yuko's prior written consent;
(e) If Yuko determines, in its sole discretion, that you are consistently or repeatedly failing to resolve Agency Customer disputes, or if Yuko receives three (3) or more complaints within any sixty (60) day period that you are not responding to legitimate customer inquiries, Yuko reserves the right to immediately suspend or terminate your Agency Plan without refund.
You shall:
(a) Ensure all Agency Customers accept and agree to Yuko’s End User Terms, Privacy Policy, Acceptable Use Policy, and all other applicable Yuko Agreements prior tobeing granted access to the platform;
(b) Implement a click-through or click-wrap acceptance mechanism that requires Agency Customers to affirmatively accept the Yuko Agreements before accessing the platform;
(c) Retain records of each Agency Customer's acceptance of the Yuko Agreements, including the date, time, and method of acceptance, for the duration of their access plus three (3) years;
(d) Provide Yuko with copies of such acceptance records within five (5) Business Days of Yuko's request;
(e) Implement and enforce your own terms of service with Agency Customers that are at least as restrictive as the Yuko Agreements;
(f) Implement and enforce your own privacy policy that provides at least the level of data protection as Yuko's Privacy Policy;
(g) Obtain all necessary consents from Agency Customers for data collection, processing, and sharing with Yuko;
(h) Ensure Agency Customers comply with all applicable laws and regulations in their use of the platform;
(i) Immediately notify Yuko (within twenty-four (24) hours) of any suspected or actual breaches of Yuko Agreements by Agency Customers;
(j) Promptly suspend or terminate Agency Customer access upon discovering any violation of Yuko Agreements.
(a) You shall maintain accurate and complete records of all Agency Customers, including: business name, contact information, date of onboarding, acceptance of Yuko Agreements, and current status;
(b) You shall conduct periodic reviews (at least annually) to verify Agency Customer compliance with Yuko Agreements;
(c) Upon Yuko's request (not more than once per quarter), you shall provide a compliance report certifying that all Agency Customers have accepted the Yuko Agreements and, to your knowledge, are in compliance;
(d) Failure to provide compliance reports or discovery of systematic non-compliance may result in suspension or termination of your Agency Plan.
ALL AGENCY CUSTOMERS MUST ACCEPT AND COMPLY WITH ALL APPLICABLE YUKO AGREEMENTS, including but not limited to:
(a) Yuko Terms and Conditions;
(b) Yuko Privacy Policy;
(c) Yuko End User Terms;
(d) Yuko Acceptable Use Policy;
(e) Yuko Data Processing Agreement (where applicable);
(f) Any supplementary terms (Integrations, Loyalty, etc.);
(g) Any updates or amendments to the foregoing.
YOU ARE FULLY LIABLE FOR ALL ACTS AND OMISSIONS OF YOUR AGENCY CUSTOMERS AS IF THEY WERE YOUR OWN ACTS AND OMISSIONS.This includes, without limitation:
(a) Violations of Yuko Agreements by Agency Customers;
(b) Illegal activities by Agency Customers using the platform;
(c) Data breaches, security incidents, or privacy violations caused by Agency Customers;
(d) Intellectual property infringements by Agency Customers;
(e) Defamation, harassment, or other tortious conduct by Agency Customers;
(f) Spam, unsolicited communications, or messaging violations by Agency Customers;
(g) Any damages, losses, liabilities, fines, penalties, or expenses arising from Agency Customer conduct.
(a) If an Agency Customer violates any Yuko Agreement, you must immediately (within twenty-four (24) hours) suspend their access upon Yuko's request;
(b) If the violation is not cured within five (5) Business Days (or such shorter period as Yuko specifies for serious violations), you must terminate the Agency Customer's access;
(c) Failure to enforce compliance may result in immediate termination of your Agency Plan;
(d) Yuko reserves the right to directly suspend or terminate Agency Customer Sub-Accounts that violate Yuko Agreements, without prior notice to you and without any liability to you or the Agency Customer;
(e) A pattern of Agency Customer violations (three (3) or more violations within any twelve (12) month period) may result in termination of your Agency Plan.
Each party represents and warrants to the other that:
(a) It is duly organised, validly existing, and in good standing under the laws of its jurisdiction of organisation;
(b) It has full power and authority to enter into these Agency Terms and perform its obligations hereunder;
(c) The execution, delivery, and performance of these Agency Terms does not conflict with any other agreement to which it is a party;
(d) These Agency Terms constitute a legal, valid, and binding obligation enforceable against it in accordance with their terms.
Agency represents and warrants that:
(a) All information provided to Yuko in connection with the Agency Plan is true, accurate, complete, and not misleading;
(b) Agency has obtained, and will maintain throughout the Subscription Term, all necessary consents, licenses, and authorisations required for its use of the Agency Plan and provision of access to Agency Customers;
(c) Agency has the authority to bind each Agency Customer to the Yuko Agreements;
(d) Agency will comply with all applicable laws, regulations, and industry standards in its use of the Agency Plan and dealings with Agency Customers;
(e) Agency is not, and no Agency Customer is, subject to any economic sanctions, export controls, or trade restrictions imposed by Singapore, the United States, the European Union, the United Nations, or any other applicable jurisdiction;
(f) Agency is not, and no Agency Customer is, listed on any government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals List, the EU Consolidated List, or equivalent lists;
(g) Agency is not insolvent, has not filed for bankruptcy or receivership, and is not subject to any insolvency proceedings;
(h) Agency will not use the platform or permit Agency Customers to use the platform for any illegal, fraudulent, or malicious purpose;
(i) Agency has implemented appropriate data security measures and will maintain such measures throughout the Subscription Term;
(j) Agency's use of the Agency Plan will not infringe, misappropriate, or violate any third-party Intellectual Property Rights.
EXCEPT AS EXPRESSLY SET FORTH IN THESE AGENCY TERMS, YUKO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
During the Subscription Term and for a period of twelve (12) months thereafter, Agency shall maintain the following insurance coverage:
(a) Commercial General Liability Insurance: With minimum coverage of SGD 1,000,000 (or equivalent) per occurrence and SGD 2,000,000 aggregate;
(b) Professional Liability / Errors & Omissions Insurance: With minimum coverage of SGD 1,000,000 (or equivalent) per claim and aggregate;
(c) Cyber Liability Insurance: With minimum coverage of SGD 500,000 (or equivalent) per claim, covering data breaches, network security failures, and privacy violations.
(a) All insurance policies shall be issued by reputable insurers with a financial strength rating of at least A- (or equivalent);
(b) Agency shall provide certificates of insurance evidencing the required coverage upon Yuko's request;
(c) Agency shall provide at least thirty (30) days' written notice to Yuko prior to any cancellation, non-renewal, or material reduction in coverage;
(d) The maintenance of insurance does not limit Agency's liability under these Agency Terms.
Yuko may, in its sole discretion, waive or modify the insurance requirements for specific Agencies upon written request. Any such waiver must be in writing and signed by an authorised representative of Yuko.
(a) You shall pay the applicable Agency Plan subscription Fees as set forth in your Order Form or on the Yuko pricing page;
(b) Fees are based on the number of Licenses in your License Allocation;
(c) Fees are payable in advance on a monthly or annual basis, as specified in your Order Form or selected at subscription;
(d) All Fees are quoted and payable in Singapore Dollars (SGD) or United States Dollars (USD), as specified in your Order Form.
(a) Payment Methods: Payment may be made by credit card, debit card, bank transfer, or such other methods as Yuko may accept. Yuko reserves the right to require specific payment methods;
(b) Payment Due Date: For credit card payments, Fees are charged automatically on the billing date. For invoiced payments, Fees are due within fourteen (14) days of the invoice date unless otherwise specified;
(c) Non-Refundable: All Fees are non-refundable except as expressly stated in these Agency Terms;
(d) Automatic Renewal: Unless you provide written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term, your subscription will automatically renew, and you authorise Yuko to charge the applicable renewal Fees;
(e) Taxes: All Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, levies, and government assessments (excluding taxes based on Yuko’s net income). If Yuko is required to collect or remit taxes, such taxes will be added to your invoice.
(a) Grace Period: If payment is not received by the due date, you will have a grace period of seven (7) days to cure the payment failure;
(b) Late Payment Interest: Overdue amounts shall bear interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the due date until payment is received;
(c) Suspension: If payment is not received within seven (7) days after the due date, Yuko may suspend your Agency Plan and all Sub-Accounts without further notice;
(d) Termination: If payment is not received within thirty (30) days after the due date, Yuko may terminate your Agency Plan for cause;
(e) Reactivation Fee: If your Agency Plan is suspended for non-payment and subsequently reactivated, Yuko may charge a reactivation fee of SGD 200 (or equivalent);
(f) Collection Costs: You shall reimburse Yuko for all costs and expenses incurred in collecting overdue amounts, including reasonable legal fees, collection agency fees, and court costs;
(g) Prepayment Requirement: If you have a history of late payments (two (2) or more late payments in any twelve (12) month period), Yuko may require prepayment or a deposit for future subscription periods;
(h) Disputed Amounts: If you dispute any invoice in good faith, you must notify Yuko in writing within fourteen (14) days of the invoice date, specifying the disputed amount and the basis for the dispute. You must pay all undisputed amounts by the due date. Failure to dispute within this period constitutes acceptance of the invoice.
(a) You are free to set your own pricing for Agency Customers, subject to the restrictions in this Section;
(b) Maximum Price Cap: You may NOT charge Agency Customers more than Yuko’s then-current list price for the Growth Plan for the same or substantially similar features and functionality. Yuko’s current list pricing is available at https://yuko.so/pricingand may be updated from time to time. It is your responsibility to monitor Yuko’s pricing and ensure compliance;
(c) Brand-Protective Pricing: You shall not price your Agency Customer offerings in any manner that:
(i) Could reasonably be perceived as predatory, exploitative, price gouging, or unfair;
(ii) May damage, diminish, or negatively affect the reputation, goodwill, or brand image of Yuko;
(iii) Associates Yuko with low-quality, spam, scam, or disreputable services;
(iv) Creates confusion about Yuko's official pricing or market positioning;
(v) Undercuts Yuko's direct pricing in a manner that harms Yuko's business;
(d) Yuko reserves the right to require you to adjust your pricing if Yuko determines, in its sole discretion, that your pricing practices negatively affect Yuko's brand reputation or business interests;
(e) Failure to comply with pricing restrictions constitutes a material breach and may result in immediate suspension or termination of your Agency Plan.
(a) Yuko may change Agency Plan Fees upon sixty (60) days' written notice;
(b) Fee changes will take effect at the start of your next Subscription Term following the notice period;
(c) If you do not accept the fee changes, you may terminate your Agency Plan by providing written notice before the fee changes take effect;
(d) Continued use of the Agency Plan after fee changes take effect constitutes acceptance of the new Fees;
(e) Yuko may change Fees immediately and without advance notice if required to comply with changes imposed by third-party service providers, payment processors, or regulatory requirements.
(a) With respect to Agency Customer data and Agency Customer's end-user data, you are the Data Controller and Yuko is the Data Processor;
(b) You are solely responsible for determining the purposes and means of processing Agency Customer data;
(c) You are responsible for obtaining all necessary consents, permissions, and legal bases for processing;
(d) The Yuko Data Processing Agreement applies to all Agency Customer data processed through the platform.
You shall:
(a) Comply with all applicable data protection laws, including the Singapore Personal Data Protection Act (PDPA), the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and all other applicable privacy laws;
(b) Implement and maintain appropriate technical and organisational security measures to protect personal data;
(c) Respond to all data subject requests (access, deletion, correction, portability, etc.) from Agency Customers and their end-users within the timeframes required by applicable law;
(d) Notify Yuko within twenty-four (24) hours of discovering any actual or suspected data breach affecting Agency Customer data;
(e) Notify affected individuals and regulatory authorities of data breaches as required by applicable law;
(f) Ensure Agency Customers understand and consent to how their data is collected, used, and shared;
(g) Not transfer personal data to jurisdictions that do not provide adequate data protection without implementing appropriate safeguards.
(a) You acknowledge and consent that Agency Customer data will be processed by Yuko and its sub-processors to provide the platform and services;
(b) You represent and warrant that you have obtained all necessary consents for such data sharing;
(c) Yuko may use aggregated, anonymised, and de-identified data for platform improvement, analytics, benchmarking, and other legitimate business purposes.
(a) During Subscription: You are responsible for managing data retention periods for Agency Customer data in accordance with your privacy policies and applicable law;
(b) Post-Termination Retention Period: Upon termination or expiration of your Agency Plan, Yuko will retain Agency data (including all Sub-Account data) for thirty (30) days ("Retention Period");
(c) Data Export: During the Retention Period, you may request export of Agency Customer data in a standard format. Yuko may charge a reasonable fee for data export services;
(d) Deletion After Retention Period: After the Retention Period, Yuko will delete all Agency data and Sub-Account data from its systems, except as required by law or for legitimate backup and disaster recovery purposes;
(e) No Obligation to Migrate: Yuko has no obligation to migrate, transfer, or provide data to Agency Customers directly;
(f) Your Responsibility: You are solely responsible for: (i) exporting any data you need before termination; (ii) communicating with Agency Customers about data retention and deletion; and (iii) providing Agency Customers with their data upon request.
(a) Agency Customer data belongs to the respective Agency Customer, not to Agency or Yuko;
(b) You acknowledge that you hold Agency Customer data as a custodian and processor, not as owner;
(c) Upon termination, you shall cooperate with reasonable requests from Agency Customers regarding their data, subject to applicable law and your own agreements with Agency Customers.
Yuko retains all right, title, and interest in and to:
(a) The Yuko platform, software, technology, and all components thereof;
(b) All Yuko Brand Assets, including trademarks, logos, and branding;
(c) All documentation, materials, content, and training resources;
(d) All Intellectual Property Rights related to the foregoing;
(e) All modifications, improvements, derivative works, and enhancements to the platform, regardless of who suggests or requests them.
(a) No ownership rights or Intellectual Property Rights are transferred under these Agency Terms;
(b) You acquire no rights in the platform except the limited license expressly granted in Section 3.1;
(c) You shall not acquire, and hereby irrevocably assign to Yuko, any rights in the platform or Yuko Brand Assets that may arise by operation of law or otherwise;
(d) All goodwill arising from your use of Yuko Brand Assets shall inure solely to Yuko's benefit.
YOU MAY NOT USE YUKO BRAND ASSETS WITHOUT YUKO’S PRIOR EXPLICIT WRITTEN CONSENT OR APPROVAL VIA EMAIL.
(a) Prior Approval Required: Any use of Yuko Brand Assets in your marketing materials, website, advertisements, proposals, presentations, social media, or any other communications requires Yuko’s prior written approval, which may be provided via email from an authorised Yuko representative;
(b) Approval Process: To request approval, submit your proposed use of Yuko Brand Assets (including mockups or samples) to [email protected]. Yuko will review and respond within ten (10) Business Days. Approval may be granted, denied, or granted with conditions, at Yuko’s sole discretion. Failure to respond within ten (10) Business Days shall not be deemed approval;
(c) Limited Reference Exception: You may make factual, non-prominent, text-only references to "Yuko" solely to accurately describe that your service utilises the Yuko platform (e.g., "Powered by Yuko" or "Built on Yuko technology"), provided such references:
(i) Are truthful, accurate, and not misleading;
(ii) Do not use Yuko logos, icons, images, or graphical brand assets;
(iii) Do not suggest endorsement, partnership, affiliation, or sponsorship beyond the Agency relationship;
(iv) Comply with any brand guidelines provided by Yuko;
(v) Are in plain text format without special styling that mimics Yuko branding;
(d) Prohibited Uses: Without limiting the foregoing, you shall NOT:
(i) Use Yuko Brand Assets in any manner that suggests ownership, endorsement, sponsorship, or official partnership;
(ii) Incorporate Yuko Brand Assets into your own logo, brand, trade dress, or marketing identity;
(iii) Modify, distort, animate, alter colours, or change Yuko Brand Assets in any way;
(iv) Use Yuko Brand Assets in a manner that is misleading, defamatory, obscene, or disparaging;
(v) Use Yuko Brand Assets in connection with any content that violates Yuko Agreements or applicable laws;
(vi) Register or attempt to register any trademark, domain name, social media handle, or business name that includes or is confusingly similar to Yuko Brand Assets;
(vii) Use Yuko Brand Assets in any paid advertising without specific written approval;
(viii) Create any materials that could be confused with official Yuko materials;
(e) Revocation: Yuko may revoke any approval for use of Yuko Brand Assets at any time, for any reason, upon written notice. Upon revocation, you must immediately (within forty-eight (48) hours) cease all disapproved use and remove or destroy all materials containing the disapproved use;
(f) Brand Protection: You acknowledge that Yuko’s brand and reputation are valuable assets. You shall not engage in any conduct that damages, diminishes, or negatively affects Yuko’s brand reputation, including but not limited to:
(i) Associating Yuko with spam, fraud, scams, or disreputable practices;
(ii) Making false, exaggerated, or misleading claims about Yuko, the platform, or your relationship with Yuko;
(iii) Engaging in practices that reflect poorly on Yuko or the industry;
(iv) Pricing or marketing in ways that cheapen or damage Yuko's market positioning;
(v) Targeting customers in a manner that could harm Yuko's reputation;
(g) Remedies: Unauthorised use of Yuko Brand Assets constitutes a material breach of these Agency Terms and may result in immediate termination. Yuko reserves all rights and remedies at law and equity, including injunctive relief, and you agree that monetary damages may be inadequate for such breach.
If you provide any feedback, suggestions, ideas, or recommendations regarding the platform or Yuko’s services ("Feedback"), you hereby grant Yuko a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the platform or any other Yuko products or services without any obligation to you.
Each party (as "Receiving Party") agrees that it shall:
(a) Hold the other party’s (as "Disclosing Party") Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party except as expressly permitted herein;
(c) Use Confidential Information only for the purposes of performing its obligations or exercising its rights under these Agency Terms;
(d) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care;
(e) Limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was rightfully known to the Receiving Party prior to disclosure, as evidenced by written records;
(c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;
(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records.
The Receiving Party may disclose Confidential Information:
(a) To its professional advisors (lawyers, accountants) who are bound by professional confidentiality obligations;
(b) As required by law, regulation, or court order, provided that the Receiving Party: (i) gives the Disclosing Party prompt written notice (to the extent legally permitted); (ii) cooperates with the Disclosing Party's efforts to obtain protective treatment; and (iii) discloses only the minimum information legally required.
Upon termination of these Agency Terms or upon the Disclosing Party's written request, the Receiving Party shall promptly (within ten (10) Business Days):
(a) Return all tangible materials containing Confidential Information; and
(b) Destroy all electronic copies of Confidential Information and certify such destruction in writing.
The Receiving Party may retain copies of Confidential Information: (i) in routine backup systems, subject to continued confidentiality obligations; or (ii) as required by law or professional standards.
The obligations under this Section 12 shall survive termination of these Agency Terms for a period of five (5) years, except that obligations with respect to trade secrets shall survive indefinitely.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YUKO PROVIDES THE PLATFORM AND AGENCY PLAN ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
YUKO SPECIFICALLY DISCLAIMS:
(a) WARRANTIES OF MERCHANTABILITY, fitness for a particular purpose, title, and non-infringement;
(b) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, timely, error-free, secure, or free of viruses, malware, or harmful components;
(c) WARRANTIES REGARDING ACCURACY, completeness, reliability, or quality of any content, data, or results;
(d) WARRANTIES REGARDING SUITABILITYfor Agency’s or Agency Customers’ specific business needs, industry requirements, or regulatory compliance;
(e) WARRANTIES REGARDING CUSTOMISATION, modification, or adaptation of the platform;
(f) WARRANTIES REGARDING THIRD-PARTY INTEGRATIONS, services, or components;
(g) ANY WARRANTY OR REPRESENTATIONto Agency Customers or any third party;
(h) WARRANTIES REGARDING RESULTS, outcomes, revenue, or business success from using the platform;
(i) WARRANTIES REGARDING DATA SECURITYor the prevention of data breaches, except as expressly stated in the Data Processing Agreement.
YUKO MAKES NO COMMITMENT OR WARRANTY REGARDING:
(a) Development of any features, customisations, or modifications;
(b) Availability of specific features, functionality, or service levels;
(c) Compatibility with Agency Customer systems, software, or requirements;
(d) Achievement of any particular business outcomes, results, or return on investment;
(e) Continued availability of third-party integrations or services;
(f) Response times or resolution of support requests;
(g) The platform's compliance with any specific laws, regulations, or industry standards applicable to Agency or Agency Customers.
Agency acknowledges that it has independently evaluated the platform and determined that it meets Agency's requirements. Agency has not relied on any representations, warranties, or statements by Yuko or its personnel except as expressly set forth in these Agency Terms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YUKO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY:
(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(b) LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, OR ANTICIPATED SAVINGS;
(c) LOSS OF GOODWILL OR REPUTATION;
(d) LOSS OF DATA, DATA BREACHES, OR DATA CORRUPTION;
(e) BUSINESS INTERRUPTION, DOWNTIME, OR LOSS OF USE;
(f) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(g) DAMAGES ARISING FROM AGENCY CUSTOMER CONDUCT, ACTS, OR OMISSIONS;
(h) DAMAGES ARISING FROM DISPUTES WITH AGENCY CUSTOMERS;
(i) DAMAGES ARISING FROM THIRD-PARTY CLAIMS;
(j) DAMAGES ARISING FROM UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR DATA;
(k) DAMAGES ARISING FROM PLATFORM MODIFICATIONS, UPDATES, OR DISCONTINUATION;
(l) ANY OTHER DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF YUKO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YUKO’S TOTAL AGGREGATE LIABILITY UNDER THESE AGENCY TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF:
(a) THE FEES ACTUALLY PAID BY AGENCY TO YUKO IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR
(b) SGD 500 (FIVE HUNDRED SINGAPORE DOLLARS).
YUKO SHALL HAVE NO LIABILITY WHATSOEVER, UNDER ANY THEORY OF LIABILITY, FOR:
(a) Disputes, claims, or proceedings between Agency and Agency Customers;
(b) Agency Customer complaints, dissatisfaction, or negative reviews;
(c) Agency's failure to collect payments from Agency Customers;
(d) Agency Customer data breaches, security incidents, or privacy violations;
(e) Agency Customer violations of law, regulation, or Yuko Agreements;
(f) Any claims by Agency Customers against Agency or Yuko;
(g) Business losses, lost opportunities, or damages resulting from Agency Customer relationships;
(h) Any representations, warranties, or promises made by Agency to Agency Customers;
(i) Agency Customer reliance on Agency's advice, guidance, or services.
The limitations in this Section 14 shall not apply to:
(a) Liability that cannot be excluded or limited under applicable law;
(b) Agency's indemnification obligations under Section 15;
(c) Agency's breach of Section 11 (Intellectual Property) or Section 12 (Confidentiality);
(d) Agency's fraud, wilful misconduct, or gross negligence.
THE PARTIES ACKNOWLEDGE THAT:
(a) THE LIMITATIONS IN THIS SECTION REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES;
(b) THE FEES REFLECT THIS ALLOCATION OF RISK;
(c) YUKO WOULD NOT PROVIDE THE AGENCY PLAN AT THE FEES CHARGED WITHOUT THESE LIMITATIONS;
(d) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS YUKO AND ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "YUKO INDEMNITEES") FROM AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND INVESTIGATION COSTS) (COLLECTIVELY, "LOSSES") ARISING FROM OR RELATING TO:
(a) Your use of the Agency Plan or platform;
(b) Your breach of these Agency Terms or any Yuko Agreement;
(c) Your breach of any representation or warranty in these Agency Terms;
(d) Your violation of applicable laws, regulations, or industry standards;
(e) Your relationships, contracts, or dealings with Agency Customers;
(f) Agency Customer conduct, acts, omissions, or content;
(g) Agency Customer violations of Yuko Agreements or applicable laws;
(h) Disputes, claims, or proceedings between you and Agency Customers;
(i) Claims by Agency Customers against you or any Yuko Indemnitee;
(j) Data processing activities related to Agency Customers, including data breaches, privacy violations, and non-compliance with data protection laws;
(k) Your marketing, advertising, representations, or communications to Agency Customers or any third party;
(l) Your collection or failure to collect payments from Agency Customers;
(m) Your failure to maintain required insurance;
(n) Your infringement or misappropriation of any third-party Intellectual Property Rights;
(o) Your use or misuse of Yuko Brand Assets;
(p) Any taxes, duties, or government assessments related to your activities;
(q) Any third-party claims arising from your Agency Plan activities, Agency Customer activities, or your business operations.
(a) Notice: Yuko will provide prompt written notice of any claim for which indemnification is sought. Failure to provide prompt notice shall not relieve Agency of its indemnification obligations except to the extent Agency is materially prejudiced by such failure;
(b) Control: Agency will have sole control of the defence and settlement of any indemnified claim, provided that: (i) Agency shall not settle any claim in a manner that admits liability on behalf of any Yuko Indemnitee or imposes any obligation on any Yuko Indemnitee without Yuko’s prior written consent; and (ii) Yuko may participate in the defence at its own expense with counsel of its choice;
(c) Cooperation: Yuko will provide reasonable cooperation in the defence of any claim at Agency’s expense;
(d) No Settlement Without Consent: Agency shall not settle, compromise, or consent to any judgment in any claim without Yuko’s prior written consent if such settlement would: (i) impose any liability, obligation, or restriction on any Yuko Indemnitee; (ii) admit fault or wrongdoing by any Yuko Indemnitee; or (iii) not fully and unconditionally release all Yuko Indemnitees from all liability.
Agency represents, warrants, and covenants that:
(a) It will comply with all applicable anti-corruption and anti-bribery laws, including the Singapore Prevention of Corruption Act, the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and all other applicable anti-corruption laws;
(b) It has not, and will not, directly or indirectly, offer, pay, promise to pay, or authorise the payment of any money or anything of value to any government official, political party, or any other person for the purpose of: (i) influencing any act or decision; (ii) inducing any person to act in violation of their lawful duty; (iii) securing any improper advantage; or (iv) inducing any person to use their influence with a government to affect any act or decision;
(c) It has implemented and will maintain adequate procedures to prevent bribery and corruption.
Agency represents, warrants, and covenants that:
(a) Neither Agency nor any of its owners, directors, officers, or employees is a person or entity that is: (i) listed on any sanctions list maintained by the United States (including OFAC's Specially Designated Nationals List), the European Union, the United Nations, Singapore, or any other applicable jurisdiction; or (ii) located in, organised under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions);
(b) No Agency Customer is a sanctioned person or entity;
(c) Agency will not use the platform or Agency Plan in connection with any transaction involving a sanctioned person, entity, or country;
(d) Agency will immediately notify Yuko if Agency becomes aware that it or any Agency Customer becomes subject to sanctions.
Any breach of this Section 16 shall constitute a material breach entitling Yuko to immediately terminate these Agency Terms without notice and without liability.
(a) Initial Term: The initial Subscription Term is specified in your Order Form or is one (1) year from the Effective Date if not specified;
(b) Renewal: Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term, the subscription will automatically renew for successive periods equal to the initial Subscription Term (or one (1) year, whichever is shorter).
Agency may terminate the Agency Plan:
(a) By providing written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term;
(b) Subject to any minimum commitment periods specified in the Order Form;
(c) No mid-term termination for convenience is permitted unless expressly agreed in the Order Form.If Agency terminates mid-term without cause, Agency remains liable for all Fees through the end of the then-current Subscription Term.
Yuko may terminate the Agency Plan immediately upon written notice if:
(a) Agency breaches any material term of these Agency Terms and fails to cure such breach within ten (10) days of written notice (or immediately if the breach is incapable of cure);
(b) Agency fails to pay any Fees when due and fails to cure within seven (7) days of written notice;
(c) Agency breaches Section 11 (Intellectual Property), Section 12 (Confidentiality), or Section 16 (Anti-Corruption and Sanctions);
(d) Agency or any Agency Customer engages in illegal activity using the platform;
(e) Agency or any Agency Customer poses a security risk to the platform, Yuko, or other users;
(f) Agency consistently fails to resolve Agency Customer disputes or support inquiries;
(g) Agency Customer conduct violates Yuko Agreements and Agency fails to address it within the required timeframe;
(h) Agency becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or is subject to receivership or liquidation;
(i) Continued service would expose Yuko to material legal, regulatory, or reputational risk.
Yuko may terminate the Agency Plan without cause by providing sixty (60) days' written notice to Agency.
Yuko may terminate immediately without notice if:
(a) Required by law, court order, or regulatory authority;
(b) Agency or Agency Customers engage in fraud, illegal activity, or conduct that poses imminent harm;
(c) Agency's actions create material legal or regulatory exposure for Yuko;
(d) Agency breaches Section 16 (Anti-Corruption and Sanctions).
Upon termination or expiration of these Agency Terms:
(a) Access Termination: Your access and all Agency Customer Sub-Accounts will be immediately deactivated (or at the end of the notice period, as applicable);
(b) Cease Use: You shall immediately cease all use of the platform and stop providing platform access to Agency Customers;
(c) Payment: You shall promptly pay all outstanding Fees, including Fees for the remainder of any committed Subscription Term if terminated by Yuko for cause or by Agency without cause;
(d) Confidential Information: You shall return or destroy all Yuko Confidential Information in accordance with Section 12.4;
(e) Brand Assets: You shall immediately cease all use of Yuko Brand Assets and remove or destroy all materials containing Yuko Brand Assets;
(f) Data: Yuko will retain Agency data for the Retention Period as specified in Section 10.4, after which it will be deleted;
(g) No Liability: Yuko shall not be liable to you, Agency Customers, or any third party for any termination in accordance with these Agency Terms;
(h) Survival: Sections 2, 7, 10.4, 10.5, 11, 12, 13, 14, 15, 16, 17.6, 17.7, 18, and 19 shall survive termination.
UPON TERMINATION OR EXPIRATION, NO REFUNDS WILL BE PROVIDED FOR PRE-PAID FEES, UNUSED LICENSES, OR ANY OTHER AMOUNTS, REGARDLESS OF THE REASON FOR TERMINATION, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW.
(a) Upon termination, Agency Customers will lose access to the platform through your Agency Plan;
(b) Agency Customers may apply to subscribe directly to Yuko if they wish to continue using the platform; Yuko may accept or reject such applications at its sole discretion;
(c) Yuko has no obligation to facilitate any transition, data migration, or communication for Agency Customers;
(d) You are solely responsible for communicating termination to Agency Customers with reasonable advance notice;
(e) You shall not disparage Yuko or discourage Agency Customers from subscribing directly to Yuko.
Yuko will not transfer Sub-Accounts from your Agency Plan to another party (including directly to the Agency Customer) without your prior written approval.
Yuko may transfer Sub-Accounts without your approval if:
(a) Your Agency Plan has been terminated for cause due to your breach;
(b) Your Agency Plan has been cancelled for non-payment and not reactivated within thirty (30) days;
(c) The Agency Customer has made a written transfer request and has attempted to contact you through documented means for at least thirty (30) days without substantive response;
(d) Required by law, court order, or regulatory authority;
(e) You have become insolvent, filed for bankruptcy, or ceased business operations.
If a transfer is approved or permitted under Section 18.2:
(a) Yuko may, but is not obligated to, offer the Agency Customer a direct subscription;
(b) Any transfer is subject to the Agency Customer's acceptance of Yuko's then-current terms and pricing;
(c) Historical data may or may not be transferred at Yuko's discretion;
(d) Yuko shall have no liability to you for any approved or permitted transfer.
These Agency Terms are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
(a) Negotiation: The parties shall attempt to resolve any dispute arising out of or relating to these Agency Terms through good faith negotiation for a period of thirty (30) days from written notice of the dispute;
(b) Arbitration: If the dispute is not resolved through negotiation, it shall be finally resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Administered Arbitration Rules in force at the time of filing. The arbitration shall be conducted in Singapore, in the English language, by one (1) arbitrator appointed in accordance with the SIAC Rules. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction;
(c) Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information;
(d) Costs: Each party shall bear its own costs in any dispute resolution proceeding, except that the prevailing party shall be entitled to recover its reasonable legal fees and costs from the non-prevailing party.
YOU AGREE THAT ANY CLAIMS OR DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR CLASS-WIDE ARBITRATION.
ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE AGENCY TERMS MUST BE COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
The parties are independent contractors. Nothing in these Agency Terms creates an agency, partnership, joint venture, employment, or franchise relationship. Neither party has authority to bind the other or incur obligations on the other's behalf. Agency is not Yuko's agent, representative, or reseller.
(a) You may not assign, transfer, or delegate these Agency Terms or any rights or obligations hereunder without Yuko's prior written consent. Any attempted assignment without consent is void;
(b) Yuko may assign these Agency Terms to any affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets without your consent;
(c) These Agency Terms shall bind and inure to the benefit of the parties and their permitted successors and assigns.
(a) Yuko may amend these Agency Terms upon thirty (30) days' written notice to Agency via email to the email address on file or through a notification in the Agency account;
(b) Material changes will be highlighted in the notice;
(c) If you do not agree to the amendments, you may terminate your Agency Plan by providing written notice (via email to [email protected]) within the thirty (30) day notice period; such termination will be effective at the end of your then-current Subscription Term;
(d) Continued use of the Agency Plan after the amendments take effect constitutes acceptance of the amended terms;
(e) No other amendment or modification of these Agency Terms shall be effective unless agreed in writing (including via email) by authorised representatives of both parties.
If any provision of these Agency Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed. The remaining provisions shall continue in full force and effect.
(a) No waiver of any provision of these Agency Terms shall be effective unless in writing and signed by the waiving party;
(b) No failure or delay by either party in exercising any right shall constitute a waiver of that right;
(c) A waiver of any right on one occasion shall not be a waiver of that right on any other occasion.
These Agency Terms, together with all Yuko Agreements, the Order Form, and any exhibits or schedules hereto, constitute the entire agreement between the parties regarding the Agency Plan and supersede all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. In the event of conflict, the order of precedence shall be: (1) Order Form; (2) these Agency Terms; (3) Main Terms; (4) other Yuko Agreements.
(a) Notices to Yuko: All notices to Yuko must be in writing via email to [email protected]. Physical mail may also be sent to: SV Tech Cloud Pte Ltd, 160 Robinson Road, Singapore, Attention: Legal Department. Email notices are effective upon sending (as evidenced by the sender’s email system). Physical mail notices are effective upon confirmed receipt;
(b) Notices to Agency: Notices to Agency will be sent via email to the email address on file for your Agency account. Notices are effective upon sending (as evidenced by Yuko’s email system), regardless of whether the email is opened or read;
(c) Email Address Maintenance: You are solely responsible for ensuring your email address on file is current, accurate, monitored regularly, and capable of receiving emails from Yuko. You must update your email address within five (5) Business Days of any change by updating your Agency account or notifying Yuko in writing;
(d) Deemed Receipt: Emails shall be deemed received: (i) on the day sent if sent before 5:00 PM Singapore time on a Business Day; or (ii) on the next Business Day if sent after 5:00 PM Singapore time or on a non-Business Day;
(e) Failure to Receive: Yuko shall not be responsible for any consequences arising from your failure to receive notices due to: (i) an incorrect, outdated, or unmonitored email address; (ii) your email provider’s spam filters or blocking; (iii) technical issues on your end; or (iv) any other reason not caused by Yuko.
(a) The parties agree that these Agency Terms and any related documents may be executed via email or electronic signature, and such signatures shall have the same legal effect as original handwritten signatures;
(b) Email records are the only valid electronic recordsfor communications under these Agency Terms. Email records are admissible in any legal, arbitration, or administrative proceeding to the same extent as paper records. For the avoidance of doubt, communications via instant messaging platforms (including but not limited to WhatsApp, Telegram, WeChat, Slack, SMS, or similar messaging applications) do not constitute valid written communications and are not admissible as evidence of any agreement, notice, consent, or approval under these Agency Terms, unless such communications are subsequently confirmed via email;
(c) Agency consents to receive all notices, disclosures, agreements, and communications via email to the email address on file;
(d) An email from an authorised representative of either party shall constitute valid written communication for all purposes under these Agency Terms, including but not limited to: (i) approval of Yuko Brand Asset usage; (ii) notices of breach or termination; (iii) amendments or modifications agreed by both parties; (iv) compliance certifications; and (v) any other matter requiring written consent or approval;
(e) Agency is responsible for ensuring that the email address on file is current, monitored, and capable of receiving communications from Yuko. Failure to receive communications due to an outdated or unmonitored email address shall not affect the validity of such communications;
(f) Valid Email Domains: Communications from Yuko will be sent from email addresses ending in @yuko.so. Agency should verify that communications purporting to be from Yuko originate from this domain.
(a) Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, epidemics, pandemics, labor disputes, power failures, internet or telecommunications failures, or failures of third-party service providers ("Force Majeure Event");
(b) The affected party shall give prompt written notice of the Force Majeure Event and use reasonable efforts to mitigate its effects;
(c) If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Agency Terms upon written notice without liability.
Agency acknowledges that a breach of Sections 3.4, 3.5, 11, 12, or 16 may cause irreparable harm to Yuko for which monetary damages would be inadequate. Accordingly, Yuko shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the necessity of proving actual damages or posting a bond or other security, in addition to any other remedies available at law or equity.
(a) Yuko may include Agency's name and logo in customer lists and marketing materials, unless Agency opts out in writing;
(b) Agency shall not issue any press release, public statement, or marketing communication regarding its relationship with Yuko without Yuko's prior written approval;
(c) Case studies, testimonials, or references involving Agency require mutual written agreement.
(a) Yuko may, upon reasonable notice (not less than ten (10) Business Days, except in cases of suspected breach), audit Agency's compliance with these Agency Terms, including: (i) pricing charged to Agency Customers; (ii) use of Yuko Brand Assets; (iii) Agency Customer acceptance of Yuko Agreements; and (iv) License Allocation compliance;
(b) Audits shall be conducted during normal business hours and shall not unreasonably interfere with Agency's operations;
(c) Agency shall cooperate fully with any audit and provide requested documentation within ten (10) Business Days;
(d) If an audit reveals material non-compliance, Agency shall promptly cure such non-compliance and reimburse Yuko's reasonable audit costs;
(e) Audit rights survive termination for a period of two (2) years.
Agency shall comply with all applicable export control laws and regulations, including those of Singapore, the United States, and any other applicable jurisdiction. Agency shall not export, re-export, or transfer the platform or any related technology to any prohibited destination, person, or entity.
Except for Yuko Indemnitees under Section 15, these Agency Terms do not create any third-party beneficiary rights. Agency Customers are not third-party beneficiaries of these Agency Terms.
If these Agency Terms are executed as a separate agreement, they may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
These Agency Terms are in the English language. If translated into any other language, the English version shall prevail in case of conflict.
By subscribing to the Agency Plan, you acknowledge and agree that:
☐ You have read, understood, and agree to be bound by these Agency Terms and all Yuko Agreements;
☐ The Agency Plan is NOT a white-label solution and Yuko branding will be displayed on the platform;
☐ The platform is provided "as-is" without customisation, custom development, or custom features;
☐ You are solely and fully responsible for all Agency Customer matters, including support, billing, training, and disputes;
☐ Yuko has NO liability whatsoever for Agency Customer matters;
☐ All Agency Customers must accept and comply with all applicable Yuko Agreements;
☐ You are fully liable for all acts and omissions of your Agency Customers;
☐ Agency Customers will not see billing or pricing information in their Sub-Accounts;
☐ Yuko may terminate your Agency Plan for breach, non-payment, or failure to manage Agency Customers;
☐ You may NOT use Yuko Brand Assets without prior explicit written consent or email approval from Yuko;
☐ You may NOT charge Agency Customers more than Yuko’s Growth Plan list price;
☐ You must not engage in pricing, marketing, or conduct that damages Yuko’s brand reputation;
☐ You must maintain the required insurance coverage throughout the Subscription Term;
☐ You will comply with all applicable laws, including anti-corruption and sanctions laws;
☐ You have the authority to enter into these Agency Terms and bind your organisation;
☐ You consent to receive all notices and communications via email.
SV Tech Cloud Pte Ltd
All Inquiries and Communications: [email protected]
Address: 160 Robinson Road, Singapore
Website: https://yuko.so
Version 2.0 – Last Updated: September 1, 2025
