Terms of Service

Capitalized terms used in these Terms have the meanings set out below or as otherwise defined inline.

• "Customer", "you", or "your" means the individual or legal entity that has accepted these Terms or signed an order form.
• "Customer Data" means any data, content, files, contact records, messaging templates, or other information you or your Authorized Users submit to the Service.
• "Authorized Users" means employees, contractors, or agents you authorize to access the Service under your account.
• "Documentation" means the user guides, in-product help, and API reference Yapii publishes for the Service.
• "Order Form" means an ordering document that references these Terms and specifies the plan, term, and fees.
• "DPA" means the Data Processing Addendum, incorporated into these Terms by reference.
• "AUP" means the Acceptable Use Policy, incorporated into these Terms by reference.

By accessing or using the Service, you agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" then refers to that entity and its Authorized Users.

If you do not agree to these Terms, do not access or use the Service. We may decline to provide the Service to anyone, for any lawful reason, at our discretion.

These Terms apply to all Service tiers, including free trials and beta programs, except where a specific provision (such as Section 4 on Subscriptions and Billing or Section 5 on Free Trial and Beta Features) is expressly limited.

Yapii is a customer-data intelligence platform for real estate professionals. The Service includes contact management, predictive seller modeling, daily call lists, action plans, monthly intelligence reports, multi-channel messaging infrastructure, and integrations with third-party tools (collectively, the "Service").

We continuously iterate on the Service. New features may be added, existing features may be improved, and rarely-used or deprecated features may be sunset. We will provide reasonable advance notice of any material reduction in functionality you currently rely on, as described in Section 13.

Some features depend on third-party services we do not control (for example, telecom carriers, MLS feeds, or large language model providers). We will use commercially reasonable efforts to keep these integrations functional, but we are not liable for outages or changes upstream.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly at security@yapii.com if you suspect unauthorized use.

You may not share login credentials between individuals. Each Authorized User must have their own seat. We strongly recommend enabling two-factor authentication in Settings → Security and using single sign-on (SSO) where available on your plan.

You are responsible for the acts and omissions of your Authorized Users as if they were your own, including ensuring they comply with these Terms, the DPA, and the AUP.

We may offer free trials of paid tiers. Unless otherwise stated, free trials run for 14 days from account creation and convert to a paid subscription at the end of the trial unless you downgrade or cancel before then. We will email you before any conversion charge.

From time to time we may offer features designated as "beta", "preview", "alpha", or "early access" ("Beta Features"). Beta Features are provided for evaluation purposes, may be changed or discontinued at any time, and are excluded from the warranties, service-level commitments, and indemnities in these Terms.

By using a Beta Feature you acknowledge it may be incomplete, may produce unexpected results, and should not be relied on for production-critical workflows without your own validation.

Paid plans are billed in advance, monthly or annually, in the currency stated at checkout or on your Order Form. Your subscription renews automatically at the end of each term at the then-current list price unless cancelled before the renewal date.

Renewal notice

For annual subscriptions, we will email a renewal reminder at least 30 days before the renewal date so you have time to adjust seats or cancel. Monthly subscriptions renew without an additional reminder.

Upgrades, downgrades, and refunds

You can upgrade your plan or add seats at any time; charges are pro-rated and billed immediately. Downgrades and seat reductions take effect at the end of the current billing period; we issue a pro-rated credit (applied to future invoices) for the unused portion of the current term where required by law or where you downgrade due to a material reduction in functionality. Otherwise, fees already paid are non-refundable.

Taxes and late payment

Fees are exclusive of taxes, which are your responsibility unless we are legally required to collect them. Invoices not paid within 15 days of the due date may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Service until balances are paid.

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated by reference. The AUP prohibits, among other things, sending unsolicited communications, uploading purchased or scraped lists, and using the Service for fraud, harassment, or any unlawful purpose.

You are required to honor opt-outs across every channel. Yapii maintains a unified suppression list - see Suppression in the AUP - and we may immediately suspend any account that demonstrably bypasses or undermines suppression.

Material or repeated violations of the AUP are a breach of these Terms and grounds for suspension or termination under Section 16.

You are solely responsible for the accuracy, quality, legality, and provenance of Customer Data, including ensuring that you have all necessary rights and lawful bases to upload, process, and message the contacts in your workspace.

• Obtain and document the consents required for the channels you use (email, SMS, voice). See the Consent Standards by Channel section of the AUP.
• Keep an accurate record of where each contact came from and when, in case of an opt-in challenge.
• Configure SPF, DKIM, and DMARC for any custom sending domain, as described in Sending Reputation.
• Promptly remove or correct Customer Data when a data subject exercises their rights under the Privacy Policy.

You will not use the Service to circumvent any technical measures we put in place (for example, rate limits, abuse heuristics, or suppression enforcement).

As between the parties, you retain all right, title, and interest in and to Customer Data. You grant Yapii a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as necessary to provide the Service to you, to maintain its security, to support you, and to comply with law.

We do not sell Customer Data, and we do not use Customer Data to train foundation models for other customers. Aggregate and de-identified data - data from which you and your contacts cannot reasonably be re-identified - may be used to operate, secure, and improve the Service.

You may export your Customer Data at any time from Settings → Data Export. After termination, we make a final export available for 30 days, after which Customer Data is deleted from production systems within 30 days and from backups within 90 days, as detailed in the DPA.

The Service supports optional integrations with third-party products (e.g. Twilio, Mailgun, Stripe, MLS feeds, calendar and email providers, large language model APIs). When you enable an integration, you authorize Yapii to exchange data with that provider as needed to deliver the integrated functionality.

Third-party products are governed by their own terms and privacy notices. Yapii is not responsible for the acts or omissions of third-party providers and does not warrant their availability, accuracy, or continued support. If a provider deprecates an API or removes a capability, the corresponding feature in Yapii may change or be discontinued.

Where a third-party integration involves the disclosure of Personal Data, the provider will be listed as a Sub-processor under the DPA.

Yapii targets 99.95% monthly uptime for the production Service, excluding scheduled maintenance announced in advance, force majeure events, and disruptions caused by Customer Data, third-party integrations, or your own infrastructure. Customers on Enterprise plans receive a separate Service Level Agreement (SLA) with service credits.

Standard support is available via in-app chat and email at support@yapii.com during business hours (Mon-Fri, 9am-6pm Eastern). Priority and 24/7 support tiers are available on higher plans. Security issues should be reported to security@yapii.com regardless of plan.

Yapii retains all right, title, and interest in and to the Service, including all software, models, algorithms, user interfaces, documentation, trademarks, and know-how, and all intellectual property rights therein. Nothing in these Terms transfers ownership of the Service or any part of it to you.

If you provide feedback, suggestions, or feature requests, you grant Yapii a perpetual, irrevocable, royalty-free license to use that feedback to improve the Service. Feedback is not considered Customer Data and is not subject to confidentiality obligations.

Yapii names, logos, and product marks are trademarks of Yapii LLC. You may not use them without our prior written consent, except in factual references such as compatibility statements or case studies you have authorized.

We may modify, add to, or remove features of the Service at any time. For material reductions in functionality you currently rely on, we will use commercially reasonable efforts to give at least 30 days' advance notice via in-product banner or email.

We may suspend access without prior notice if continued operation would expose you, other customers, the Service, or third parties to security, legal, or operational risk. We will restore access as soon as reasonably possible after the cause is resolved.

We may revise these Terms from time to time. If a revision is material, we will provide at least 30 days' advance notice by email and by an in-product banner before the change takes effect. Non-material clarifications take effect when posted.

Your continued use of the Service after the effective date of a revision constitutes acceptance of the revised Terms. If you do not agree, your sole remedy is to cancel before the effective date and stop using the Service.

Each party may share non-public information with the other ("Confidential Information") in connection with the Service. The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it except to personnel who have a need to know and are bound by comparable confidentiality obligations.

Confidential Information does not include information that is or becomes publicly available without breach, was already known without restriction, was independently developed, or is rightfully received from a third party without restriction. The receiving party may disclose Confidential Information to the extent required by law, provided it gives reasonable advance notice (where lawful) so the disclosing party can seek a protective order.

You may cancel your subscription at any time from Settings → Billing. Cancellation stops auto-renewal; access continues through the end of the paid period. We may terminate or suspend the Service for material breach of these Terms (including the AUP) if the breach is not cured within 15 days after written notice, or immediately for breaches that cannot reasonably be cured (such as unlawful use, infringement, or security threats).

What happens to your data after termination

Upon termination for any reason, we make a final Customer Data export available to you for 30 days. After that window, Customer Data is deleted from production systems within 30 days, and from encrypted backups within 90 days, in line with the DPA. Sections that by their nature should survive (including Definitions, Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law) survive termination.

Yapii will defend you against any third-party claim alleging the Service, when used as authorized by these Terms, infringes that third party's intellectual property rights, and will pay damages and reasonable attorneys' fees finally awarded against you (or agreed in settlement). If the Service is enjoined or, in our opinion, likely to be, we may at our option modify the Service to be non-infringing, obtain a license, or terminate the affected portion and refund any prepaid, unused fees.

You will defend Yapii against any third-party claim arising from (a) Customer Data, (b) your or your Authorized Users' use of the Service in violation of these Terms or the AUP, or (c) your alleged failure to obtain the consents required for your messaging activity, or (d) your alleged violation of any telemarketing, messaging, call-recording, or email law or regulation, including without limitation the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing registration and Do-Not-Call requirements, and state call-recording laws, and will pay damages and reasonable attorneys' fees finally awarded.

Each party's indemnification obligations are conditioned on the indemnified party giving prompt written notice, granting sole control of the defense (subject to the indemnified party's right to participate with its own counsel), and providing reasonable cooperation.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, YAPII DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YAPII DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT PREDICTIVE SCORES OR AI-GENERATED OUTPUTS WILL BE ACCURATE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU TO YAPII IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits apply to all causes of action in the aggregate, whether in contract, tort, strict liability, or otherwise. They do not apply to your payment obligations, your indemnification obligations, breaches of confidentiality, or liability that cannot be limited under applicable law.

The Service is provided from the United States and is subject to U.S. export control and sanctions laws, including the Export Administration Regulations (EAR) and U.S. Treasury Department Office of Foreign Assets Control (OFAC) sanctions programs. You represent that you, your Authorized Users, and your contacts are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that none of you appears on any U.S. government list of restricted parties.

You will not use the Service to transmit data to any restricted destination or restricted party, and you will comply with all applicable export, re-export, and sanctions laws.

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Arbitration

Any dispute arising out of or relating to these Terms or the Service that is not resolved through good-faith negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be conducted in Seattle, Washington, in English, by one arbitrator, and the award may be entered in any court of competent jurisdiction.

Carve-out for injunctive relief

Notwithstanding the arbitration commitment, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to enforce its rights in respect of unauthorized use of the Service. Pursuit of equitable relief is not a waiver of the agreement to arbitrate.

Class action waiver

Disputes will be resolved on an individual basis. Neither party will participate in a class, collective, or representative action, except where prohibited by law.

Notices to Yapii under these Terms must be sent to legal@yapii.com with a copy to Yapii LLC, 1883 W Royal Hunte Dr, Ste 200A, Cedar City, UT 84720. Notices to you may be sent to the email on file for your account or by in-product notification.

Notices are deemed given when delivered to the email or in-product notification on file. You are responsible for keeping your account email current.

These Terms, together with the Privacy Policy, the DPA, the AUP, the Cookie Policy, and any Order Form referencing these Terms, constitute the entire agreement between you and Yapii regarding the Service, and supersede all prior or contemporaneous agreements on the subject.

If any provision of these Terms is held unenforceable, that provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A waiver of any breach is not a waiver of any subsequent breach. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets, in which case notice will be given to the other party.