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TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

   1. Services. Company will make available to Customer a software product, platform, web tool, or portal, including supporting documentation, the use of, and/or access to which enables Company to deliver, or facilitate delivery of, all or part of the Services (the “Platform” or “SaaS”). Company exclusively owns all right, title and interest in and to the Services and the Platform. 

2. SaaS License. During the Term, and as set forth in the Order Form, Company will provide or otherwise make available to Customer, the SaaS for access and use by Customer under this Agreement, including all related documentation. Company grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free, fully paid (subject to the subscription fees set forth in the Order Form and outlined herein) revocable license during the Term, to (i) access and use the Platform and any relevant third party content embedded in the Platform solely in connection with the use of the Platform; (ii) input, upload and download Customer Data and any data derived from Customer Data available through the Platform without restriction. This license is restricted to a single user login. 

3. Customer Support. Subject to the terms hereof, Company will provide Customer with reasonable technical support services related to the Platform. Customer may request such support services by contacting Company at [email protected].
   
   
   

2. RESTRICTIONS AND RESPONSIBILITIES

   1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services or Platform; modify, translate, or create derivative works based on the Services or Platform (except to the extent expressly permitted by Company or authorized within the Services); use the Services or the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party or remove any proprietary notices or labels.  

2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s Terms and Conditions of Use, Privacy Policy, and all applicable federal, state and local laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services or Platform.  Although Company has no obligation to monitor Customer’s use of the Services or Platform, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3. Brokers and Agents. Any person who identifies themselves as a broker or a real estate agent through the Platform hereby represents and warrants that such person is validly licensed as identified in the Order Form and on the Platform and is in compliance with all applicable broker requirements in all jurisdictions in which such person is require to be licensed. Company may, in its sole discretion, but shall have no obligation to, (i) verify the licensure of such person as a broker or agent, (ii) verify the existence of applicable representation agreements, and (iii) remove from the Platform any person whom Company believes is not a licensed broker or agent in any applicable jurisdiction.
   
   
   

3. CONFIDENTIALITY; PROPRIETARY RIGHTS 

   1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes, without limitation, non-public information regarding features, functionality, and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party.

2. If the Receiving Party is required by law to disclose any Proprietary Information belonging to the Disclosing Party, the Receiving Party must provide prompt notice to the Disclosing Party of such a request so that the Disclosing Party may determine whether or not to seek an appropriate protective order or waive compliance with provisions of this Agreement. If the Disclosing Party determines to seek a protective order, the Receiving Party agrees to cooperate with the Disclosing Party to seek such protective order. Nothing herein shall prohibit a party’s compliance with legal process or judicial order, provided that, in accordance with the applicable law, such parties gives the Disclosing Party prompt written notice prior to the required disclosure so that the Disclosing Party may seek an appropriate protective order or other relief. If such protective order or other protection is denied and the Receiving Party is nonetheless compelled to disclose such information, it will furnish only that portion of the information that its counsel advises is being required and will exercise commercially reasonable efforts to preserve the confidentiality of the remainder of the Proprietary Information. 

3. Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain all right title, and interest in and to (i) the Services and Platform, all improvements, enhancements or modifications thereto, (ii) any software applications, inventions, or other technology developed in connection with implementation of the Services or support, including without limitation, the Platform, and (iii) all intellectual property rights related to any of the foregoing, including, without limitation all trademarks, copyrights, patents, and trade secrets. 

4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other developments, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business.
   
   
   

4. PAYMENT OF FEES

   1. Subscription Fee. Customer agrees to pay the subscription fees and any applicable taxes for access to and use of the Services (the “Fees”). Fees, billing frequency (e.g., monthly or annual), and any plan or add-on details will be presented to Customer at the time of purchase via Company’s Stripe Checkout page and/or in the applicable Order Form (collectively, the “Subscription”). Customer authorizes Company (through Stripe) to charge Customer’s selected payment method for all Fees in accordance with the Subscription. Inquiries should be directed to [email protected]. 

Kickstart – up to 100 Leads

$39.00 per month

Build – up to 350 Warm Leads or 3 Hot Leads

$79.00 per month

Pro – up to 1000 Warm Leads or 12 Hot Leads

$249.00 per month

Elite – unlimited Warm Leads or 30 Hot Leads

$499.00 per month

Scale - CRM 

$97.00 per month

1. Definitions 

   1. Hot Leads: A Buyer or Renter or Seller who submits direct contact information or shows high-intent behavior including: scheduling a tour, sending a message, or submitting a contact request.

   2. Warm Leads: A Buyer or Renter or Seller who creates an account (email only) or completes any soft engagement that identifies them for the subscriber within the YHP Platform. 

2. Auto-Renewal. Unless the Subscription is canceled in accordance with this Agreement, the Subscription will automatically renew at the end of each billing period. Customer authorizes Company (through Stripe) to charge the payment method on file at the start of each renewal term (or as otherwise reflected in Stripe Checkout).

3. Changes to Plans; Proration. If Customer upgrades, downgrades, or adds features or users, Company may adjust Fees accordingly as reflected in Stripe Checkout and/or the Order Form. Any proration, credits, or timing of such adjustments will be handled through Stripe in accordance with Stripe’s subscription billing rules and Company’s then-current practices.

4. Taxes. Fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities. Customer is responsible for payment of all such taxes, excluding taxes based solely on Company’s income.

5. Company’s Remedies for Unpaid Fees. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Further, Company may immediately terminate this Agreement, or suspend the Services including access to the SaaS, at its sole discretion, in the event outstanding balances remain due after the required due date. Customer shall be responsible for all taxes associated with their use of the Service.

6. Refunds. Except as expressly set forth in this Agreement or required by law, all Fees are non-refundable and non-cancelable. Cancellation stops future renewal charges, but does not entitle Customer to a refund of amounts already paid for the current billing period.

7. Price Changes. Company may change its Fees or introduce new charges upon at least sixty (60) days’ prior notice to Customer (which may be provided by email and/or via the Platform). Any updated pricing will apply beginning with the next renewal term following the notice period, unless otherwise required by law.

8. Cancellation. Customer may cancel the Subscription at any time through the Customer’s account settings within the Platform or via Stripe’s customer billing portal. Cancellation will take effect at the end of the then-current billing period. Customer will retain access to the Services through the end of the paid billing period. No refunds or credits will be issued for partial billing periods, unused time, or unused features, except as required by law.

5. TERM AND TERMINATION

   1. Term. This Agreement will commence on the Effective Date and remain in effect on a month-to-month basis, unless otherwise terminated as provided below (“Term”). This Agreement will continue to govern the Order Forms entered into during the Term. Either Party may elect to terminate this Agreement or any Order Form at will by providing written notice to the other.  Customer shall pay Company all amounts due within five (5) days of the termination effective date.  

2. Termination. In addition to any other remedies it may have, Company may terminate this Agreement immediately if the other party materially breaches any of the terms or conditions of this Agreement.  The Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.   All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
   
   
   

6. WARRANTY AND DISCLAIMER

The Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE AND WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 

7. INDEMNITY

   1. Company’s Indemnity. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent, or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement.  If due to a claim of infringement, the Services are held by a court of competent jurisdiction to be, or are believed by Company to be, infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.

2. Customer’s Indemnity. Customer shall defend, hold harmless and indemnify the Company and its subsidiaries, affiliates, and agents, and their respective officers, directors, shareholders, and employees from and against any and all third party claims and related loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred by or demanded of Company arising out of, resulting from or occurring in connection with negligent acts or omissions, willful misconduct of Customer or its personnel, inaccuracies or infringement claims related to Customer Data, or Customer’s breach of the terms of this Agreement or any applicable federal, state, or local law or regulation. 

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNATIVE DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; (D) PERSONAL INURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO OR USE OF THE SERVICES, (E) ANY AUNAUTHORIED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (F) ANY BUG, VIRUS, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY (G) ANY INACCURANCES IN THE CUSTOMER DATA OR (H) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE. 

9. MISCELLANEOUS

   1. Export. Customer agrees not to export from anywhere any part of the Services provided under this Agreement, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

2. Enforceability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  

3. Assignment. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent.  The Company may transfer and assign any of its rights and obligations under this Agreement without consent.  

4. Entire Agreement. This Agreement, along with the Terms of Service and Privacy Policy is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.

5. Waivers and Modifications. All waivers and modifications of this Agreement or Order Form must be in a writing signed by both parties, except as otherwise provided herein.  

6. Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. 

7. Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  

8. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

9. Governing Law. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions and any dispute arising under or in connection herewith shall be presented in and determined by the courts located in the State of Florida.  

10. Headings. Headings are for reference only.