The binding agreement between you and Hey Rafi AI, Inc. governing access to and use of the HeyRafi Subscription Service.
Please read these Terms of Service (this "Agreement") carefully because they are a binding agreement between you and any Affiliated Organization (as defined below) (collectively, "User"), on the one hand, and Hey Rafi AI, Inc., a Delaware corporation ("Hey Rafi"), on the other hand, and apply to User's use of Hey Rafi's Subscription Service (as defined below), hosted on the domain https://heyrafi.com/ and its sub-domains (the "Website"), and such other software applications that Hey Rafi makes available through the Website or otherwise, and any related services, applications, and APIs. The Subscription Service, together with any such related services, applications, APIs, and any other products or services made available by Hey Rafi on the Website or otherwise, shall be deemed a part of the "Subscription Service".
By accessing, creating an account on the Website (including, without limitation, by checking any box in the Onboarding Packet, and receiving other material or correspondence delivered to you by Hey Rafi regarding the Subscription Service (collectively, the "Onboarding Packet")), by authenticating your email for, downloading software related to, uploading information to, and/or otherwise using, the Subscription Service, you agree (1) to be bound by this Agreement, (2) User has read and understands this Agreement and the Privacy Policy, and (3) you are at least 18 years of age (or the legal age of majority where you reside if that jurisdiction has an older age of majority). If User does not wish to accept this Agreement, please do not access or use the Subscription Service.
During account creation on the Website, User shall provide certain information, which shall, subject to Hey Rafi's prior written approval, be incorporated into and made part of this Agreement, including, without limitation: (a) the full legal name of User (including, if applicable, the name of any Affiliated Organization); (b) the email address of User and any Affiliated Organization; (c) the postal address of User and any Affiliated Organization; (d) phone number(s) of User and any Affiliated Organization; and (e) such other information as may be requested by Hey Rafi ("Account Information"). Each of User (together with any Affiliated Organization) and Hey Rafi may be referred to herein as a "Party" and, together, the "Parties".
If you are entering into this Agreement on behalf of a company, organization or other legal entity that accessed the Subscription Service, created an account, was registered by another user, or otherwise uses the Subscription Service (together with its employees, each, an "Affiliated Organization"), you represent that you have the authority to bind such Affiliated Organization(s) and its Affiliates, in which case the term "User" shall also refer to such Affiliated Organization(s) and its Affiliates who access the Subscription Service. You and any Affiliated Organization jointly and severally assume all responsibility and liability under this Agreement in connection with use of the Subscription Service.
The effective date of this Agreement shall be the date when User first creates an account on the Website and accesses the Subscription Services (the "Effective Date").
Hey Rafi may change, modify, add or remove portions of this Agreement (each, an "Update") at any time and in Hey Rafi's sole discretion without prior notice, and such Updates will be effective immediately. Hey Rafi will change the "Last Updated" date above. Continued use of the Subscription Service confirms acceptance of the updated Agreement. If User does not agree to the updated Agreement, User must discontinue using the Subscription Service.
Our Subscription Service and Website may contain links to and/or APIs from other websites. The fact that we link to a website is not an endorsement or representation of our affiliation with that third party. We do not control third party websites and encourage you to read the privacy policies and terms of use for the other websites you visit.
User may choose to use features that involve integrations with Third Party Platforms. "Third Party Platform" means any platform, add-on, service or product provided by any third party that User elects to integrate with the Subscription Service, including User's own systems, software, or infrastructure ("User System"). Use of Third Party Platforms is subject to User's agreement with the Third Party Platform provider. User grants Hey Rafi the rights to access, test, and periodically audit any User System and its connection to the Subscription Service. Hey Rafi has no responsibility for Third Party Platforms.
Hey Rafi makes certain proprietary software, platform services and related documentation available on a software-as-a-service subscription basis for use in a proprietary artificial intelligence-based solution that (i) automates portions of the offering process and sales campaign of Users in their capacity as potential buyers of real estate, with respect to on-market, for-sale-by-owner, expired real estate listings, and off-market properties, including AI Model generated emails, phone calls, and/or text messages to potential inbound sales leads ("Sales Leads"); (ii) provides an AI-driven appointment-setting service that reactivates legacy, cold, or otherwise designated Sales Leads records; (iii) assists in the identification and analysis of potential Sales Leads; and (iv) provides other related services. User wishes to obtain a subscription to use this solution, and Hey Rafi grants User a limited subscription subject to this Agreement.
Capitalized terms used herein without definition shall have the meanings set forth in the Agreement. Key defined terms include:
Subject to this Agreement and timely payment of all Fees, Hey Rafi will make the Subscription Service available during the Term solely for User's internal business purposes. All rights not expressly provided are reserved to Hey Rafi.
Hey Rafi may modify or delete any features of the Subscription Service in any manner that it determines in its sole discretion, including as may be necessary to meet legal, regulatory, or industry-standard requirements.
The Subscription Service is for User's internal business purposes only and is limited to access, display, and use by User and its employees. No clients or third parties who are not legal employees may use the Subscription Service. User is responsible for all activities under its accounts and will: (a) take responsibility for the accuracy, quality, integrity, legality, and reliability of all use of the Subscription Service; (b) use commercially reasonable efforts to prevent unauthorized access; (c) comply with all applicable laws; and (d) prevent and be responsible for any breach of this Agreement.
Hey Rafi may access and monitor use of the Subscription Service to (a) operate and monitor the Service; (b) protect itself or others; (c) maintain accounting records; (d) verify Affiliated Organizations; (e) retrieve Usage Data and error reports; and (f) perform other business activities at its discretion.
Hey Rafi may temporarily suspend access to the Subscription Service, without liability, if it believes in its sole discretion that tortious, criminal, or otherwise illegal activity may be associated with use, or that use may breach this Agreement, pending investigation and resolution.
User is solely responsible for (i) implementing and maintaining appropriate administrative, physical and technical safeguards; (ii) obtaining the systems, equipment and technologies required to access the Subscription Service; and (iii) obtaining and maintaining all applicable federal, state and local licenses.
User is solely responsible for managing Log-In Credentials, verifying identities of Affiliated Organizations, ensuring access complies with this Agreement and Documentation, and maintaining Log-In Credentials in strict confidence (no sharing). Log-In Credentials are not transferable. User is liable for all activities conducted through Log-In Credentials and must promptly notify Hey Rafi of any unauthorized use. Either party may terminate Log-In Credentials when User ceases work on behalf of an Affiliated Organization, on breach of this Agreement, or if Hey Rafi determines in its sole discretion that access adversely affects Hey Rafi or the Service.
User shall not edit, alter, abridge or change any content of the Subscription Service, including copyright and proprietary notices. User may not, and may not permit others to: (i) reverse engineer, decompile, decrypt, disassemble, or derive source code from the Software or Service; (ii) modify or create derivative works; (iii) copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Software or Service; (iv) sublicense, rent, lease, loan or grant third-party access; (v) harvest information about other subscribers; (vi) transmit unlawful, libelous, infringing, defamatory, threatening, vulgar, obscene, or harmful material; (vii) transmit viruses or harmful code; (viii) interfere with the Service's integrity or performance; (ix) attempt unauthorized access; (x) harass other users; (xi) use robots, spiders or scraping methods; (xii) develop products based on any component of the Service; (xiii) compromise security or integrity of any input or output; or (xiv) use the Service for any purpose outside this Agreement.
Use of third-party payment processors such as Stripe ("Third Party Payment Apps") is subject to those providers' terms and policies. Hey Rafi disclaims responsibility for damages or losses arising from such Third Party Payment Apps. Use is at User's own risk.
As between Hey Rafi and User, all right, title and interest in and to the Subscription Service, the Software, the AI Model, and the Documentation, including all IP Rights and improvements or derivative works, remains solely with Hey Rafi and its licensors. Nothing herein grants User any rights other than the limited right to access and use the Service as expressly stated.
All right, title and interest in Usage Data and "Hey Rafi Content" (text, graphics, HTML, look and feel, images, illustrations, designs, photographs, audio, video, white papers, names, product names, icons, typefaces, Software, format, queries, algorithms and other materials) and their selection and arrangement remain solely with Hey Rafi.
Any "Feedback" — suggestions, ideas, enhancement requests, or recommendations — provided by User regarding the Subscription Service may be used and exploited freely by Hey Rafi without any compensation, and Hey Rafi will own all rights, title, and interest in any Feedback.
User acknowledges the Subscription Service and its attributes, including the AI Model, the Software, Third Party Data and Third Party Software, plus other non-public information supplied by Hey Rafi or obtained through use, are confidential and proprietary information of Hey Rafi ("Confidential Information").
User will maintain confidentiality during the Term and thereafter using at least a reasonable degree of care; will not disclose Confidential Information or terms of this Agreement to any third party without Hey Rafi's prior written consent; will limit internal access to those with a need to access; and will not use Confidential Information other than as permitted by this Agreement.
Standard exclusions apply for information that is publicly known, lawfully received from a non-confidential source, or already in User's possession without obligation. User acknowledges money damages would be insufficient and Hey Rafi is entitled to equitable relief, including injunction and specific performance, in addition to all other remedies. Upon termination, User shall return or destroy all Confidential Information and Third Party Data and certify destruction.
User represents, warrants and covenants that (i) it is and will remain duly authorized and qualified to use, copy, modify, process and transmit User Data through the Subscription Service; (ii) its access, use and disclosure of User Data — including communications, solicitations and marketing — complies with all applicable laws, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (16 C.F.R. Part 310), the CAN-SPAM Act, state "mini-TCPA" laws, and other privacy and electronic communications laws; (iii) User Data does not include trade secrets or third-party intellectual property without permission; and (iv) User Data does not infringe the rights of any third party.
The Service may allow User to submit, publish, display, share, store or manage real estate listing information and related data, images, text, descriptions, prices, Sales Lead communications, recommendations and strategies, including User's name and business logo. All User Data must comply with this Agreement and applicable laws. User agrees Hey Rafi may use and display User Data voluntarily provided to third parties, including Sales Leads, in connection with operating the Service, subject to the Privacy Policy.
User grants Hey Rafi a non-exclusive, royalty-free, non-transferable license to use, copy, store, modify, process, transmit, reproduce, create derivative works of, analyze, display, and otherwise exploit User Data — including for training, development, operation and improvement of Hey Rafi's AI Model, algorithms and other technologies — for any purpose, including commercial, research and product development. User retains ownership of User Data subject to this license. Hey Rafi may collect, use and disclose aggregated or anonymized data derived from User Data for any purpose, provided it does not identify User and contains no personally identifiable information.
Hey Rafi maintains the security of User Data using industry-standard data security protocols and other reasonable methods. Hey Rafi employs commercially reasonable precautions but does not guarantee against loss or alteration. Technical safeguards exist within the Service, but Hey Rafi will rely substantially on User's representations and undertakings.
The Service may allow access to data, information or services from third-party data sources, providers, suppliers or licensors of Hey Rafi ("Third Party Data Providers"), including any output generated by the Service or AI Model that is based on or derived from such data ("Third Party Data"). Such Third Party Data may be proprietary to or copyrighted by such providers, who retain all rights. Hey Rafi and its providers disclaim responsibility for damages, losses or warranties concerning Third Party Data. Use of Third Party Data is at User's own risk.
Before initiating any consumer communication, marketing message (email, text, phone, etc.) or other contact attempt to Sales Leads through the Service, User must provide Hey Rafi with — and maintain throughout the Term — an accurate and complete consent classification matrix (the "Consent Classification Matrix") that (i) reflects consent, opt-out, opt-in or do-not-contact status of each Sales Lead; (ii) includes all internal "do not call," "do not text," "do not email," unsubscribe or similar suppression flags; and (iii) documents the lawful basis for contacting each Sales Lead under applicable law (TCPA, the Telemarketing Sales Rule, CAN-SPAM, state "mini-TCPA" laws, etc.). The Service does not verify, validate or maintain accuracy of the Consent Classification Matrix; the Service operates solely as a conduit and processing service under User's direction. User retains sole responsibility for ensuring lawfulness of every contact initiated through the Service.
In consideration of the Subscription Service, User shall pay Hey Rafi the fees set forth in the Onboarding Packet or available on the Website, plus other applicable fees, costs and expenses ("Fees"). Fees may change from time to time at Hey Rafi's discretion upon notice. User bears all expenses of implementing and maintaining required equipment, systems and technologies.
Unless otherwise specified, Fees are payable in arrears monthly. Payment is due within fourteen (14) days of invoice. Past-due balances accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Hey Rafi may suspend the Service for non-payment.
Fees are exclusive of all sales, use, value-added, privilege, excise or similar taxes. User is solely responsible for paying applicable taxes (other than taxes on Hey Rafi's income). All amounts are quoted and payable in U.S. dollars unless otherwise noted.
If User owes Fees, Hey Rafi may suspend the Service, place limitations on accounts, and engage in collection efforts. Termination does not relieve User of obligations accrued prior to termination.
This Agreement shall continue for the Term. The Onboarding Packet contains the applicable initial subscription term and may be updated to include any renewal term.
The Subscription Service may be subject to U.S. export restrictions. User agrees to comply with all applicable U.S. export control laws and regulations regarding any technical data received under this Agreement.
Hey Rafi makes no representations or warranties whatsoever, express or implied, regarding the Subscription Service. The Service is provided on an "as is" basis with all faults and without any express, implied or statutory warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or arising from course of performance, dealing, usage or trade. Hey Rafi disclaims all liability for erroneous transmissions and loss of service from communication failures and is not responsible for loss of data in transmission, errors of any kind, improper transmission, or failure to act on any communication. User is responsible for performing backups of User Data. Hey Rafi does not endorse User Data or the Consent Classification Matrix and has no responsibility for results caused by using such data. AI and machine learning are rapidly evolving; given the probabilistic nature of machine learning, output may be incorrect or inaccurate. User must evaluate the accuracy of any output as appropriate, including by human review, and accepts sole responsibility for its selection and use of the Service. Past performance is no guarantee of future results.
The ability to exclude warranties varies by jurisdiction; these exclusions apply to the extent permitted by law.
In no event will Hey Rafi be liable for any incidental, indirect, consequential, special, exemplary or punitive damages, or for lost revenues or profits or other economic loss, arising from or relating to this Agreement, regardless of whether advised of the possibility, and even if a remedy fails of its essential purpose. In no event will Hey Rafi's total aggregate liability exceed the sum total of all payments made by User to Hey Rafi during the three (3) months prior to the cause of action. No action shall be brought more than one year after the accrual of such cause of action.
User is solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs suffered by User or any third party as a result of User's use of the Subscription Service. To the maximum extent permitted by applicable law, User releases the Hey Rafi Indemnified Parties from any responsibility and liability for the foregoing. If User or any employee of an Affiliated Organization is a California resident, they expressly waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
User and any Affiliated Organization will be jointly and severally responsible for, and will indemnify, defend, and hold Hey Rafi, its Affiliates, licensors, service providers, and their officers, directors, employees and successors ("Hey Rafi Indemnified Parties") harmless from all damages, liabilities, charges and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) User's use of the Subscription Service, including User Data and any communication, solicitation or marketing activity to Sales Leads, in a manner not permitted by this Agreement; (ii) User's failure to comply with applicable laws (including TCPA, Telemarketing Sales Rule, CAN-SPAM, state "mini-TCPA" laws and other data privacy and security laws); (iii) any acts or omissions of User or breach of this Agreement; (iv) any claim of infringement resulting from use of the Service with other software or materials not provided by Hey Rafi; or (v) any errors or inaccuracies in User Data or the Consent Classification Matrix delivered by User to Hey Rafi.
Any reliance on the Subscription Service, Hey Rafi Content, User Data, Third Party Data, purchase and sales agreements delivered to Sales Leads, or any Consent Classification Matrix is strictly at User's own risk. Hey Rafi does not intend to provide legal, tax, or financial advice through the Service. All statements, conclusions, or opinions expressed in Third Party Data, the Consent Classification Matrix, or User Data are solely the responsibility of the person or entity providing those materials.
All rights and remedies are cumulative. User acknowledges that any unauthorized use, copying, disclosure or distribution of the Software or related methods, algorithms, techniques or processes will cause Hey Rafi irreparable harm, entitling Hey Rafi to injunctive relief in addition to other remedies, without posting bond or proving monetary damage.
Hey Rafi is not responsible for failures due to events beyond its control, including acts of nature, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages, embargoes, postal disruption, communication disruption, infrastructure or material shortages, or any other event beyond its control.
Neither this Agreement nor any rights or obligations under it may be assigned or delegated by User without Hey Rafi's prior written consent; any such assignment without consent is null and void. The Agreement binds and benefits the Parties and their respective successors and permitted assigns.
No waiver is binding unless in writing signed by the Party granting the waiver. Any waiver is limited to the specific circumstance referenced and is not a waiver of any other term or recurrence.
If User provides an email address, Hey Rafi may communicate electronically regarding administrative, security and other issues. User agrees electronic notices satisfy any legal requirement that communications be in writing. This does not affect statutory rights.
This Agreement is governed by the laws of the State of New York, without regard to conflicts of laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Venue for any legal action is exclusively the courts located in the State of New York. Each Party irrevocably consents to such jurisdiction and waives the defense of inconvenient forum.
Each Party knowingly, voluntarily and intentionally waives the right to trial by jury in any action or proceeding based on or with respect to this Agreement or any of the transactions contemplated hereby.
Each provision is severable. If any term is illegal or invalid, the remainder of the Agreement remains effective.
Section headings are for reference only and do not interpret or limit the scope or intent of any provision.
This Agreement, together with Account Information and any applicable Onboarding Packet, contains the entire understanding between the Parties and supersedes any prior written or oral agreements respecting its subject matter.
Sections 1, 7(b), 8, 9, 10, 11(d), 13(d), 14 through 34, and any other obligation that by its nature is to survive, shall survive termination of this Agreement.
Hey Rafi may use User's name and logo to publicly disclose (including on client lists on Hey Rafi's Website) that User is a customer of Hey Rafi's services.
If you have any questions about the Subscription Service or this Agreement, please contact us at heyrafi.com/contact.
Certain of Hey Rafi's licensors and suppliers and the Hey Rafi Indemnified Parties may be third-party beneficiaries of this Agreement and may enforce it against User and any Affiliated Organization.