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Terms of service

UPDATED OCTOBER 20TH 2025

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 UNDERSTAND THIS AGREEMENT, THE PRIVACY POLICY AT HTTPS:// https://heyrafi.com/fulfillment-policy/ (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”.

Affiliated Organizations

If you are entering into this Agreement on behalf of a company, organization or other legal entity, including, without limitation, any company, organization or other legal entity that is identified in the Account Information, that accessed the Subscription Service, that 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 (as defined below), in which case the term “User” shall also refer to such Affiliated Organization(s) and its Affiliates who access the Subscription Service. You further agree that you and any Affiliated Organization (together with its Affiliates) jointly and severally assume all responsibility and liability under this Agreement in connection with your use of the Subscription Service on your own behalf, your use of the Subscription Service on behalf of any Affiliated Organization, or any Affiliated Organization’s use of the Subscription Service, and you and any Affiliated Organization (together with its Affiliates) shall be jointly and severally responsible for all disputes, if any, that arise due to your use or any Affiliated Organization’s use (together with its Affiliates) of the Subscription Services.

Effective Date

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”).

Changes to Agreement

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. If Hey Rafi makes Updates to this Agreement, Hey Rafi will change the “Last Updated” date above. User’s and any Affiliated Organization’s continued use of the Subscription Service will confirm User’s and any Affiliated Organization’s acceptance of the updated Agreement. Hey Rafi encourages User and any Affiliated Organization to frequently review this Agreement to ensure that User understands the latest terms and conditions associated with use of the Subscription Service. If User or any Affiliated Organization does not agree to the updated Agreement, User or any Affiliated Organization must discontinue using the Subscription Service.

Links to Other Sites; Integration of Non-Hey Rafi Platforms

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, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies and terms of use for the other websites you visit.

User or any Affiliated Organization may choose to use features within the Subscription Services that involve integrations with Third Party Platforms, and may enable data exchange between the Subscription Service and the applicable Third Party Platform. “Third Party Platform” means any platform, add-on, service or product provided by any third party that User or any Affiliation Organization elects to integrate or enable for use with the Subscription services, including User’s or any Affiliated Organization’s own systems, software, or infrastructure. Use of Third Party Platforms is subject to User’s and any Affiliated Organization’s agreement with the Third Party Platform provider. The Subscription Service may permit User and any Affiliated Organization to transmit information to and from Third Party Platforms owned or managed by User or any Affiliated Organization, including via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise. Any such Third Party Platform, or any other Third Party Platform owned or controlled by User or any Affiliated Organization that interacts with the Subscription Service or any output thereof, is a “User System”. User and any Affiliated Organization acknowledge and agree that in order to perform the Subscription Service, Hey Rafi shall at its discretion be able to, and User and any Affiliated Organization hereby grant Hey Rafi any and all rights, to access, test, and periodically audit any User System and its connection to the Subscription Service. Hey Rafi does not control and has no responsibility or liability whatsoever for Third Party Platforms, including their security, functionality, operation, availability or interoperability, the accuracy or completeness of any data provided by or stored in such Third Party Platforms, or how Thir -Party Platforms use or process data received from the Subscription Service.

Preliminary Matters

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 and any Affiliated Organization, 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, without limitation, by providing Users and any Affiliated Organization with 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 such User’s and any Affiliated Organization’s legacy, cold, or otherwise designated Sales Leads records, (iii) assists User and any Affiliated Organization in the identification and analysis of potential Sales Leads, provided, however, such Sales Leads are either provided by User and any Affiliated Organization or by a third party partner, and (iv) provides other services related to the foregoing; and

User and any Affiliated Organization wish to obtain a subscription to use this solution in their business, and Hey Rafi wishes to grant User and any Affiliated Organization a limited subscription to use the solution subject to the terms and conditions of this Agreement.

  1. Definitions. Capitalized terms used herein without definition shall have the following meanings:
    1. “Affiliate” of a Party means any other entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party. For the purpose of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled by” and “under common control with” have correlative meanings.
    2. “Affiliated Organization” has the meaning set forth in the Section of this Agreement entitled “Affiliated Organization”.
    3. “Agreement” has the meaning set forth in the preamble to this Agreement.
    4. “AI Model” means all learnings, trained algorithms, trained models, optimizations, predictions, patterns and other output generated by employing artificial intelligence techniques (including machine learning), to the extent the foregoing are generated in connection with the provision of the Subscription Service to User and any Affiliated Organization, including all encodings and derivatives thereof.
    5. “Confidential Information” has the meaning set forth in Section 9(a) hereof.
    6. “Consent Classification Matrix” has the meaning set forth in Section 10(f) hereof. 
    7. “Documentation” means the standard published materials, if any, authorized and distributed by Hey Rafi to its clients that describe the use of the Subscription Service, as updated by Hey Rafi from time to time.
    8. “Effective Date” has the meaning set forth in the Section of this Agreement entitled “Effective Date”.
    9. “Feedback” has the meaning set forth in Section 8(c) hereof.
    10. “Fees” shall mean the fees payable pursuant to Section 11(a) hereof.
    11. “Hey Rafi” has the meaning set forth in the preamble to this Agreement.
    12. “Hey Rafi Content” has the meaning set forth in Section 8(b) hereof.
    13. “Hey Rafi Indemnified Parties” has the meaning set forth in Section 18 hereof.
    14. “Intellectual Property (IP) Rights” means all proprietary information including, without limitation, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Subscription Service.
    15. “Log-In Credentials” means User and/or any Affiliated Organization account names, associated email address and passwords issued by Hey Rafi and selected by User and/or any Affiliated Organization to enable access to and use of the Subscription Service.
    16. “Object Code” means machine-executable computer software prepared by compiling and linking the Software’s source code.
    17. “Sales Leads” has the meaning set forth in the Section of this Agreement entitled “Preliminary Matters”.
    18. “Software” means the computer programs owned or licensed by Hey Rafi and made available to potential or current clients, in Object Code form, on a hosted basis via the Subscription Service, provided, however, that the term “Software” does not include any Third Party Software.
    19. “Subscription Service” means the provision of the Software and platform services, including any Third Party Data and Third Party Software provided in connection therewith, to User and any Affiliated Organization on a subscription, software-as-a-service basis.
    20. “Term” shall mean the period beginning on the Effective Date and ending on the date this Agreement is terminated pursuant to Section 13 of this Agreement.
    21. “Third Party Data” has the meaning set forth in Section 10(e) hereof.
    22. “Third Party Data Providers” has the meaning set forth in Section 10(e) hereof.
    23. “Third Party Payment Apps” has the meaning set forth in Section 7(d) hereof.
    24. “Third Party Platform” has the meaning set forth in the Section of this Agreement entitled “Integration of Non-Hey Rafi Platform”.
    25. “Third Party Software” means software and/or systems owned or distributed by third parties that are incorporated into, provided with, or utilized by the Subscription Service, or otherwise used in connection with the Subscription Service.
    26. “Usage Data” means any data and information which is collected by Hey Rafi through User’s or any Affiliated Organization’s use of the Subscription Service, which may include, without limitation, usage patterns, behaviors and trends of User’s and any Affiliated Organization’s use of the Subscription Service, and books and records with respect to the distribution of the Subscription Service, Third Party Data and Software to User and any Affiliated Organization, provided that such data and information is used by Hey Rafi in an anonymized and de-identified manner.
    27. “Update” has the meaning set forth in the Section of this Agreement entitled “Changes to this Agreement”.
    28. “User” has the meaning set forth in the preamble to this Agreement.
    29. “User Data” means any and all electronic data, information or material that is inputted, submitted, uploaded or otherwise transferred by or on behalf of User or any Affiliated Organization to the Subscription Service. User Data expressly excludes Usage Data.
    30. “User System” has the meaning set forth in the Section of this Agreement entitled “Integration of Non-Hey Rafi Platform”.
    31. “Website” has the meaning set forth in the preamble to this Agreement.
  2. Access. Subject to the terms and conditions of this Agreement, timely payment of all Fees, Hey Rafi will make the Subscription Service available during the Term in accordance with this Agreement, solely for User’s and any Affiliated Organization’s internal business purposes only. All rights in the Subscription Service not expressly provided hereunder are reserved to Hey Rafi.
  3. Changes. 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 or desirable to meet any applicable legal, regulatory, or industry-standard requirements or demands.
  4. Scope. The Subscription Service made available to User and any Affiliated Organization hereunder is solely for User’s and any Affiliated Organization’s internal business purposes only and is limited to the access, display, and use of the Subscription Service by the User, any Affiliated Organization and its employees. No clients or other persons or entities who are not legal employees of User or any Affiliated Organization in the ordinary course of User’s business may use the Subscription Service. User and any Affiliated Organization are responsible for all activities that occur under User’s and/or any Affiliated Organization’s accounts. User and any Affiliated Organization will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Subscription Service by User and any Affiliated Organization; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, including any Third Party Data, and notify Hey Rafi promptly after becoming aware of any such unauthorized access or use; (c) comply with all applicable local, state, federal, and foreign laws in using the Subscription Service, and (d) use commercially reasonable efforts to prevent any breach of this Agreement by User or any Affiliated Organization and be responsible for any breach of this Agreement by User or any Affiliated Organization. Nothing in this Agreement shall obligate Hey Rafi to continue providing access to the Subscription Service beyond the date when Hey Rafi ceases providing such Subscription Service or similar service to subscribers generally.
  5. Monitoring; Access; Verification. Hey Rafi shall have the right to access and monitor use of the Subscription Service by User and any Affiliated Organization to: (a) operate and monitor the Subscription Service properly; (b) protect itself or others; (c) maintain accounting records regarding the usage of the Subscription Service; (d) verify any Affiliated Organizations; (e) retrieve Usage Data and error reports; and (f) perform such other business activities as determined in its sole discretion.
  6. Suspension. Upon Hey Rafi’s belief, as determined in its sole discretion, that tortious, criminal or otherwise illegal activity may be associated with User’s or any Affiliated Organization’s use of or access to the Subscription Service, or that any such use or access may be taking place in a manner that constitutes a breach of this Agreement, Hey Rafi may, without limitation to any other remedy, without incurring any liability, temporarily suspend the use of and access to the Subscription Service pending investigation and resolution of the issue or issues involved.
  7. User Obligations.
    1. General. User and any Affiliated Organization are solely responsible for (i) implementing and maintaining appropriate and adequate administrative, physical and technical safeguards and securing its hardware, environment and software, (ii) obtaining, maintaining and paying for any systems, equipment and technologies required in order to gain access to the Subscription Service, including obtaining access to the internet using software and hardware that meet Hey Rafi’s system and security requirements, and (iii) obtaining and maintaining all applicable federal, state and local licenses.
    2. Log-In Credentials. The Subscription Service may only be accessed by a User and any Affiliated Organization who have been issued Log-In Credentials. User and any Affiliated Organization shall be solely responsible for: (i) managing Log-In Credentials, (ii) verifying the identity of any Affiliated Organization related to User’s account and validating use of Log-In Credentials by such Affiliated Organization, (iii) ensuring that the User’s and any Affiliated Organization’s access and use of the Subscription Service are in accordance with this Agreement and the Documentation, and (iv) ensuring that User and any Affiliated Organization maintains his, her or its Log-In Credentials in strict confidence (including, without limitation, not permitting the sharing of Log-In Credentials with any third parties), and change their Log-In Credentials periodically as required by Hey Rafi. Log-In Credentials are not transferable by User or any Affiliated Organization to any third party. User and any Affiliated Organization shall be liable and responsible for all activities conducted through, and any consequences arising from, the Log-In Credentials, whether or not such activities have been authorized by User or any Affiliated Organization. User any Affiliated Organization will promptly notify Hey Rafi of any unauthorized use of Log-In Credentials and if the confidentiality of any Log-In Credentials is compromised. User and any Affiliated Organization will, and Hey Rafi may, terminate any Log-In Credentials and User’s and any Affiliated Organization’s access to Subscription Service (1) when User ceases to perform work on behalf of the Affiliated Organization who has a Hey Rafi account, (2) if User or any Affiliated Organization breaches any term of this Agreement, or (3) if Hey Rafi determines in its sole discretion that User’s or any Affiliated Organization’s access to or use of the Subscription Service adversely effects Hey Rafi or the Subscription Service.
    3. Restrictions on Use. User and any Affiliated Organization shall not edit, alter, abridge, or otherwise change in any manner the content of the Subscription Service, including, without limitation, all copyright and proprietary rights notices. User and any Affiliated Organization may not, and may not permit others to: (i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Software or the Subscription Service; (ii) modify, translate, adapt, alter, or create derivative works from the Software or the Subscription Service; (iii) copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Software or the Subscription Service, including any Third Party Data or Third Party Software; (iv) distribute, sublicense, rent, lease, loan or grant any third party access to or use of the Software or the Subscription Service, including any Third Party Data, to any third party; (v) harvest, collect, gather, or assemble information or data regarding other subscribers; (vi) transmit through or post on the Subscription Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (vii) transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs; (viii) interfere with or disrupt the integrity or performance of the Subscription Service or the data contained therein; (ix) attempt to gain unauthorized access to the Subscription Service, computer systems, or networks related to the Subscription Service; (x) harass or interfere with another subscriber or end-user’s use and enjoyment of the Subscription Service;(xi) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Software or the Subscription Service; (xii) employ any scraping method; (xiii) develop or have developed any product or service using or based on any component of the Subscription Service; (xiv) compromise the security or integrity of any data, equipment, software, or system input or output of the Subscription Service; or (xv) use the Subscription Service for any purpose other than as set forth in this Agreement. With respect to any breach or instance of non-compliance with the terms of this Section, User and any Affiliated Organization shall promptly inform Hey Rafi of any such breach or non-compliance and the remedial steps taken, or planned to be taken, by User and any Affiliated Organization.
    4. Third Party Payment Apps. User’s or any Affiliated Organization’s use of third party payment processing applications, such as Stripe (“Third Party Payment Apps”) available through the Website, or otherwise in connection with the Subscription Service, is subject to all terms, conditions and policies made available by the third party operators of such Third Party Payment Apps supported by the Subscription Service. Hey Rafi disclaims responsibility for any damages or losses arising in connection with the use, content, accuracy, timeliness, completeness or availability of such Third Party Payment Apps available through the Subscription Service. Access to or use of such Third Party Payment Apps does not establish an advisory or fiduciary relationship between or among any User, any Affiliated Organization, Hey Rafi, and/or any Third Party Payment App provider. A USER AND ANY AFFILIATED ORGANIZATION USE SUCH THIRD PARTY PAYMENT APPS AT THEIR OWN RISK.
  8. Intellectual Property Rights.
    1. Subscription Service. As between Hey Rafi, on the one hand, and User and any Affiliated Organization, on the other hand, all right, title and interest in and to the Subscription Service (and all components thereof, including the Software, and its specifications, including without limitation, the editorial coding and metadata contained therein), the Software, the AI Model, and the Documentation, including all IP Rights therein, and any improvements or derivative works thereof, shall at all times remain solely and exclusively with Hey Rafi and its licensors, notwithstanding that User or any Affiliated Organization may contribute to the cost or design of any such improvements or derivative works. The works and databases included in the content of the Subscription Service may be protected by applicable copyright laws. Nothing contained herein shall be construed as granting User or any Affiliated Organization any rights in or to the Subscription Service, the Software, the AI Model, the Documentation, Third Party Data, Third Party Software, or IP Rights related thereto, other than the right to access and use the Subscription Service as expressly stated herein. All rights not provided hereunder are expressly reserved by Hey Rafi. User and any Affiliated Organization agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software, the Subscription Service, the AI Model, the Documentation, Third Party Data, Third Party Software, and any copies thereof in any form. 
    2. Usage Data. As between Hey Rafi and User, all right, title and interest in and to Usage Data shall at all times remain solely and exclusively with Hey Rafi. Except for Third Party Data and User Data, all information and materials contained on or within the Subscription Service, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, photographs, audio, video, white papers, press releases, names, product names or descriptions, icons, typefaces, Software (both source and Object Code), format, queries, algorithms and written and other materials and information (collectively, “Hey Rafi Content”), as well as their selection and arrangement, and all intellectual property and other rights relating to Hey Rafi Content, as between User and any Affiliated Organization, on the one hand, and Hey Rafi, on the other hand, are solely and exclusively owned by Hey Rafi.
    3. Feedback. The Parties acknowledge and agree that Hey Rafi may solicit User, any Affiliated Organization or any other third party acting on User’s or any Affiliated Organization’s behalf, may provide to Hey Rafi, suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Subscription Service, including Hey Rafi’s AI Model (the “Feedback”). Hey Rafi will have the right to use, act upon, and freely exploit the Feedback without any remuneration, fee, royalty, or expense of any kind, and Hey Rafi will hereby own all rights, title, and interest in any the Feedback.
  9. Confidentiality.
    1. User and any Affiliated Organization acknowledge that the Subscription Service and the attributes of the Subscription Service, including without limitation, the AI Model, the Software, Third Party Data, Third Party Software, and the design, functionalities, performance characteristics and User’s or any Affiliated Organization’s evaluation of the Subscription Service, and any other non-public verbal or written information that may be supplied by Hey Rafi to User or any Affiliated Organization during the term of this Agreement, or obtained through User’s or any Affiliated Organization’s use of the Subscription Service, are confidential and proprietary property information of Hey Rafi, including, without limitation, all documents prepared by User, any Affiliated Organization, or any other person to the extent that they contain or are generated from such confidential or proprietary property information of Hey Rafi (collectively, “Confidential Information”).
    2. User will maintain, and ensure that any Affiliated Organization maintains, the confidentiality of all Confidential Information during the Term and thereafter, in the same manner that it maintains its own confidential information (but with no less than a reasonable degree of care).
    3. User will and will ensure that any Affiliated Organization will: (i) not disclose any Confidential Information or the existence or terms of this Agreement to any third party without the prior written consent of Hey Rafi; (ii) limit internal access to any Confidential Information only to User and any Affiliated Organization who has a need to access the Subscription Service or any Confidential Information; and (iii) not use any Confidential Information for any purpose other than in accordance with this Agreement.
    4. The obligations set forth in this Section 9 will not apply to Confidential Information that User or any Affiliated Organization can document: (i) was in the public domain or publicly known or available prior to the date of disclosure; (ii) is publicly disclosed on or after the date of disclosure other than by User or any Affiliated Organization in violation of this Agreement, (iii) is already in User’s or any Affiliated Organization’s possession prior to the delivery thereof by Hey Rafi, provided that such information is not known by User or any Affiliated Organization to be subject to another confidentiality agreement with or other obligation of secrecy to Hey Rafi, or (d) became available to User or any Affiliated Organization on a non-confidential basis from a source other than Hey Rafi, provided that such information is not known by User or any Affiliated Organization to be subject to another confidentiality agreement with or other obligation of secrecy to Hey Rafi.
    5. User and any Affiliated Organization acknowledge that money damages would not be a sufficient remedy for any breach of this Section 9 and that Hey Rafi would suffer irreparable harm as a result of any such breach. Accordingly, Hey Rafi will also be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Section 9.  The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Section 9, but rather will be in addition to all other remedies available at law or in equity to Hey Rafi.
    6. Promptly upon expiration or termination of this Agreement or upon written request by Hey Rafi, User (together with any Affiliated Organization), shall return to Hey Rafi all Confidential Information and Third Party Data in User’s or any Affiliated Organization’s possession or control, including all copies thereof, in whole or in part, or destroy such Confidential Information and such Third Party Data, including expunging, and seeing to it that all Affiliated Organizations expunge, all Confidential Information, Third Party Data and all copies thereof from their respective computer systems, and User shall deliver an officer’s certificate stating that all such Confidential Information, Third Party Data, and copies thereof have been destroyed.
  10. User Data, Data Security, Third Party Data, and Consumer Consent.
    1. Representation, Warranty, and Covenant. User and any Affiliated Organization represent, warrant and covenant to Hey Rafi that (i) User and any Affiliated Organization are and, during the Term, shall remain duly authorized and qualified and has and shall have the right to use, copy, modify, process and transmit or have transmitted and enter all User Data into the Subscription Service as contemplated by this Agreement, (ii) User’s and any Affiliated Organization’s access to, use and disclosure of the User Data via the Subscription Service, such as communications, solicitations, and marketing activities conducted through the Subscription Service, complies with, and shall at all times during the Term, comply with all applicable federal, state and local laws and regulations, including, without limitation, 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 applicable laws relating to consent, privacy, electronic communications, data privacy or otherwise, (iii) the User Data does not and shall not during the Term include trade secrets or third party intellectual property unless User or an Affiliated Organization has permission or a valid license from the owner to use it in the specific manner that it was used, and (iv) the User Data does not, and shall not during the Term, infringe, violate or misappropriate the rights of any third party.
    2. User Data. Certain features of the Subscription Service may allow User or any Affiliated Organization to submit, publish, display, share, store or manage real estate listing information and related data, images, text, property descriptions, offering prices, Sales Lead communications, recommendations, strategies and other information, which data and content could include User’s or any Affiliated Organization’s name, business logo and other marks (if applicable) as part of the User Data. All User Data must comply with this Agreement. User and any Affiliated Organization agrees that Hey Rafi may use and display any User Data that User or any Affiliated Organization voluntarily provides to third parties, including, without limitation, Sales Leads and information, offering price, sales price, and other terms of any offer or sale, in connection with operating the Subscription Service, including (if applicable) publicly displaying User Data in the Subscription Service, subject to the terms of Hey Rafi’s Privacy Policy. User Data must comply with all applicable federal, state, local and international laws and regulations.
    3. License to User Data. User and any Affiliated Organization hereby grants to Hey Rafi a non-exclusive, royalty-free, and non-transferable license to use, copy, store, modify, process, transmit, reproduce, create derivative works of, analyze, display, and otherwise exploit the User Data (including for the training, development, operation, and improvement of Hey Rafi’s AI Model, algorithms, and other technologies) for any purpose, including without limitation for commercial, research, and product development purposes or as necessary to provide the Subscription Service in accordance with this Agreement. User Data submitted by User and any Affiliated Organization to the Subscription Service, whether posted by User or by an Affiliated Organization, is the sole property of User and/or such Affiliated Organization and User and any Affiliated Organization reserves all right, title, and interest in the User Data, subject to the foregoing license. Notwithstanding any other provision in this Agreement, Hey Rafi may collect, use, and disclose aggregated or anonymized data derived from User Data (including Usage Data and other analytical information, such as buying, selling or other patterns, trends or strategies of Users and any Affiliated Organization), for any purpose, provided that such data does not identify any User or any Affiliated Organization and contains no personally identifiable information. Hey Rafi may access User’s and any Affiliated Organization’s accounts, including, without limitation, User Data, as necessary to provide the Subscription Service, respond to service or technical issues, and support the training, operation, and improvement of Hey Rafi’s AI Model and related systems.
    4. Data Security. Hey Rafi shall maintain the security of User Data using industry-standard data security protocols, and other methods reasonably deemed to be adequate for secure business data. Hey Rafi shall employ commercially reasonable precautions to prevent the loss of or alteration to User Data, but Hey Rafi does not guarantee against any such loss or alteration. User and any Affiliated Organization acknowledges that, while the Subscription Service will contain certain technical safeguards against misuse of the Subscription Service, Hey Rafi will rely to a substantial extent on the representations and undertakings of User and any Affiliated Organization.
    5. Third Party Data. The Subscription Service may allow access to data, information, or services disseminated by third party data sources, providers, suppliers, or licensors of Hey Rafi (collectively, “Third Party Data Providers”), including, without limitation, any electronic data, customer data, material, information or output generated by or delivered to User or any Affiliated Organization through the use of the Subscription Service, including the AI Model, that is based on or derived from such data, information, or services disseminated by such Third Party Data Providers (“Third Party Data”), and User acknowledges that (i) such Third Party Data may be proprietary to or the copyrighted work of such Third Party Data Providers, who expressly retain all right, title and interest in and to the Third Party Data, including, without limitation, all intellectual property rights therein and thereto, and (ii) Hey Rafi and its Third Party Data Providers disclaim responsibility for any damages or losses arising in connection with the use, content, accuracy, timeliness, completeness or availability of such Third Party Data and disclaim all warranties concerning such Third Party Data. Access to or use of Third Party Data does not establish an advisory or fiduciary relationship between User or any Affiliated Organization, on the one hand, and Hey Rafi or any of its Third Party Data Providers, on the other hand. USER AND ANY AFFILIATED ORGANIZATION USES SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AT ITS OWN RISK.
    6. Inbound Sales Leads – Consent Requirements. User and any Affiliated Organization represent, warrant, and agree that, prior to initiating any consumer communication, marketing message (via email, text, phone, or otherwise), or other contact attempt or solicitation of Sales Leads through the Subscription Service, User and any Affiliated Organization have provided to Hey Rafi and will maintain and update during the Term an accurate and complete consent classification matrix with respect to such Sales Leads (the “Consent Classification Matrix”). The Consent Classification Matrix shall (i) accurately reflect the consent, opt-out, opt-in, or do not contact status of each Sales Lead as provided by User and any Affiliated Organization, (ii) include all internal “do not call,” “do not text,” “do not email,” unsubscribe, or similar suppression flags with respect to such Sales Lead maintained by User and any Affiliated Organization, and (ii) document the lawful basis for contacting each such Sales Lead as required under applicable law, including without limitation 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 laws relating to consent, privacy, and electronic communications. User and any Affiliated Organization acknowledges and agrees that the Subscription Service and Hey Rafi do not verify, validate, or maintain the accuracy or completeness of any consent, opt-in, opt-out, or suppression data contained in the Consent Classification Matrix. The Subscription Service operates solely as a conduit and processing service under User’s and any Affiliated Organization’s direction. User and any Affiliated Organization retains sole responsibility for ensuring that each Sales Lead initiated through the Subscription Service is lawful and compliant with all applicable consent, opt-out and other requirements under applicable law.
  11. Fees; Expenses; Payment Terms.
    1. Fees. In consideration for the Subscription Service provided hereunder, commencing on the Effective Date, User and any Affiliated Organization shall pay Hey Rafi the fees set forth in the Onboarding Packet or available on the Website, plus any other applicable fees, costs, and expenses contained in this Agreement (the “Fees”), which Fees may change from time-to-time in Hey Rafi’s discretion upon notice to User and any Affiliated Organization. User and any Affiliated Organization will bear all expenses implementing and maintaining the appropriate equipment, systems and technologies required to gain access to the Subscription Service, including, without limitation, such User requirements set forth in Sections 2 and 7 and of removing the Subscription Service on the expiration or termination of this Agreement.
    2. Payment Terms. Except as otherwise set forth in an Onboarding Packet, all Fees for Subscription Services are payable in arrears on a monthly basis. If not otherwise specified in an issued invoice by Hey Rafi, payment will be made within fourteen (14) days following the date of an invoice. Past due balances shall be subject to an interest charge of the lesser of one and a half percent (1.5%) per month computed from the due date of each payment or the maximum rate allowable by applicable law. If User or any Affiliated Organization does not make payments to Hey Rafi when due then Hey Rafi may, without limiting its other available remedies, suspend provision of the Subscription Service.
    3. Tax. The Fees are exclusive of all sales, use, value-added, privilege, excise or similar taxes or duties levied upon User. User and any Affiliated Organization shall be solely responsible for paying any applicable taxes levied or based on its use of the Subscription Service or provided under this Agreement, exclusive of taxes levied on Hey Rafi’s income. Hey Rafi may, but is not obligated to, invoice User and any Affiliated Organization for any such taxes and remit any payments made on any such invoice directly to the appropriate taxing authorities. User and any Affiliated Organization are responsible for obtaining and providing to Hey Rafi any certificate of exemption or similar document required to exempt any transaction from sales, use or similar tax liability. All amounts are quoted and payable in United States dollars, unless otherwise noted, and are exclusive of taxes.
    4. Continuing Obligations. If User or any Affiliated Organization owes any Fees or other amounts to Hey Rafi or a third-party provider in connection with the Subscription Service, Hey Rafi may (i) suspend or stop providing Subscriptions Service to User or any Affiliated Organization; (ii) place limitations or take other actions on User’s and any Affiliated Organization’s account(s), and (iii) engage in collection and other efforts to recover such amounts from User and any Affiliated Organization. Notwithstanding expiration or termination of this Agreement, User and any Affiliated Organization shall continue to be obligated to pay to Hey Rafi all that accrued prior to the date of expiration or termination (as applicable) or that otherwise become due and payable to Hey Rafi under this Agreement.
  12. Term. The Agreement shall continue for the Term, provided, however, the Onboarding Packet contains the applicable initial subscription term and may be updated from time to time by the Parties to include any renewal term for the Subscription Service.
  13. Termination. This Agreement may be terminated as follows:
    1. Termination for Convenience. By Hey Rafi for convenience with at least thirty (30) days prior written notice to User.
    2. Default. By either Party, if the other Party commits a breach of any provision of this Agreement, and such breach continues for a period of thirty (30) days following a written request to cure such breach; provided, however, if User is in breach of the payment terms of Section 11 of this Agreement and does not correct such breach within ten (10) days of notice from Hey Rafi, Hey Rafi may terminate this Agreement immediately.
    3. Insolvency Events. By either Party, effective immediately, if the other Party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law or makes or seeks to make a general assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee, receiver or custodian for a substantial part of its property.
    4. Effect of Termination. Upon termination or expiration of this Agreement for any reason User’s and any Affiliated Organization’s access to and use of the Subscription Service shall cease as of the effective date of termination and User shall promptly pay to Hey Rafi any outstanding Fees due. Further, User shall immediately cease, and see to it that any Affiliated Organization immediately ceases, all use of the Software, the Subscription Service, the AI Model, the Documentation, the Third Party Data, and the Third Party Software, including any IP Rights, proprietary information and materials granted hereunder, and any license granted to User or any Affiliated Organization under this Agreement shall immediately terminate.
  14. No Export. The Subscription Service may be subject to export restrictions under United States export laws and regulations. User and any Affiliated Organization acknowledge their obligations to control access to technical data (as defined by the U.S. Department of Commerce, Office of Export Administration) under U.S. export control laws and regulations and agrees to adhere to all applicable U.S. export control laws and regulations regarding any technical data received under this Agreement. Nothing in this Paragraph releases User or any Affiliated Organization from its obligations of confidentiality as set forth under Section 9 of this Agreement.
  15. No Warranties. HEY RAFI MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND USER AND ANY AFFILIATED ORGANIZATION HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIPTION SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER AND ANY AFFILIATED ORGANIZATION ACKNOWLEDGE AND AGREE THAT USER AND ANY AFFILIATED ORGANIZATION ARE USING THE SUBSCRIPTION SERVICE ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. HEY RAFI DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICES. HEY RAFI IS NOT RESPONSIBLE FOR LOSS OF DATA IN TRANSMISSION, ERRORS OF ANY KIND, IMPROPER TRANSMISSION BY USER OR ANY AFFILIATED ORGANIZATION OR FAILURE BY USER, ANY AFFILIATED ORGANIZATION OR ANY THIRD PARTY TO ACT ON ANY COMMUNICATION TRANSMISSION TO OR BY USER OR ANY AFFILIATED ORGANIZATION THROUGH THE SUBSCRIPTION SERVICE. USER ACKNOWLEDGES AND AGREES THAT USER IS RESPONSIBLE FOR PERFORMING ANY BACKUPS OF USER DATA. HEY RAFI DOES NOT ENDORSE ANY USER DATA OR CONSENT CLASSIFICATION MATRIX SUBMITTED THROUGH OR IN CONNECTION WITH THE SUBSCRIPTION SERVICE, AND HEY RAFI HAS NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY USER DATA OR CONSENT CLASSIFICATION MATRIX SUBMITTED THROUGH OR IN CONNECTION WITH THE SUBSCRIPTION SERVICE OR FOR ANY RESULTS CAUSED BY USING SUCH USER DATA OR CONSENT CLASSIFICATION MATRIX. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF SUBSCRIPTION SERVICE, INCLUDING, WITHOUT LIMITATION, THE AI MODEL, MAY IN SOME SITUATIONS RESULT IN INCORRECT OR INACCURATE OUTPUT. USER MUST EVALUATE THE ACCURACY OF ANY OUTPUT OF THE SUBSCRIPTION SERVICE AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW, AND USER ACCEPTS SOLE RESPONSIBILITY FOR, AND ACKNOWLEDGES THAT IT EXERCISES ITS OWN INDEPENDENT JUDGMENT IN, ITS SELECTION AND USE OF SUBSCRIPTION SERVICE, INCLUDING THE AI MODEL OUTPUT AND ANY RESULTS OBTAINED THEREFROM. PAST PERFORMANCE OF THE SUBSCRIPTION SERVICE, INCLUDING WITH RESPECT TO ANY THIRD PARTY DATA, IS NO GUARANTEE OF FUTURE RESULTS OR PERFORMANCE.

Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a Party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to User or an Affiliated Organization.

  1. Limitation of Liability. IN NO EVENT WILL HEY RAFI BE LIABLE TO USER OR ANY AFFILIATED ORGANIZATION FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOST REVENUES OR PROFITS OR OTHER ECONOMIC LOSS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER USER OR ANY AFFILIATED ORGANIZATION WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL HEY RAFI’S TOTAL, AGGREGATE LIABILITY TO USER AND ANY AFFILIATED ORGANIZATION UNDER OR IN CONNECTION WITH THIS AGREEMENT THE SUM TOTAL OF ALL PAYMENTS, IF ANY, MADE BY USER AND ANY AFFILIATED ORGANIZATION TO HEY RAFI PURSUANT TO THIS AGREEMENT, DURING THE THREE (3) MONTHS PRIOR TO THE CAUSE OF ACTION. NO ACTION SHALL BE BROUGHT BY USER OR ANY AFFILIATED ORGANIZATION FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
  2. General Release. User and any Affiliated Organization are solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs suffered by User, any Affiliated Organization or any third party as a result of User’s or any Affiliated Organization’s use of the Subscription Service. To the maximum extent permitted by applicable law, User and any Affiliated Organization hereby release the Hey Rafi Indemnified Parties (as defined below) from any and all responsibility and liability for the foregoing. USER AND ANY  AFFILIATED ORGANIZATION, HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF USER OR ANY EMPLOYEE OF AN AFFILIATED ORGANIZATION IS A CALIFORNIA RESIDENT, USER OR SUCH EMPLOYEE ACKNOWLEDGE AND HEREBY 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 hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims User or any Affiliated Organization may have against the Hey Rafi Indemnified Parties pertaining to the subject matter of this section.
  3. Indemnification. User and any Affiliated Organization will be jointly and severally responsible for, and will indemnify, defend, and hold Hey Rafi, its Affiliates, licensors, and service providers, and all officers, directors, employees and successors and assigns thereof (“Hey Rafi Indemnified Parties”) free and harmless from all damages, liabilities, charges, and expenses (including reasonable attorneys’ fees) from all claims, lawsuits, or other proceedings arising out of or relating to: (i) User’s or any Affiliated Organization’s use of the Subscription Service, including without limitation, User Data and any communication, solicitation, or marketing activity to Sales Leads conducted by User or any Affiliated Organization through the Subscription Service, in a manner not permitted by this Agreement, not permitted by Hey Rafi, or not in conformance with Hey Rafi’s written requirements; (ii) User’s or any Affiliated Organization’s failure to comply with applicable laws and regulations (including, without limitation, 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 laws data privacy and security laws), (iii) any acts or omissions (negligent, willful or otherwise) of User or any Affiliated Organization or the breach of any term of this Agreement; (iv) any claim of infringement of any right resulting in any way from the use of the Subscription Service with other software or materials not provided to User or any Affiliated Organization by or not approved by Hey Rafi or any claim of infringement, misappropriation, or violation of any other proprietary right by any User Data; or (v) any errors or inaccuracies contained in the User Data or the Consent Classification Matrix as delivered by User or any Affiliated Organization to Hey Rafi; provided, however, that User and any Affiliated Organization shall not be obligated to indemnify the Hey Rafi Indemnified Parties to the extent that the damages result from a breach by Hey Rafi of its obligations under this Agreement. For any third party claim covered under this indemnification provision, Hey Rafi will notify User upon becoming aware of the claim, and User and any Affiliated Organization will also defend such claim at their expense if instructed by Hey Rafi to do so. If Hey Rafi or our partners or licensors are obligated to respond to a third party subpoena or other compulsory legal order or process, User and any Affiliated Organization will also reimburse Hey Rafi for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.
  4. No Reliance. Any reliance User or any Affiliated Organization place on the Subscription Service, Hey Rafi Content, User Data, Third Party Data, any purchase and sales agreements delivered to Sales Leads, and/or any Consent Classification Matrix is strictly at User’s and any Affiliated Organization’s own risk. Hey Rafi disclaims all liability and responsibility arising from any reliance placed on such materials by User or any Affiliated Organization or by anyone who may be informed of or exposed to such materials, including, without limitation, Sales Leads.   HEY RAFI DOES NOT INTEND TO PROVIDE USER OR ANY AFFILIATED ORGANIZATION WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SUBSCRIPTION SERVICE.  All statements, conclusions, and/or opinions expressed in the Third Party Data, Consent Classification Matrix and User Data are solely the statements, conclusions, and/or opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the statements, conclusions, and/or opinions of Hey Raf i.  Hey Rafi is not responsible, or liable to User, any Affiliated Organization or any third party, including, without limitation, any Sales Leads, for the content or accuracy of any such materials provided by or to User, any Affiliated Organization, or any third parties.
  5. Rights and Remedies. All rights and remedies conferred by this Agreement or by law are cumulative and may be singularly or concurrently exercised. User and any Affiliated Organization acknowledge that any unauthorized use, copying, disclosure, distribution of the Software or any related methods, algorithms, techniques, processes or other information, will cause Hey Rafi irreparable harm for which there might be no adequate remedy at law, entitling Hey Rafi to injunctive relief in addition to any other legal or equitable remedies, without posting a bond or proving monetary damage.
  6. Force Majeure. User, on behalf of User and any Affiliated Organization, agree that Hey Rafi is not responsible to User or any Affiliated Organization for anything that Hey Rafi may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of nature, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond Hey Rafi’s control.
  7. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by User or any Affiliated Organization without the prior written consent of Hey Rafi, and any such assignment without such prior written consent will be null and void. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
  8. Waivers. No waiver of any provision of this Agreement will be binding unless set forth in a writing signed by the Party granting the waiver. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof.
  9. Notices. If User or any Affiliated Organization provides their email address to Hey Rafi through the Subscription Service, or by e-mailing Hey Rafi directly, User and any Affiliated Organization agree that Hey Rafi may communicate with User and any Affiliated Organization electronically regarding administrative, security and other issues relating to use of the Subscription Service. User and any Affiliated Organization agree that any notices, agreements, disclosures or other communications that Hey Rafi sends electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect User’s or any Affiliated Organization’s statutory rights.
  10. Governing Law. This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
  11. Enforcement. If any Party will institute legal action to enforce or interpret the terms and conditions of this Agreement or to collect any monies under it, venue for any such action is exclusively the courts located in the State of New York. Each Party irrevocably consents to the jurisdiction of the courts located in the State of New York for all suits or actions arising out of this Agreement. Each Party waives, to the fullest extent possible, the defense of an inconvenient forum, and each agrees that a final judgment in any action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
  12. Waiver of Jury Trial. EACH PARTY HEREBY 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 OR RELATING OR INCIDENTAL HERETO.
  13. Severability. Each provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of the Agreement.
  14. Headings. All section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
  15. Entire Agreement. 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 between them respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of this Agreement that are not fully set forth herein.
  16. Surviving Terms. In addition to this Section 31, the provisions of Sections 1, 7(b), 8, 9, 10, 11(d), 13(d), and 14 through 34, and any other obligation under this Agreement which is to survive or be performed after termination of this Agreement shall survive the termination of this Agreement.
  17. Trademarks; Publicity. Hey Rafi shall have the right to use User’s and any Affiliated Organization’s name and logo to publicly disclose (including on client lists published on Hey Rafi’s Website) that User and any Affiliated Organization are users of Hey Rafi’s services.
  18. Contact Information. If you have any questions about the Subscription Service or this Agreement, please contact us at – https://heyrafi.com/contact/.
  19. Third Party Beneficiaries. Certain of Hey Rafi’s licensors and suppliers and the Hey Rafi Indemnified Parties may be third party beneficiaries of this Agreement and have the right to enforce this Agreement against User and any Affiliated Organization.

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