1. Agreement to these Terms

These Terms of Service ("Terms") are a legally binding agreement between you and FLOWVERSE HOLDINGS LLC, doing business as YayTrack ("YayTrack," "we," "us," or "our"). They govern your access to and use of our website at yaytrack.com, our web applications, and any related products and services that refer or link to these Terms (collectively, the "Services").

By creating an account, clicking to accept, or otherwise using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you are entering into these Terms on behalf of a brokerage, team, or other organization, you represent that you have the authority to bind that organization, and "you" refers to that organization. If you do not agree to all of these Terms, you are prohibited from using the Services and must discontinue use immediately.

The Services are intended for users who are at least 18 years old and capable of forming a binding contract. Supplemental terms or documents posted on the Services from time to time are incorporated here by reference. We may modify these Terms from time to time; if we make material changes, we will update the "Last updated" date above and notify you through the Services or by email before the changes take effect, and your continued use after the effective date means you accept the revised Terms. We recommend that you keep a copy of these Terms for your records.

2. Our Services

YayTrack is a real estate transaction coordination and back-office platform that helps agents, teams, and brokerages manage transactions from contract to close, including transaction management, document coordination, deadline tracking, compliance assistance, communication support, and workflow organization.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or would subject us to any registration requirement. Persons who access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

The Services are not tailored to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). If your interactions with the Services would be subject to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

3. Accounts & registration

You may be required to register to use the Services. You agree to provide accurate, current, and complete account information, including your name, work email, brokerage or team affiliation, and role, and to keep it updated so we can provision the correct seat and permissions. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that it is inappropriate, obscene, or otherwise objectionable.

You are responsible for safeguarding your credentials and for all activity that occurs under your account. Keep your password confidential, enable multi-factor authentication where available, and notify us promptly at contact@yaytrack.com if you suspect any unauthorized access to your account or to a transaction file.

4. User representations

By using the Services, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete; (2) you will maintain the accuracy of that information; (3) you have the legal capacity to agree to these Terms and will comply with them; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through unauthorized automated or non-human means; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation, including the real estate licensing and advertising rules that apply to you.

Clause (5) does not restrict your use of integrations, interfaces, or automation features that we provide or authorize as part of the Services. If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any current or future use of the Services.

5. Subscriptions, purchases & payment

Paid plans are billed in advance on a recurring per-seat basis, monthly or annually, and renew automatically until cancelled. You consent to our charging your payment method on a recurring basis without further approval for each charge, until you cancel. Adding seats mid-cycle is prorated; removing seats takes effect at the start of your next billing period.

We accept Visa, American Express, Mastercard, and Discover. All payments are in US dollars. Fees are quoted exclusive of taxes, which we add where required. You agree to provide current, complete, and accurate purchase and payment information and to keep it updated, including your payment method and card expiration date. We may change prices at any time, we will give advance notice before any change to your recurring price, and we reserve the right to correct pricing errors even if we have already requested or received payment. We may refuse or cancel an order where we reasonably suspect error, fraud, or abuse.

Unless required by law, fees are non-refundable and we do not provide refunds or credits for partial periods or unused seats. You can cancel renewal at any time from your billing settings or by emailing contact@yaytrack.com; cancellation takes effect at the end of the then-current paid term.

6. Customer data & content

As between you and YayTrack, you and your clients own the transaction content you submit to the Services, including property details, contracts, disclosures, addenda, deadlines, e-signature records, communications, notes, and party information ("Customer Data"). You grant us a limited license to host, copy, process, transmit, and display Customer Data solely to operate, secure, support, and improve the Services for you. We treat Customer Data as confidential and do not sell it.

You are responsible for the accuracy of Customer Data and for having the rights and consents needed to submit it, including consent from buyers, sellers, and other parties whose personal information appears in a file. You will not upload content that is unlawful, infringing, or defamatory, or that you do not have the right to share.

We maintain regular backups and an audit trail, but you are responsible for maintaining your own records of completed transactions as required by your broker and applicable law. Except as expressly stated in these Terms or required by law, we will have no liability to you for any loss or corruption of transmitted data.

7. Feedback

By sending us any question, comment, suggestion, idea, or other feedback about the Services ("Feedback"), you assign to us all intellectual property rights in that Feedback, and you agree that we may use and share it for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. Do not send us Feedback that you consider confidential or proprietary.

8. Intellectual property

We are the owner or the licensee of all intellectual property rights in the Services, including all source code, databases, functionality, software, website designs, workflows, deadline-calculation logic, templates, text, and graphics (the "Content"), as well as the YayTrack name, logo, and other trademarks and service marks (the "Marks"). The Content and Marks are protected by copyright, trademark, and other intellectual property and unfair competition laws of the United States and other jurisdictions.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services, and to download or print materials to which you have properly gained access, solely for your internal business purposes during your subscription. We reserve all rights not expressly granted to you in the Services, Content, and Marks.

Except as set out in these Terms, no part of the Services, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any purpose without our express prior written permission; requests may be sent to contact@yaytrack.com. Any breach of this section is a material breach of these Terms, and your right to use the Services will terminate immediately.

9. AI features

The Services include features powered by artificial intelligence that automatically generate documents, timelines, summaries, draft communications, and other outputs from the information in your files ("AI Outputs"). AI Outputs may contain errors or omissions, may not reflect the most current legal or contractual requirements, and may not fit your specific contract, jurisdiction, or brokerage policy.

AI Outputs are not legal, financial, tax, brokerage, or other professional advice. You and the licensed professionals on your team are responsible for reviewing AI Outputs before relying on them or delivering them to any party, and for all decisions made using them. As between you and YayTrack, you own the AI Outputs generated from your Customer Data; they are provided "AS IS" and without warranty of any kind.

You may not use AI features to generate unlawful, deceptive, or infringing content, to violate the usage policies of our AI service providers, or to develop or train a competing product, service, or model.

10. Acceptable use

You may use the Services only for lawful real estate transaction coordination and related business operations, in compliance with applicable law, your brokerage policies, and the real estate licensing and advertising rules that apply to you. You agree not to: systematically retrieve data or other content from the Services to create a collection, compilation, database, or directory without our written permission; trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords; circumvent, disable, or otherwise interfere with security features of the Services; upload or transmit viruses, Trojan horses, or other harmful material; or use any information obtained from the Services to harass, abuse, or harm another person.

You further agree not to: make improper use of our support services or submit false reports of abuse or misconduct; engage in unauthorized framing of or linking to the Services; delete copyright or other proprietary notices from any Content; impersonate another user or person or misrepresent a party to a transaction; upload material that acts as a passive or active information collection or transmission mechanism; interfere with, disrupt, or create an undue burden on the Services or connected networks; harass, intimidate, or threaten our employees or agents; copy or adapt the Services software; except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any part of the Services; use any robot, scraper, or other unauthorized automated means to access the Services; collect usernames or email addresses of users to send unsolicited communications; or create accounts by automated means or under false pretenses.

You may not use the Services or Content to build, train, or improve a product or service that competes with YayTrack, resell or make the Services available to anyone outside your organization except through the sharing features built into the Services, or sell or otherwise transfer your account. We may investigate suspected violations and may suspend access that we reasonably believe violates this section.

11. Third-party services

The Services integrate with third-party tools that you choose to connect, such as e-signature providers, email and SMS delivery, calendar systems, and MLS or document sources. Your use of those services is governed by their own terms and privacy practices, and we are not responsible for their availability, accuracy, or conduct.

Connecting a third-party service authorizes YayTrack to exchange the data necessary to provide the integration. You may disconnect an integration at any time from your account settings.

12. Software

We may include software for use in connection with the Services. If that software is accompanied by an end user license agreement ("EULA"), the EULA governs your use of it. Otherwise, we grant you a non-exclusive, revocable, non-transferable license to use the software solely in connection with the Services and in accordance with these Terms. Any software and related documentation are provided "AS IS" without warranty of any kind, and you accept any and all risk arising out of its use or performance. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms.

13. Services management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including reporting that user to law enforcement authorities; (3) refuse, restrict access to, limit the availability of, or disable any of your content or any portion of it, in our sole discretion and without limitation, notice, or liability; (4) remove from the Services or otherwise disable files and content that are excessive in size or burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate their proper functioning.

14. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy at yaytrack.com/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.

The Services are hosted in the United States. If you access the Services from another region with laws governing personal data collection, use, or disclosure that differ from United States law, then through your continued use of the Services you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed there.

15. Copyright infringement

We respect the intellectual property rights of others. If you believe that material available on or through the Services infringes a copyright you own or control, please notify us at contact@yaytrack.com with: an identification of the copyrighted work; the location of the allegedly infringing material on the Services; your name, address, telephone number, and email address; a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in your notification is accurate and that you are the owner of the copyright or authorized to act on the owner’s behalf.

A copy of your notification will be sent to the person who posted or stored the material it addresses. Under applicable law, you may be held liable for damages if you make material misrepresentations in a notification, so if you are unsure whether material infringes your copyright, consider contacting an attorney first. We may remove allegedly infringing material and may terminate the accounts of repeat infringers.

16. Term & termination

These Terms remain in full force and effect while you use the Services. Without limiting any other provision, we reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Services to any person for any reason or for no reason, including for breach of any representation, warranty, or covenant in these Terms or of applicable law, and to terminate your use of the Services or delete your account and content at any time. You may stop using the Services and cancel your subscription at any time from your account settings.

If we terminate or suspend your account, you are prohibited from registering a new account under your name, a fake or borrowed name, or the name of any third party, even if you are acting on that party’s behalf. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

On termination, your right to use the Services ends. Your transaction records remain read-only and exportable for 90 days, after which they may be deleted in accordance with our standard schedule unless a longer retention period is required by law or your brokerage policy.

17. Modifications & interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time and for any reason at our sole discretion, and we have no obligation to update information on the Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee that the Services will be available at all times. Hardware, software, or other problems, or maintenance related to the Services, may result in interruptions, delays, or errors. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance, and nothing in these Terms obligates us to maintain and support the Services or to supply corrections, updates, or releases in connection with them.

18. Governing law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Wyoming applicable to agreements made and to be entirely performed within the State of Wyoming, without regard to its conflict of law principles.

Savings clause. Notwithstanding the choice of Wyoming law, the parties agree to comply with all mandatory local real estate licensing and disclosure laws of the jurisdiction where the property transaction occurs. Nothing in these Terms excuses compliance with any law that applies to a transaction or to a licensee regardless of the parties’ choice of law.

19. Dispute resolution

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each, a "Dispute"), you and YayTrack agree to first attempt to negotiate any Dispute informally for at least sixty (60) days before initiating arbitration. Informal negotiations commence upon written notice from one party to the other.

Binding arbitration. Any Dispute not resolved through informal negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted before a single arbitrator, in English, with its seat in the State of Wyoming, and judgment on the award may be entered in any court of competent jurisdiction. You and YayTrack each waive the right to a trial by jury.

Restrictions. You and YayTrack agree that any arbitration will be limited to the Dispute between us individually. To the full extent permitted by law, no arbitration will be joined with any other proceeding, no Dispute may be arbitrated on a class-action basis or through class-action procedures, and no Dispute may be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions. The following Disputes are not subject to the provisions above concerning informal negotiations and binding arbitration: any Dispute seeking to enforce or protect, or concerning the validity of, a party’s intellectual property rights; any Dispute related to allegations of theft, piracy, invasion of privacy, or unauthorized use; and any claim for injunctive relief. If this provision is found to be illegal or unenforceable as to a particular Dispute, that Dispute will be decided by the state or federal courts located in Wyoming, and the parties consent to the personal jurisdiction of those courts.

20. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

21. Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT, INCLUDING DEADLINE CALCULATIONS AND GENERATED DOCUMENTS, AND WE ASSUME NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN CONTENT, ANY UNAUTHORIZED ACCESS TO OUR SERVERS OR THE PERSONAL OR FINANCIAL INFORMATION STORED ON THEM, ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES, OR ANY VIRUSES OR OTHER HARMFUL CODE TRANSMITTED BY THIRD PARTIES.

YayTrack is a transaction coordination platform, not a law firm, brokerage, title company, or escrow agent, and we do not provide legal, financial, tax, or real estate advice. No attorney-client relationship is created by your use of the Services. You remain responsible for verifying dates, contingencies, documents, and compliance with your contract, your broker, and applicable law, and for exercising your own professional judgment.

22. Limitation of liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, OR LOSS OF DATA, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE FOUR (4) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR (B) ONE HUNDRED US DOLLARS (USD 100).

Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

23. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Customer Data; (2) your use of the Services; (3) your breach of these Terms or of the representations and warranties in them; (4) your violation of the rights of a third party, including intellectual property rights and the rights of a party to a transaction; or (5) any overt harmful act toward any other user of the Services with whom you connected through the Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

24. Electronic communications & signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.

YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or the delivery or retention of non-electronic records, or that require payments or the granting of credits by any means other than electronic means.

25. SMS text messaging

By opting in to YayTrack text messaging, you expressly consent to receive text messages (SMS) at the mobile number you provide. Messages may include account alerts, transaction and deadline updates, responses to inquiries, appointment reminders, and, where you have separately agreed, marketing communications. Consent to receive text messages is not a condition of any purchase.

You can stop receiving SMS messages at any time by replying "STOP" to any message; you may receive one message confirming your opt-out, after which we will no longer send you SMS messages unless you opt in again. Reply "HELP" for assistance, email contact@yaytrack.com, or call +1 240-616-4441.

Message and data rates may apply and are determined by your carrier and mobile plan. Carriers are not liable for delayed or undelivered messages. Mobile opt-in information and consent are not shared with third parties or affiliates for their marketing purposes.

26. California users & residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

27. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms does not operate as a waiver of that right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We are not responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part is severable from these Terms and does not affect the validity and enforceability of the remaining provisions. No joint venture, partnership, employment, or agency relationship is created between you and us as a result of these Terms or your use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them, and you waive any defenses you may have based on the electronic form of these Terms and the lack of signing by the parties to execute them.

28. Contact

To resolve a complaint regarding the Services or to receive further information about their use, contact us at FLOWVERSE HOLDINGS LLC, 2 S Biscayne Blvd, Miami, FL 33131, United States, by phone at +1 240-616-4441, or by email at contact@yaytrack.com.