Terms of Service

These Terms of Service ("Terms") are entered into as of the Effective Date by and between Riya Platforms, Inc. ("Riya Platforms," "we," or "us") and Customer ("Customer," "you"). They govern your subscription to and use of FlipFindr.

Authority Warranty: These Terms are accepted once on behalf of Customer, by one individual with authority to bind it. By accepting these Terms, accessing, or using FlipFindr, the individual accepting represents and warrants that they are at least 18 years of age and possess the full legal capacity and authority to bind Customer (the company, entity, or organization named above) to these Terms. That acceptance binds Customer and every user of its workspace, whether or not those users accept these Terms themselves.

Prior agreements. If you previously accepted the FlipFindr Beta Software Evaluation and Case Study Agreement, these Terms replace it in full as of the date above and govern your use of FlipFindr from that date forward. Consents you have already given under that agreement, and materials already published in reliance on them, are unaffected.

1. The Service

FlipFindr is a software-as-a-service platform for real estate investors (the "Service"). It collects publicly available real estate listing data through a third-party data partner, organizes that data into leads within the counties you subscribe to, and provides tooling for you to review, approve, and send SMS outreach to listing agents and owners, together with reporting on the responses you receive.

Subject to these Terms and to payment of the applicable fees, Riya Platforms grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your own internal business purposes during your subscription term.

FlipFindr is a tool. It does not provide real estate, brokerage, legal, tax, or investment advice, and nothing it surfaces is a recommendation to buy, sell, or contact anyone.

2. Accounts and Users

Your workspace may contain multiple users, each with a role that determines what they can do. You are responsible for:

• The accuracy of the account and business information you provide, including anything we rely on to register you with carriers under Section 8;
• All activity that occurs under your workspace and under your users' credentials, whether or not you authorized it;
• Keeping credentials confidential, and notifying us promptly at support@riyaplatforms.com if you believe an account has been compromised;
• Ensuring that every user you invite is at least 18 years of age and is acting within the scope of your business. If a user you invite is under 18, that is a breach of these Terms, and we may remove the account without notice on becoming aware of it.

Each user is separately asked to acknowledge our Privacy Policy, because that notice is owed to each individual whose personal information we process. That acknowledgement is not an acceptance of these Terms, which are accepted once for Customer as described above.

You may not share a single user account among multiple people, or resell, sublicense, or provide access to the Service to any third party.

3. County Coverage

Access to leads is scoped to the counties on your subscription. Coverage is limited but not exclusive. We cap how many customers may hold a given county at any one time, but holding a county does not give you sole rights to it, and other customers may hold the same county at the same time. Any statement to the contrary, wherever it appears, does not form part of these Terms.

You may add or remove counties at any time, subject to availability and to the billing consequences in Section 4. Availability of a county is not guaranteed and may change.

4. Subscription, Fees, and Billing

• Structure. Your subscription consists of a plan fee plus a per-county fee charged for each county on your subscription. Current prices are shown to you at checkout and in your billing settings before you commit to them.
• Interval. You subscribe on either a monthly or a quarterly interval, selected at checkout. Your subscription renews automatically at the end of each interval, at the then-current price, until you cancel.
• Payment. Payments are handled by our third-party payment processor. You must keep a valid payment method on file. You authorize us to charge that method for all fees due, including fees for counties added mid-term.
• Adding counties. Adding a county takes effect immediately and generates an immediate invoice, prorated for the remainder of the current billing period.
• Removing counties. Removing a county reduces your future invoices. It does not generate a credit or a refund for the current billing period, and access to that county's leads ends at the close of the period you have already paid for.
• Taxes. Fees are exclusive of sales, use, VAT, and similar taxes. You are responsible for those, other than taxes on our income.
• Failed payment. If a payment fails, we may suspend access to the Service until the balance is settled. Your data is retained during a suspension, subject to Section 14.
• Price changes. We may change prices effective at the start of a renewal interval. We will give you at least thirty (30) days' notice by email before a change takes effect, and you may cancel before renewal if you do not accept it.
• No refunds. Except where these Terms say otherwise or the law requires it, fees are non-refundable, and we do not provide refunds or credits for partial periods, unused counties, or periods in which you did not use the Service.

5. Trial Period

Where a free trial is offered, it runs for fourteen (14) days from the start of your subscription. A payment method is required to begin a trial. Unless you cancel before the trial ends, your subscription converts automatically to a paid subscription and your payment method is charged.

Trials are not available in every case. In particular, a trial is not offered where a referral discount is applied to your subscription, or where a trial has already been used or waived for your account. Whether a trial applies to you is shown at checkout.

The trial period runs from the start of your subscription and is not extended by the time taken to complete carrier registration under Section 8, which depends on carrier review outside our control.

6. Referral Discounts

If you sign up through a referral link or apply a referral code, a discount may be applied to your subscription for the duration stated at checkout. Referral discounts and free trials do not combine, so taking a referral discount means the trial in Section 5 is not offered. We may modify or discontinue referral offers at any time, without affecting a discount already applied to an existing subscription.

7. Listing Data

• Third-party sources. Listing data is collected from publicly available property listings by a third-party data partner. We do not create it, and we do not independently verify it.
• Provided as-is. Listing data may be incomplete, stale, mispriced, duplicated, or wrong. You are responsible for independently verifying any listing, price, property detail, or contact detail before you act on it or contact anyone about it.
• No availability guarantee. Because delivery depends entirely on third-party availability, we do not guarantee continuous, accurate, or uninterrupted delivery of listing data. Access to a source may be modified, delayed, or discontinued without liability to us if a third-party platform changes its terms, pricing, or technical barriers.
• Functional inputs, not a data product. Listing data, and the agent and owner contact details attached to it, are made available as functional inputs to the Service's own workflow and messaging features. They are staged so that your users can open a record and decide, one record at a time, whether to contact that person. They are not licensed, sold, or supplied to you as a dataset. Your right to use them is limited to your active use of the Service and ends with your subscription.
• Contact details stay in the platform. Phone numbers, email addresses, and license identifiers sourced through our data partner are not included in any bulk export the interface offers. An export carries workflow metadata, such as status, tags, journey, and dates. Extracting contact details from the Service by any other means is prohibited under Section 9.
• Third-party terms. You are responsible for complying with the terms of any third-party platform, listing service, or professional association that applies to your own activities and licensure.

8. SMS Messaging and Compliance

Sending text messages to real estate professionals and property owners is subject to strict federal and state regulation, including the Telephone Consumer Protection Act ("TCPA") and its implementing rules, state telemarketing and solicitation statutes, and carrier requirements. You are the sender of every message you send through FlipFindr. You decide who to contact, what to say, when to say it, and whether to send at all. We provide the software that stages and transmits what you direct.

• You control the final content. A message reaches the send step one of two ways: one of your users composes it directly, or the Service stages a draft from the journeys and templates you configured. Either way, before anything is sent that user may edit it, rewrite it, replace it entirely, or discard it unsent. What leaves the platform is the text your user released, and the final content of every message is yours.
• Affirmative review before sending. FlipFindr does not send outreach on its own. Journeys, templates, and triggers that you configure may stage a draft automatically, but a staged draft is not a sent message: it waits until one of your users reviews it and releases it for delivery. There is no setting, API, bulk action, or other path in the Service that sends a staged message without that step. You are responsible for that review, and for the content, timing, targeting, and legality of every message you release.
• We do not approve or authorize your messaging. We do not review, approve, authorize, validate, endorse, or determine the legality or regulatory compliance of any message, recipient, list, campaign, or journey. No feature of the Service, and nothing said or done by our staff or support, is a determination that a message may lawfully be sent or that a recipient may lawfully be contacted. The Service stages and facilitates messaging at your direction. The judgment is yours alone.
• Your responsibility. You represent and warrant that you have a lawful basis for each message you send, that your outreach complies with the TCPA, state telemarketing and real estate solicitation law, and all applicable carrier and industry requirements, and that you will maintain whatever records that compliance requires.
• What the platform does. The Service withholds queued messages outside a permitted contact window measured in the recipient's local time. It recognizes standard opt-out keywords, including STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, and QUIT, and suppresses further automated sends to that recipient. It maintains an internal do-not-contact list within your workspace. These are engineering controls, not a compliance guarantee, and they may change.
• What the platform does not do. The Service does not screen numbers against the National Do Not Call Registry or any state do-not-call registry, does not perform wireless or line-type lookups, and does not determine whether you have an established business relationship with, or prior express consent from, any recipient. Those determinations are yours alone, and no feature of the Service should be relied on as making them.
• Do not circumvent. You will not attempt to defeat, disable, or work around opt-out handling, contact windows, the approval step, or any other compliance control in the Service, and you will not use the Service to contact anyone who has opted out.
• Carrier registration. Business messaging in the United States requires A2P 10DLC brand and campaign registration. If you already hold an active registration, you keep it and remain responsible for it. If you ask us to register on your behalf, we do so using information you supply, and you warrant that the information is accurate, complete, and current, and that you will tell us promptly if it changes. Any registration assistance we provide is administrative and technical only. We transcribe and submit what you give us. We do not verify it, and filing on your behalf is not a review, approval, or verification of your business, your use case, your messaging, or your compliance with carrier rules, industry requirements, or law. A carrier or registry approving a registration is their decision about their network, not our endorsement of your campaign. Carriers may filter, throttle, reject, or suspend messaging for reasons outside our control, and we are not liable for messages that carriers do not deliver.
• Messaging fees. Carrier and messaging fees, fines, and penalties assessed against you or against us as a result of your messaging are your responsibility.

9. Acceptable Use

You agree to use FlipFindr only for lawful business purposes. You shall not:

• Use FlipFindr in violation of applicable federal, state, or local law, including telemarketing, privacy, consumer protection, and real estate solicitation law;
• Send unlawful, misleading, deceptive, harassing, threatening, or unauthorized messages;
• Misrepresent your identity, your licensure, or your relationship to a property or transaction;
• Upload, transmit, or process information you do not have the legal right to use;
• Scrape, harvest, bulk-extract, or systematically download listing data, agent or owner records, or contact details from the Service, whether through the interface, an automated agent or script, an integration, or any other means, other than through the export and integration controls the interface itself provides;
• Use those controls, or any individual record access, to assemble a contact list, dataset, or competing product outside the Service;
• Resell, license, rent, publish, or otherwise distribute listing data, contact details, or any other output of the Service to a third party;
• Interact with sourced records other than individually and manually within the Service, except where the Service itself provides a bulk action for that purpose;
• Attempt to gain unauthorized access to FlipFindr, its systems, infrastructure, or related networks, or to another customer's workspace or data;
• Reverse engineer, copy, modify, distribute, resell, sublicense, or create derivative works based on FlipFindr;
• Circumvent technical limitations, security measures, county caps, seat limits, usage restrictions, or access controls;
• Use FlipFindr in a manner that could damage the platform, disrupt availability, or harm other users or third-party providers.

We may investigate suspected misuse, and may suspend or terminate access immediately if we reasonably believe your use creates legal, security, operational, or reputational risk. Suspension or termination under this Section does not limit any other right or remedy available to us.

10. Customer Data, Privacy, and Security

• Two kinds of data. These Terms treat two categories differently. Customer Data is what you bring or make: contacts and lists you upload or import, your templates, journeys, notes, statuses, tags, assignments, and the messages you compose and send. Listing Data is what we source for you, meaning the publicly available property listings and the agent and owner details attached to them, collected by our third-party data partner as described in Section 7. Where the two meet in a single record, such as a sourced agent you have tagged, assigned, and messaged, what you added is Customer Data and the underlying sourced record is not.
• Ownership. As between you and us, you retain all rights in Customer Data. You grant us a non-exclusive license to host, process, transmit, and display Customer Data as necessary to provide, secure, support, and improve the Service. You do not acquire ownership of Listing Data; it is provided as part of the Service on the terms in Section 7, and your access to it ends with your subscription.
• Your warranties. You represent and warrant that you have all rights, permissions, and lawful bases necessary to provide Customer Data to us and to have it processed for your intended purposes.
• Your compliance obligations. You are responsible for ensuring your use of the Service complies with all privacy and data protection law applicable to your activities.
• Roles. For contacts and campaign targets you upload, import, or select, including sourced records you choose to contact, you are the controller and we act as your service provider, processing on your documented instructions. Selecting a sourced record for outreach is your decision and your instruction to us.
• Privacy. Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.
• Security. We implement commercially reasonable technical and organizational measures designed to protect the Service and the data processed through it. No system is perfectly secure, and we do not warrant that the Service will be free of unauthorized access.
• Aggregated data. We may generate and use aggregated and de-identified data derived from use of the Service for analytics, benchmarking, and product development, provided it does not identify you, your users, or your contacts. We will not use your confidential business information for purposes unrelated to providing or improving the Service.

11. Intellectual Property and Feedback

Riya Platforms retains all right, title, and interest in FlipFindr, including its software, architecture, workflows, data integrations, models, and system logic, and in all improvements to them. Nothing in these Terms transfers any ownership interest to you.

Any suggestion, feature request, or bug report you provide becomes the property of Riya Platforms, which may use it without restriction, attribution, or compensation. This does not give us any right to your Customer Data or confidential information.

12. Confidentiality

Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose where legally compelled, after giving the other party notice where lawful.

13. Marketing and Publicity

You grant Riya Platforms a non-exclusive right to identify you as a FlipFindr customer, and to use your business name and logo, in our website, customer lists, and sales and marketing materials, in accordance with any trademark guidelines you provide. You may withdraw this permission at any time by writing to support@riyaplatforms.com, and we will stop using your name and logo in new materials within a reasonable period.

Performance metrics require separate consent. We will not publish your results, meaning lead volumes, response rates, deals sourced, revenue, or any other measure of your outcomes, whether attributed or anonymized, without your separate prior written consent, given for that specific use. This Section grants us no right to your metrics.

14. Term, Suspension, and Termination

• Term. These Terms begin on the date above and continue while you have an active subscription or workspace.
• Cancellation by you. You may cancel at any time from billing settings. Cancellation takes effect at the end of your current billing period. Access continues until then, and fees already paid are not refunded.
• Termination by us. We may terminate or suspend your access to the Service at any time, for any reason or no reason, with or without notice, at our sole discretion.
• Refund on termination by us. If we terminate for convenience, meaning for a reason other than your breach or the conduct described in Sections 8 and 9, we will refund the unused portion of any fees you have prepaid, calculated pro rata from the date access ends. If we terminate for your breach or for that conduct, no refund is due and fees already paid are forfeited.
• Effect. On termination, your right to access the Service ends. For thirty (30) days afterward we will make Customer Data available for export on request, unless we terminated for the conduct described in Section 9. After that we may delete it, subject to the retention described in the Privacy Policy and to our legal obligations.
• Survival. Sections 4 (for amounts accrued), 9, 10, 11, 12, 15, 16, 17, 19, and 20 survive termination.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, ALL LISTING AND THIRD-PARTY DATA, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL BE ACCURATE OR COMPLETE, THAT MESSAGES WILL BE DELIVERED, OR THAT USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.

16. Indemnification

You agree to defend, indemnify, and hold harmless Riya Platforms and its officers, directors, employees, agents, and partners from and against any claim, fine, penalty, carrier fee, assessment, loss, or lawsuit, and all related costs and reasonable attorneys' fees, arising out of or relating to:

• Messages sent through FlipFindr by you or your users, including claims under the TCPA, state telemarketing or do-not-call statutes, and class actions based on them;
• Your Customer Data, or your collection, use, or disclosure of any personal information;
• Your breach of these Terms, or your violation of applicable law or third-party rights, including the terms of any listing service or professional association;
• Information you supplied for carrier registration under Section 8.

We will notify you of any claim, give you control of the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes any obligation or admission on us without our prior written consent.

17. Limitation of Liability

IN NO EVENT SHALL RIYA PLATFORMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, OR FOR REAL ESTATE OR BROKERAGE DISPUTES OR TEXT-MESSAGING CARRIER FINES, WHETHER OR NOT WE WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

RIYA PLATFORMS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, ON ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO RIYA PLATFORMS FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your payment obligations under Section 4 or your indemnification obligations under Section 16. Some jurisdictions do not allow certain exclusions or limitations, and in those jurisdictions our liability is limited to the greatest extent permitted by law. The parties agree these limits are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

18. Changes to These Terms

We may update these Terms. When we do, we will publish the updated version with a new version date. For material changes we will ask that the updated version be accepted the next time an administrator signs in. Your continued use of the Service after a version takes effect constitutes acceptance of it. We keep a record of which version was accepted, by whom, and when, as described in the Privacy Policy.

19. Governing Law and Venue

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

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to these Terms or the Service, and each party waives any objection to that venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

20. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between the parties on this subject and supersede all prior proposals, marketing statements, and agreements, including the Beta Software Evaluation and Case Study Agreement.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.
• No waiver. A failure to enforce any provision is not a waiver of it.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in effect.
• Notices. We give notice by email to your workspace administrators or in the Service. You give notice to support@riyaplatforms.com, or by post to Riya Platforms, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

21. Text Messages From Us

This Section applies to anyone who opts in to receive text messages from Riya Platforms about FlipFindr, whether on our website, in the Service, or on another form we provide, and whether or not you are a customer. If you are not a customer, this Section and our Privacy Policy are the only parts of these Terms that apply to you. It covers messages we send to you. Messages our customers send through the Service are covered by Section 8.

• The program. FlipFindr text messages are sent by Riya Platforms, Inc. There are two kinds, and you opt in to each separately. Customer care messages are replies to your enquiry, account and support updates, and onboarding or scheduling information. Marketing messages are promotional offers, county availability and new feature announcements, and other marketing messages.
• Consent. Opting in to either kind is optional. Consent to receive text messages is not a condition of any purchase.
• Frequency and rates. Message frequency varies. Message and data rates may apply, depending on your carrier and plan.
• Opting out. You can opt out at any time by replying STOP. We also honor STOPALL, UNSUBSCRIBE, CANCEL, END, and QUIT. After you opt out, you will receive one final message confirming it.
• Help. Reply HELP for help, or contact support@riyaplatforms.com.
• Carriers. Supported carriers include most major U.S. wireless carriers. Carriers are not liable for delayed or undelivered messages.
• Changes. We may modify or end the program at any time.
• Privacy. How we handle your phone number and your consent is described in Section 17 of our Privacy Policy. We do not share your mobile opt-in data or consent with third parties.

Acceptance

Accepted electronically. Checking the acceptance box in FlipFindr constitutes your agreement to these Terms and has the same legal effect as a handwritten signature. The accepting user's account, the version accepted, and the date and time of acceptance are recorded by Riya Platforms.

Riya Platforms, Inc. 131 Continental Dr, Suite 305 Newark, DE 19713 United States support@riyaplatforms.com