Terms of Service

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Be a legal resident or have a registered business in a jurisdiction where the Services are available
• Have the legal capacity and authority to enter into these Terms
• If registering on behalf of an organization, have the authority to bind that organization to these Terms
• Comply with all applicable United States federal and state laws, including computer-fraud, anti-spam (the CAN-SPAM Act), the TCPA, and anti-money-laundering laws

3.2 Account Registration

When creating an Account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your Account information
• Keep your password secure and confidential
• Accept responsibility for all activities occurring under your Account
• Notify us immediately of any unauthorized access or security breach
• Provide valid business documentation upon request (business license, government-issued identification, etc.)

3.3 Account Verification

We reserve the right to verify your identity and business credentials at any time. You agree to cooperate with our verification procedures, which may include providing copies of identification documents, business licenses, or other documentation required under applicable law.

5.1 Subscription Plans

We offer various Subscription plans with different features, user limits, and pricing. The current plans and pricing are available on our website. You may upgrade or downgrade your Subscription at any time, with changes taking effect at the start of the next billing cycle.

5.2 Free Trial

We may offer a free trial period for new users. During the trial, you will have access to specified features. At the end of the trial period, your Account will automatically convert to a paid Subscription unless you cancel before the trial ends. We will notify you before any charges are applied.

5.3 Payment Terms

By subscribing to our Services:

• All fees are quoted and payable in the currency specified (USD or as displayed)
• Subscription fees are billed in advance on a monthly or annual basis
• You authorize us to charge your designated payment method for all fees
• All fees are exclusive of applicable taxes (including applicable sales, use, or similar taxes)
• Payment is due immediately upon invoice unless otherwise agreed in writing
• We accept major credit cards, bank transfers, and other payment methods as specified

5.4 Price Changes

We reserve the right to modify our pricing with at least 30 days' advance notice. Price changes will take effect at the start of your next billing cycle. If you do not agree with a price change, you may cancel your Subscription before the new pricing takes effect.

5.5 Late Payments and Non-Payment

If payment is not received within 7 days of the due date, we may suspend your access to the Services. Outstanding amounts may accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to engage collection agencies and pursue legal remedies for unpaid amounts.

5.6 Refund Policy

Refunds are handled as follows:

• Annual Subscriptions: Eligible for a prorated refund within the first 30 days of the initial subscription or renewal
• Monthly Subscriptions: Generally non-refundable; however, we may consider refund requests on a case-by-case basis
• Service Issues: If the Services are materially unavailable for more than 72 consecutive hours due to issues within our control, you may be eligible for service credits

Refund requests should be submitted to billing@yallacrm.ai with your Account details and reason for the request.

6.1 Permitted Use

You may use the Services only for lawful business purposes in accordance with these Terms. You are responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and industry standards.

6.2 Prohibited Conduct

You agree NOT to use the Services to:

• Violate any applicable United States federal or state laws, including computer-fraud, consumer-protection, anti-spam, and anti-money-laundering laws
• Send spam, unsolicited commercial messages, or engage in any form of bulk messaging without proper consent
• Harass, threaten, defame, or intimidate any person
• Distribute content that is obscene, pornographic, violent, or promotes illegal activities
• Infringe on any third party's intellectual property rights, privacy rights, or other legal rights
• Transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to our systems, other users' accounts, or any connected systems
• Interfere with, disrupt, or create an undue burden on the Services or networks
• Use automated systems (bots, scrapers, etc.) without our written permission
• Circumvent any security measures or access controls
• Impersonate any person or entity, or misrepresent your affiliation
• Collect or harvest user data without proper authorization
• Violate WhatsApp, Meta, or other third-party platform terms of service
• Engage in any activity that could damage our reputation or goodwill
• Use the Services for any unlawful purpose or any purpose that violates applicable law or public policy

6.3 Messaging Compliance

When using our messaging features, you must:

• Obtain proper consent from recipients before sending marketing messages
• Honor opt-out requests promptly (within 24 hours)
• Comply with applicable U.S. regulations on electronic communications, including the TCPA and the CAN-SPAM Act
• Comply with WhatsApp Business Policy and Meta Platform Terms
• Maintain accurate records of consent for at least 3 years
• Include your business identity in all commercial messages
• Avoid sending messages during inappropriate hours (before 8 AM or after 9 PM local time) unless the recipient has consented

7.1 Ownership of Customer Data

You retain all ownership rights to Customer Data you submit through the Services. We claim no ownership over your Customer Data.

7.2 License to Customer Data

By using the Services, you grant us a limited, non-exclusive, worldwide license to access, process, store, and transmit Customer Data solely for the purpose of providing the Services and as otherwise described in our Privacy Policy.

7.3 Your Responsibilities

You are responsible for:

• Ensuring you have all necessary rights and consents to collect, process, and share Customer Data
• Complying with applicable U.S. privacy laws and other applicable data protection laws
• Maintaining appropriate security measures for Customer Data under your control
• Responding to data subject requests from your customers
• Notifying us promptly of any data breaches affecting Customer Data

7.4 Data Processing Agreement

For processing of personal data covered by applicable U.S. privacy laws, our Data Processing Agreement (available upon request) forms part of these Terms. The DPA sets out the parties' obligations regarding data processing, security measures, and international transfers.

8.1 WhatsApp and Meta Integrations

Our Services integrate with WhatsApp, Instagram, and Facebook (collectively, "Meta Services"). By using these integrations:

• You agree to comply with Meta's Terms of Service, WhatsApp Business Policy, and Community Standards
• You acknowledge that Meta may modify, suspend, or discontinue its services at any time
• You understand that changes to Meta's APIs may affect the functionality of our Services
• You accept that we are not responsible for actions taken by Meta, including account suspensions

8.2 Third-Party Service Providers

We may use third-party service providers to deliver certain features. Your use of such features may be subject to additional terms from those providers. We are not liable for the actions, products, or services of third-party providers.

8.3 API Access

If you access our APIs, you agree to our API Terms of Use (available separately) and accept rate limits, usage restrictions, and technical requirements we may impose.

9.1 Our Intellectual Property

The Services, including all software, algorithms, designs, text, graphics, logos, icons, images, audio clips, and data compilations, are owned by or licensed to Yalla CRM and are protected by United States and international intellectual property laws. All rights not expressly granted are reserved.

9.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the Subscription term. You may not sublicense, sell, resell, or otherwise transfer this license.

9.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble the Services
• Remove or alter any proprietary notices or labels
• Use our trademarks, trade names, or logos without written permission
• Frame or mirror any part of the Services
• Access the Services to build a competitive product or service

9.4 Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without any obligation to you.

11.1 Availability

We strive to maintain 99.9% uptime for our Services, excluding scheduled maintenance and circumstances beyond our control. We do not guarantee uninterrupted access and shall not be liable for any downtime or service interruptions.

11.2 Maintenance

We may perform scheduled maintenance during off-peak hours with at least 24 hours' advance notice when possible. Emergency maintenance may be performed without notice when necessary to protect the integrity or security of the Services.

11.3 Support

Support is provided according to your Subscription plan. Standard support is available during U.S. business hours (Monday–Friday, 9 AM–6 PM Eastern Time). Premium support plans may include extended hours, priority response, and dedicated account management.

11.4 Modifications to Services

We reserve the right to modify, update, or discontinue any aspect of the Services at any time. For material changes that negatively affect your use, we will provide at least 30 days' notice. If you do not agree with material changes, you may terminate your Subscription.

12.1 Term

These Terms commence when you create an Account or begin using the Services and continue until terminated. Your Subscription term is specified in your order and will automatically renew for successive periods unless cancelled before the renewal date.

12.2 Termination by You

You may terminate your Subscription at any time by providing notice through your Account settings or by contacting support@yallacrm.ai. Termination will be effective at the end of your current billing period. No refunds will be provided for unused portions of prepaid Subscriptions except as stated in Section 5.6.

12.3 Termination by Us

We may suspend or terminate your Account immediately, without prior notice, if:

• You breach these Terms or our Acceptable Use Policy
• You fail to pay fees when due after notice and a 7-day cure period
• Your use of the Services poses a security risk or may harm other users
• We are required to do so by law or government order
• You engage in fraudulent, illegal, or unethical conduct
• Your Account remains inactive for more than 12 months
• WhatsApp, Meta, or other platform partners terminate our access

12.4 Effect of Termination

Upon termination:

• Your right to access the Services immediately ceases
• We will retain your data for 30 days, during which you may request export of your Customer Data
• After 30 days, we will delete your data except as required by law or for legitimate business purposes
• Any outstanding fees become immediately due and payable
• Provisions that by their nature should survive termination will remain in effect (including Sections 9, 10, 13, 14, 15, 16, 17)

13.1 Services "As Is"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 No Guarantee

We do not warrant or guarantee that:

• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Services will be accurate or reliable
• The Services will meet your specific requirements or expectations
• Any errors or defects in the Services will be corrected
• The Services will be compatible with all devices, browsers, or third-party software

13.3 Third-Party Platforms

We are not responsible for the availability, accuracy, or reliability of WhatsApp, Instagram, Facebook, or any other third-party services. Changes to third-party platforms may affect our Services, and we shall not be liable for any resulting issues.

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YALLA CRM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100).

14.3 Exceptions

The limitations in this section do not apply to: (a) liability arising from fraud, gross negligence, or willful misconduct; (b) your breach of Section 6 (Acceptable Use Policy); (c) your indemnification obligations; or (d) any liability that cannot be excluded under applicable law.

16.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Wyoming and applicable United States federal law, without regard to conflict-of-laws principles. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, United States.

16.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Services shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiations within 30 days of written notice of the dispute.
• Mediation: If negotiation fails, the parties shall attempt mediation through a mutually agreed mediator.
• Arbitration: If mediation fails, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Wyoming, United States, in the English language, by a single arbitrator appointed in accordance with the AAA Rules.

16.3 Exclusive Jurisdiction

Notwithstanding the above, either party may seek injunctive or other equitable relief in the state and federal courts located in the State of Wyoming, United States, to prevent imminent or ongoing harm. The parties irrevocably submit to the exclusive jurisdiction of those courts for such matters.

16.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this waiver is found unenforceable, the parties agree that the entire arbitration agreement shall be void.

17.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement (if applicable), and any additional terms for specific features, constitute the entire agreement between you and Yalla CRM regarding the Services and supersede all prior agreements and understandings.

17.2 Amendments

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be notified via email or through the Services at least 30 days before taking effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

17.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Yalla CRM.

17.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

17.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, government actions, power failures, internet disruptions, or pandemics.

17.7 Notices

All notices under these Terms shall be in writing and delivered by email, registered mail, or courier. Notices to us should be sent to legal@yallacrm.ai or our registered address. Notices to you will be sent to the email address associated with your Account.

17.8 Language

These Terms are provided in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

17.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17.10 Export Compliance

You agree to comply with all applicable export control laws and regulations, including United States export regulations and any applicable international sanctions.