Enterprise Terms for Paid Organizational Customers
Effective Date: February 20, 2026
Important: This MSA governs paid organizational subscriptions and is intended to provide a comprehensive, enterprise-grade allocation of rights and risk. If you are an individual or free user, please review the public Terms of Service.
If there is a conflict between this MSA and any Order Form, the Order Form controls only with respect to pricing, quantities, and plan-level terms, unless the Order Form expressly states otherwise.
This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between Yashev LLC (“Yashev,” “we,” “us,” or “our”) and the organization identified on the applicable Order Form (“Customer,” “you,” or “your”). This MSA governs Customer’s access to and use of the Yashev Service on a paid subscription basis and supersedes any prior or contemporaneous agreements regarding the subject matter, except as expressly stated herein.
By executing an Order Form, paying for a plan, or authorizing access to the Service under a paid subscription, Customer agrees to be bound by this MSA.
In addition to terms defined elsewhere in this MSA, the following terms have the meanings set forth below:
In the event of a conflict, the order of precedence is: (1) a signed Order Form (only as to pricing, quantities, and plan-level terms); (2) this MSA; (3) Documentation; and (4) any other materials, marketing content, or website pages. Any conflicting or additional terms in Customer purchase orders or procurement portals are rejected and void unless expressly accepted in writing by Yashev.
Yashev will make the Service available to Customer pursuant to this MSA and the applicable Order Form during the Subscription Term. The Service is provided strictly on a hosted SaaS basis. Customer receives no ownership interest in the Service, and no rights are granted except as explicitly stated herein.
No Source Code / No Escrow. Customer has no right to obtain source code, build artifacts, system designs, or operational documentation not publicly provided in Documentation, unless a separate written agreement signed by Yashev expressly provides otherwise.
Subject to Customer’s compliance with this MSA and timely payment of all fees, Yashev grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to permit Authorized Users to access and use the Service for Customer’s internal operations during the Subscription Term.
Authorized Users Under Customer Control. Customer is responsible for its Authorized Users’ compliance and for all activity occurring under Customer’s account, whether authorized by Customer or not. Customer must ensure that credentials are not shared and that access is promptly revoked when a user no longer requires access.
Customer is solely responsible for compliance with Applicable Law regarding Customer’s operations and use of the Service, including data collection, processing, communications, retention, and disclosures. Yashev does not provide legal advice, tax advice, or regulatory compliance determinations.
Customer represents and warrants that it has obtained all required consents, notices, permissions, and lawful bases prior to sending communications using the Service. Customer is solely responsible for compliance with CAN-SPAM, TCPA, state “mini-TCPA” laws, and any consent, opt-out, sender identification, and recordkeeping obligations. Customer acknowledges that Customer (not Yashev) is the sender/initiator of communications created and sent through the Service.
The Service may facilitate donation workflows. Customer acknowledges that payment processing may be performed by Stripe or other third-party processors. Yashev does not directly store full card numbers and is not responsible for payment network rules, processor outages, chargeback decisions, or third-party fraud determinations, except to the extent required by Applicable Law. Customer is responsible for chargebacks, disputes, donor complaints, and charitable solicitation compliance.
If Customer uses the Service to store, process, manage, or retain Background Check Data, Customer is solely responsible for compliance with the Fair Credit Reporting Act (FCRA), state equivalents, consent and disclosure requirements, adverse action procedures, retention rules, dispute handling, and anti-discrimination laws. Customer acknowledges that Yashev does not generate the underlying reports and makes no warranties regarding completeness, accuracy, or suitability of Background Check Data.
If Customer processes data relating to minors (including nursery/youth attendance, check-in/out, guardian contact info, emergency notes, or health information), Customer is solely responsible for providing required notices, obtaining parental/guardian consents, and complying with COPPA and all applicable child protection and privacy laws. Customer represents and warrants it has policies and controls to limit access to such data to authorized personnel.
Customer shall not (and shall not permit any Authorized User or third party to):
Yashev may monitor usage for security, compliance, and service protection purposes, consistent with Applicable Law and our Privacy Policy.
Ownership. As between the parties, Customer owns Customer Data. Customer grants Yashev a worldwide, royalty-free license to host, store, process, transmit, and display Customer Data solely as needed to provide, maintain, secure, and improve the Service, comply with Applicable Law, prevent fraud, and enforce these Terms.
Controller/Processor Allocation. Customer acknowledges it is typically the “controller” (or equivalent) of Customer Data and Yashev acts as a “processor” (or service provider) for purposes of certain data protection laws. Customer is responsible for lawful bases, notices, consents, and responding to data subject requests, except to the extent Yashev is legally required to respond.
Subprocessors. Yashev may use Subprocessors to provide the Service. Customer authorizes Yashev to engage and replace Subprocessors, provided that Yashev remains responsible for their processing of Customer Data as required by Applicable Law.
Yashev maintains commercially reasonable safeguards designed to protect Customer Data. However, Customer acknowledges that no system is completely secure and Yashev does not guarantee the Service will be immune from unauthorized access.
Security Incident Notification. If Yashev becomes aware of a Security Incident, Yashev will provide notice to Customer as required by Applicable Law and will take reasonable steps to mitigate and remediate. Customer acknowledges that obligations may vary based on the nature of the data, applicable jurisdiction, and legal requirements.
Customer Cooperation and Costs. Customer agrees to cooperate reasonably with Yashev’s investigation. To the maximum extent permitted by law, if Customer requests additional customized reports, forensic assistance, special attestations, or extensive compliance documentation beyond what is legally required, Customer agrees to reimburse Yashev’s reasonable costs.
Backups. Customer is solely responsible for maintaining independent backups of Customer Data. Customer acknowledges that data loss can occur due to user error, third-party actions, configuration issues, cyber events, service interruptions, or Force Majeure Events.
Retention and Deletion. Following termination or expiration, Yashev may delete Customer Data after a commercially reasonable period (commonly 30 days) unless required by Applicable Law to retain it longer. Yashev may retain limited data for compliance, dispute resolution, fraud prevention, accounting, or audit purposes.
Customer agrees to pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are billed in advance and are non-refundable except as required by Applicable Law. Late payments may result in suspension. Past-due balances accrue interest at the lesser of 1.5% per month or the maximum legal rate, plus collection costs and reasonable attorneys’ fees.
Yashev IP. Yashev owns all rights, title, and interest in and to the Service, Documentation, and all related intellectual property. No rights are granted by implication.
Feedback. Customer grants Yashev a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate feedback without restriction or compensation.
Each party shall protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own, and not less than reasonable care. Confidential Information may be used solely to perform under this MSA.
Exclusions. Confidential Information does not include information that is: (a) independently developed without use of the other party’s Confidential Information; (b) rightfully received from a third party without duty of confidentiality; (c) publicly available through no fault of the receiving party; or (d) approved for disclosure in writing.
Compelled Disclosure. If disclosure is required by law, the receiving party will (where legally permitted) provide notice and cooperate to seek protective treatment.
Mutual Authority. Each party represents it has authority to enter into this MSA.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, YASHEV DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YASHEV DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.
EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YASHEV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YASHEV’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS MSA SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO YASHEV UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This limitation applies regardless of legal theory (contract, tort, negligence, strict liability, statute, or otherwise), and regardless of whether any limited remedy fails of its essential purpose.
Customer shall defend, indemnify, and hold harmless Yashev and its Affiliates, officers, directors, employees, contractors, agents, and licensors from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
Yashev will defend Customer against third-party claims alleging that the Service (excluding Customer Data and third-party integrations) infringes a U.S. patent, trademark, or copyright, and will pay damages finally awarded, provided that Customer promptly notifies Yashev, cooperates, and allows Yashev sole control of the defense and settlement.
Exclusions. Yashev has no indemnity obligation for claims arising from: (a) Customer Data; (b) Customer’s configuration or misuse; (c) third-party products/integrations; (d) modifications not made by Yashev; (e) use in violation of this MSA; or (f) use after notice to stop.
Remedies. If infringement is suspected, Yashev may (at its option): procure the right to continue use; modify the Service; replace functionality; or terminate impacted services and refund prepaid fees for the unused portion of the term for the terminated services only (as Customer’s exclusive remedy for IP claims).
Before initiating arbitration, a party must send written notice to legal@yashev.com describing the dispute and requested relief. The parties agree to attempt good-faith resolution for thirty (30) days. This informal process is a condition precedent.
Except for small claims (where permitted) or claims seeking injunctive relief for IP misuse, disputes shall be resolved by binding arbitration administered by AAA under its Commercial Arbitration Rules before a single arbitrator. The seat of arbitration shall be Nevada, USA, unless Applicable Law requires otherwise.
THE PARTIES AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
If 25 or more substantially similar demands are filed against Yashev by the same or coordinated counsel, the parties agree to batch the arbitrations into groups of up to 25 and to stay all but the first batch pending resolution and good-faith mediation. This section shall be enforceable to the maximum extent permitted by law.
To the maximum extent permitted by Applicable Law, any claim arising out of or relating to this MSA must be brought within one (1) year after the claim accrued, or it is permanently barred.
Term. This MSA remains in effect until all Order Forms expire or terminate.
Termination for Cause. Either party may terminate for material breach not cured within 30 days after written notice, except Yashev may suspend or terminate immediately for security risk, fraud, illegal use, or non-payment.
Effect of Termination. Upon termination, access ends and Yashev may delete Customer Data as described in Section 9.
Customer represents and warrants compliance with export controls and sanctions laws, including OFAC. Customer represents it is not located in, and will not use the Service from, embargoed jurisdictions and is not a restricted party. Customer also agrees to comply with anti-corruption laws and not to use the Service in connection with bribery or prohibited payments.
The Service is a commercial product and is not intended for use by government entities requiring specialized procurement terms, unless Yashev expressly agrees in writing.
Force Majeure. Neither party is liable for failure to perform due to Force Majeure Events.
Assignment. Customer may not assign without Yashev’s consent. Yashev may assign freely, including in mergers/acquisitions.
Severability & Reformation. If a provision is unenforceable, it shall be reformed to be enforceable to the maximum extent permitted, and the remainder remains effective.
No Third-Party Beneficiaries. No third party has rights under this MSA.
No Agency / Partnership. The parties are independent contractors; no partnership, fiduciary, or agency relationship exists.
No Reliance. Customer acknowledges it has not relied on any statement not expressly contained in this MSA or Order Form.
Entire Agreement. This MSA and applicable Order Forms constitute the entire agreement regarding the Service for paid subscriptions.
Notices. Notices to Yashev must be sent to legal@yashev.com. Notices to Customer may be sent via email or through the Service.
Survival. Sections relating to IP, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, fees owed, and data deletion survive termination.