Effective Date: [21-Sept-2015]
Last Updated: [05-July-2026]

1. Introduction

These Terms of Service ("Terms") govern the provision and use of services offered by Yoan One Solutions LLC ("Yoan One," "we," "us," or "our").

These Terms apply to customers, clients, partners, and other organizations ("Client," "you," or "your") that purchase, access, or use our services, unless different or additional terms are established through an applicable proposal, insertion order, statement of work, master services agreement, data processing agreement, or other written agreement.

By purchasing or using our services, you agree to these Terms and any applicable service-specific agreement.

2. About Yoan One

Yoan One provides business-to-business marketing, demand-generation, data, digital, and related services.

Depending on the engagement, services may include:

• Lead generation

• MQL, HQL, HQL+, BANT, and other lead qualification programs

• Content syndication

• Email marketing

• Webinar and event registration

• Account-based marketing

• Intent-based marketing

• Digital advertising

• Data validation and enrichment

• Data services

• Appointment generation

• Tele-demand services

• Landing pages and campaign assets

• Marketing and campaign support

• Other agreed B2B marketing services

The exact scope, specifications, deliverables, timelines, pricing, and campaign requirements will be defined in the applicable order, proposal, statement of work, insertion order, or other written agreement.

3. Service Orders and Campaign Specifications

Each engagement may be governed by written campaign specifications or an applicable service order.

Specifications may include:

• Target geography

• Industry

• Company size

• Job title

• Job function

• Seniority

• Account lists

• Suppression lists

• Lead quantity

• Qualification criteria

• Custom questions

• Content assets

• Delivery format

• Delivery schedule

• Pricing

• Replacement criteria

• Other campaign requirements

Both parties are responsible for reviewing and confirming material campaign requirements before launch.

Material changes requested after campaign launch may affect timelines, pricing, availability, or delivery commitments.

4. Client Responsibilities

The Client agrees to:

• Provide accurate campaign requirements and instructions

• Provide required materials and approvals in a timely manner

• Ensure Client-provided materials may lawfully be used

• Use deliverables only for lawful business purposes

• Comply with applicable privacy and marketing laws

• Respect applicable opt-out, suppression, and Do Not Contact requirements

• Maintain reasonable security for data received

• Avoid unauthorized disclosure or misuse of supplied information

• Provide accurate suppression and exclusion information where required

The Client is responsible for its subsequent use of information and deliverables after lawful delivery, except to the extent otherwise agreed in writing or required by applicable law.

5. Client-Provided Content and Materials

Clients may provide content, branding, creative materials, target-account information, suppression lists, campaign instructions, or other materials ("Client Materials").

The Client represents that it has appropriate rights, permissions, and authority to provide Client Materials to Yoan One and authorize their use for the agreed services.

Yoan One will use Client Materials only as reasonably necessary to perform the applicable services or as otherwise authorized.

The Client retains ownership of its Client Materials.

6. Lead Generation and Demand-Generation Services

For applicable lead-generation campaigns, Yoan One will use commercially reasonable efforts to deliver leads that satisfy the agreed campaign criteria.

Lead criteria may include requirements such as:

• Geography

• Company

• Industry

• Company size

• Job function

• Job title

• Seniority

• Contact information

• Qualification responses

• Campaign engagement

• Other agreed specifications

A lead represents information collected, processed, or qualified according to the agreed campaign requirements. Delivery of a lead does not guarantee a future purchase, sales opportunity, conversion, revenue outcome, or commercial relationship.

7. Data Quality and Validation

Where applicable, Yoan One may perform data-quality activities such as:

• Validation

• Standardization

• Deduplication

• Cleansing

• Verification

• Updating

• Matching

• Enrichment

These activities are intended to support the accuracy, completeness, relevance, and usability of applicable business information.

No database or business contact information can be guaranteed to remain permanently accurate because individuals, employment information, organizations, contact details, and other circumstances may change over time.

8. Lead Rejection and Replacement

Where an applicable campaign permits lead replacements, rejection and replacement requirements will be governed by the applicable campaign agreement.

Potential replacement reasons may include objectively verifiable failure to meet agreed criteria, such as:

• Incorrect geography

• Incorrect company criteria

• Incorrect job criteria

• Invalid contact information at the time of validation

• Duplicate records contrary to agreed specifications

• Missing mandatory campaign information

A lead should not automatically qualify for replacement solely because:

• The prospect does not respond to subsequent Client outreach

• The prospect does not purchase

• A sales opportunity does not result

• The prospect's circumstances change after delivery

Specific replacement criteria, review periods, and remedies should be stated in the applicable campaign agreement.

9. Suppression and Exclusion Lists

Clients may provide applicable suppression or exclusion lists.

These may include:

• Existing customers

• Competitors

• Named accounts

• Email addresses

• Telephone numbers

• Domains

• Do Not Contact records

• Other agreed exclusions

Yoan One will use applicable Client-provided suppression information for the relevant campaign in accordance with agreed instructions.

Clients are responsible for providing accurate and sufficiently current suppression information before campaign execution where required.

Suppression information should not be used for unrelated purposes.

10. Marketing and Communications Compliance

Yoan One seeks to perform applicable marketing activities in accordance with relevant privacy, direct-marketing, telemarketing, and electronic-communications requirements.

Depending on the campaign, jurisdiction, communication channel, and circumstances, applicable requirements may include laws and regulations concerning:

• Privacy

• Data protection

• Email marketing

• Telephone marketing

• Electronic communications

• Consent

• Opt-out rights

• Do Not Contact requirements

Clients are responsible for ensuring their subsequent marketing and use of delivered information complies with laws applicable to their own activities.

11. Privacy and Data Protection

Each party will comply with applicable privacy and data-protection requirements relevant to its processing of personal information.

Depending on the engagement, Yoan One may act as:

• An independent controller/business;

• A processor/service provider acting on behalf of the Client; or

• Another role recognized under applicable data-protection law.

The parties' respective roles depend on the nature of the processing and the applicable service.

Where legally required, the parties will enter into an appropriate Data Processing Agreement ("DPA") or other required data-protection terms.

Yoan One's general privacy practices are described in our Privacy Policy and applicable jurisdiction-specific privacy notices.

12. Data Processing Agreements

Where Yoan One processes personal data on behalf of a Client in circumstances requiring a DPA, the applicable DPA may address:

• Processing instructions

• Processing purpose and duration

• Types of personal data

• Categories of data subjects

• Confidentiality

• Information security

• Subprocessors

• Data-subject requests

• Security incidents

• International transfers

• Data return or deletion

• Audit and compliance requirements

Where an executed DPA conflicts with these Terms regarding covered personal-data processing, the DPA will control for that processing unless otherwise agreed.

13. Data Sources

Depending on the service and applicable law, business information used in connection with our services may originate from sources such as:

• Individuals directly

• Registration activities

• Business interactions

• Clients

• Business partners

• Publicly available business sources

• Professional directories

• Third-party data providers

• Other lawful sources

Yoan One applies applicable privacy and data-governance requirements to the collection and processing of such information.

14. Do Not Contact and Opt-Out Requests

Yoan One maintains processes for handling applicable marketing opt-outs, objections, unsubscribe requests, and Do Not Contact requests.

Where Yoan One receives an applicable request relating to a campaign, appropriate action may include:

• Updating communication preferences

• Applying suppression

• Ceasing relevant marketing

• Informing an applicable Client where necessary

• Maintaining limited suppression information

Clients receiving leads or personal information from Yoan One are responsible for honoring applicable privacy and marketing preferences in their subsequent use of that information.

Additional information is available in our DNC & Marketing Preferences Policy.

15. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party.

Confidential information may include:

• Business plans

• Pricing

• Campaign information

• Customer information

• Target-account lists

• Marketing strategies

• Technical information

• Security information

• Non-public business information

Each party agrees to use reasonable measures to protect the other party's confidential information and use it only for purposes associated with the applicable business relationship.

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of obligation;

• Was lawfully known without confidentiality restrictions;

• Is independently developed without use of confidential information; or

• Is lawfully obtained from another source without confidentiality restrictions.

Disclosure may also be made where required by applicable law, subject to legally permitted notice where appropriate.

16. Information Security

Yoan One maintains administrative, technical, and organizational safeguards designed to protect information against unauthorized access, use, alteration, disclosure, loss, or destruction.

Our security program may include controls relating to:

• Access management

• Authentication

• Network and system security

• Monitoring

• Incident management

• Backup and recovery

• Vulnerability management

• Employee awareness

• Vendor risk management

• Business continuity

Our information security and operational control environment is supported by applicable independent assurance and certification frameworks, including SOC 2 Type II and ISO/IEC 27001:2022, where applicable to their respective scope.

17. Security Incidents

Each party will take reasonable steps to address security incidents affecting information for which it is responsible.

Where Yoan One identifies a security incident affecting Client information and notification is required under applicable law or contractual obligations, Yoan One will provide applicable notification in accordance with those requirements.

Specific incident-notification requirements may be defined in an applicable DPA, MSA, or other written agreement.

18. Third-Party Service Providers

Yoan One may use appropriate third-party service providers to support business operations and service delivery.

Where such providers process protected information on our behalf, we seek to apply appropriate contractual, confidentiality, privacy, and security requirements based on the nature of the service.

Where applicable data-protection law requires subprocessor-related obligations, those requirements will be addressed through the applicable DPA or contractual arrangement.

19. Intellectual Property

Unless otherwise agreed in writing, Yoan One retains all rights, title, and interest in its:

• Technology

• Processes

• Methodologies

• Platforms

• Systems

• Templates

• Know-how

• Proprietary tools

• Pre-existing materials

• Intellectual property

The Client retains ownership of Client Materials.

Ownership and permitted use of custom deliverables may be addressed in the applicable service agreement.

Neither party receives ownership of the other party's intellectual property solely by entering into a business relationship.

20. Acceptable Use

Clients must not use Yoan One services or deliverables to:

• Violate applicable law

• Engage in unlawful discrimination

• Conduct fraudulent activity

• Harass individuals

• Circumvent valid opt-out or suppression requests

• Send unlawful communications

• Misrepresent identity or affiliation

• Compromise systems or networks

• Distribute malware or harmful code

• Use information for unauthorized or materially incompatible purposes

• Resell or redistribute data where such use is not permitted by the applicable agreement

Yoan One may suspend or terminate services where it reasonably determines that use materially violates these Terms, applicable law, or contractual restrictions.

21. Service Delivery and Timelines

Delivery timelines may depend on factors including:

• Campaign scope

• Targeting criteria

• Geography

• Lead volume

• Content availability

• Client approvals

• Technical integrations

• Market availability

• Campaign modifications

Unless expressly guaranteed in a written agreement, timelines are estimates and may be adjusted where reasonably necessary.

Yoan One will use commercially reasonable efforts to communicate material delivery issues.

22. Client Approvals

Where Client approval is required for:

• Landing pages

• Email creative

• Campaign questions

• Targeting

• Content

• Messaging

• Technical setup

• Other campaign elements

delays in Client approval may result in corresponding changes to launch or delivery timelines.

Approval of campaign materials constitutes authorization to use those materials for the applicable campaign, subject to the agreed scope.

23. Fees and Payment

Fees, payment schedules, currencies, taxes, invoicing requirements, and other commercial terms will be stated in the applicable proposal, order, statement of work, invoice, or other written agreement.

Unless otherwise agreed, the Client is responsible for applicable taxes associated with purchased services, excluding taxes imposed on Yoan One's income.

Late or unpaid amounts may result in suspension of services where permitted by the applicable agreement and law.

24. Changes to Services

The Client may request modifications to an active campaign or service.

Material changes may affect:

• Pricing

• Delivery volume

• Timeline

• Targeting

• Feasibility

• Resource requirements

Yoan One will communicate material impacts where reasonably practicable before implementing significant changes.

25. Service Availability

Yoan One seeks to provide reliable services but does not guarantee that websites, platforms, APIs, integrations, or other technology will operate uninterrupted or error-free at all times.

Service interruptions may occur because of:

• Maintenance

• Third-party outages

• Internet or telecommunications failures

• Security events

• Infrastructure issues

• Force majeure events

• Other circumstances outside reasonable control

We will use commercially reasonable efforts to address material service issues within our control.

26. Warranties

Yoan One warrants that it will perform services in a professional and commercially reasonable manner consistent with applicable agreed specifications.

Except for express warranties stated in an applicable written agreement and to the maximum extent permitted by law, services are provided without additional implied warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

27. No Guarantee of Marketing or Sales Results

Marketing outcomes depend on many factors outside Yoan One's control.

Unless expressly agreed in writing, Yoan One does not guarantee:

• Sales conversions

• Revenue

• Opportunity creation

• Response rates

• Meetings

• Customer acquisition

• Return on investment

• Specific commercial outcomes

Campaign performance should be evaluated according to the agreed deliverables and qualification criteria.

28. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, goodwill, or anticipated business opportunities, arising from or relating to the services.

Any aggregate liability limitation applicable to a particular engagement should be specified in the applicable agreement, order, MSA, or statement of work.

Nothing in these Terms limits liability that cannot legally be limited.

29. Indemnification

To the extent specified in an applicable agreement, each party may be responsible for claims, losses, or liabilities arising from its:

• Breach of applicable contractual obligations

• Violation of applicable law

• Misuse of the other party's intellectual property

• Unauthorized use of personal information

• Gross negligence or willful misconduct

Specific indemnification obligations should be established through the applicable commercial agreement.

30. Suspension and Termination

Yoan One may suspend or terminate services where reasonably necessary because of:

• Material breach

• Non-payment

• Unlawful use

• Security risk

• Privacy or compliance concerns

• Abuse of services

• Other grounds permitted by the applicable agreement

Clients may terminate services in accordance with the applicable contractual terms.

Termination does not affect obligations that are intended to survive termination.

31. Data Return, Retention and Deletion

Upon termination or completion of an engagement, Client information will be handled in accordance with:

• Applicable contractual requirements

• Applicable DPA

• Legal obligations

• Retention requirements

• Security requirements

• Backup practices

Where required, applicable personal data processed solely on behalf of a Client will be returned or deleted in accordance with the relevant DPA or other written instructions, subject to legally permitted retention.

Limited information may be retained where necessary for legal, security, financial, audit, suppression, or compliance purposes.

32. Audit and Compliance Information

Where reasonably required by an applicable agreement, Yoan One may provide appropriate information to support Client vendor-risk, security, privacy, or compliance assessments.

Depending on confidentiality and security considerations, such information may include relevant:

• Policies

• Certifications

• Independent assurance reports

• Security questionnaires

• Compliance documentation

Access to confidential audit reports, security materials, or sensitive control information may be subject to confidentiality restrictions.

33. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, war, civil disturbance, telecommunications failures, widespread internet outages, labor disruptions, or other force majeure events, except for obligations that cannot legally be excused.

The affected party should take commercially reasonable steps to mitigate the impact where practicable.

34. Relationship of the Parties

The parties are independent contractors.

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship unless expressly agreed in writing.

Neither party may bind the other without appropriate authorization.

35. Order of Precedence

Where multiple agreements govern an engagement, any conflict should be resolved according to the order of precedence established in the applicable signed agreement.

Unless otherwise stated, more specific negotiated terms relating to a particular service or processing activity will generally control over inconsistent general terms.

For personal-data processing governed by an executed DPA, the DPA will control to the extent of a conflict concerning that processing.

36. Changes to These Terms

Yoan One may update these Terms periodically to reflect changes in:

• Services

• Business practices

• Technology

• Applicable law

• Regulatory requirements

The "Last Updated" date indicates the most recent revision.

Material changes will be communicated where required by applicable law or contractual obligations.

Changes will not retroactively modify separately executed agreements unless permitted by those agreements or agreed by the parties.

37. Governing Law and Dispute Resolution

These Terms and disputes arising from them will be governed by the law specified in the applicable Client agreement.

Where no separate agreement specifies governing law, these Terms will be governed by the laws applicable to Yoan One Solutions LLC's principal contracting entity, without regard to conflict-of-law principles, subject to mandatory applicable law.

Any specific jurisdiction, venue, arbitration, mediation, or dispute-resolution requirements should be established in the applicable written agreement.

38. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the maximum extent permitted by law.

The affected provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted.

39. Entire Agreement

These Terms, together with applicable proposals, orders, statements of work, DPAs, MSAs, and other incorporated written agreements, constitute the applicable agreement between Yoan One and the Client regarding the relevant services.

Specific signed agreements may supplement or supersede these Terms as provided in those agreements.

40. Contact Us

For questions concerning these Terms or our services, contact:

Yoan One Solutions LLC
333 Park View Avenue
Yonkers, NY 10710
United States

General Email: info@yoanone.com
Privacy Email: privacy@yoanone.com
Phone: +1 914-268-4250