Ram Ji Enterprises Inc. - Sales Falcon Terms of Service (ToS)

Aug 08, 2024

Effective Date: August 11, 2024

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

0. APPLICABILITY

This Agreement applies to you even if you are under any sort of free trial offered by Ram Ji Enterprises Inc. for the Sales Falcon service.

1. OVERVIEW

This Service Agreement ("Agreement") is between Ram Ji Enterprises Inc., a Canadian company ("we", "us", "our", "Ram Ji Enterprises", or "RJE"), and you, the client ("you", "your", "User", or "customer"), effective upon your electronic acceptance.

RJE provides the Sales Falcon service ("Service"), a tool facilitating email marketing campaigns. By using our Service, you acknowledge that you are the sender of all email campaigns for legal and regulatory purposes, including the U.S. CAN-SPAM Act.

This Agreement:

Constitutes the entire agreement regarding your use of the Service.
Supersedes any prior agreements or understandings.
Applies to any individual or entity accepting it.
Does not confer third-party rights or benefits.

Your electronic acceptance signifies that you have read, understood, and agree to be bound by this Agreement and any incorporated policies.

We may modify this Agreement, related policies, and Service limitations at any time. Changes are effective immediately upon posting to our website. Continued use of the Service after changes constitutes acceptance of the revised terms. If you disagree with any revisions, discontinue using the Service.

2. SERVICE

Ram Ji Enterprises' Sales Falcon service assists early-stage SaaS and tech startups in enhancing their B2B sales by facilitating the scheduling of appointments with qualified prospects. Our service includes:

a) Assisting in identifying potential customers at scale.
b) Providing tools for targeting customers using various marketing techniques.
c) Offering methods for validating customer suitability for your business.
d) Facilitating the scheduling of appointments with interested, qualified prospects.

You, as the client, are responsible for reviewing, approving, and initiating all aspects of the email marketing campaigns facilitated by our Service.

3. EMAIL MARKETING POLICY AND CLIENT RESPONSIBILITIES

3.1 Client as Sender: You, the client, are the sender of all email campaigns facilitated through our Service. This means you are solely responsible for ensuring compliance with all applicable laws and regulations, including but not limited to the U.S. CAN-SPAM Act.

3.2 Compliance Requirements: As the sender, you must ensure that all email campaigns
a) Clearly provide recipients with the option to unsubscribe.
b) Honor unsubscribe requests promptly within 10 days
c) Include a valid physical address.
d) Use accurate header information and subject lines.
e) Identify the message as an advertisement when required by law.

3.3 Approval Process: Before any email campaign is sent, you must complete our mandatory approval process, which includes:
a) Reviewing and approving the list of recipients.
b) Approving the email content and design.
c) Confirming campaign parameters (e.g., timing, frequency).
d) Providing final authorization to send the campaign.

3.4 Client Education: Prior to using our Service, you must review the compliance resources we provide, which cover CAN-SPAM Act requirements and email marketing best practices. These resources will be made available via links in your account dashboard or via email. You are responsible for:

a) Accessing and reviewing all provided educational materials.
b) Ensuring you understand the content of these materials.
c) Notifying us immediately if you are unable to access any of the provided resources.

By using our Service, you acknowledge that you have reviewed and understood these materials. If you are unable to access any of the provided resources, you must inform us before proceeding to use the Service. Failure to notify us of inaccessible resources or failure to review the provided materials does not exempt you from complying with all applicable laws and regulations related to email marketing.

3.5 Ongoing Responsibility: You agree to stay informed about changes in applicable laws and regulations and to adjust your email marketing practices accordingly.

3.6 Use of AI Features: You may choose to use AI-generated content for your email campaigns at your own discretion. However, you remain fully responsible for:

a) Reviewing and approving all AI-generated content before sending.
b) Ensuring all AI-generated content complies with applicable laws and regulations, including the U.S. CAN-SPAM Act.
c) Any consequences arising from the use of AI-generated content, including but not limited to legal issues, reputational damage, or negative recipient responses.
d) Modifying AI-generated content as necessary to ensure it accurately represents your brand, products, and services.

Ram Ji Enterprises Inc. bears no responsibility for the content, quality, or consequences of AI-generated emails. You agree to indemnify and hold Ram Ji Enterprises Inc. harmless from any claims, damages, or losses arising from your use of AI-generated content.

3.7 Right to Refuse: Ram Ji Enterprises reserves the right to refuse to facilitate any campaign that we believe, in our sole discretion, may violate applicable laws or our acceptable use policies, regardless of whether the content is AI-generated or human-written.

4. PROPER MESSAGING CONTENT

You represent and warrant that all information used in your email marketing campaigns, including headers, subject lines, and content, is not false, deceptive, or misleading. Each email must include a valid physical address and comply with all applicable laws and regulations, including but not limited to the U.S. CAN-SPAM Act. You are solely responsible for ensuring the legality and appropriateness of all content sent through our Service.

5. PROHIBITED USE

You may not use our Service for any unlawful purpose or for transmitting content that is illegal, offensive, or harmful. Prohibited uses include, but are not limited to, the following:

a) Pornography or sexually explicit content
b) Illegal goods or services
c) Pyramid schemes or multi-level marketing campaigns
d) Affiliate marketing
e) Pharmaceutical products
f) Gambling services
g) Any content deemed inappropriate by Ram Ji Enterprises
h) Hate speech, discriminatory content, or materials promoting intolerance
i) Malware, viruses, or any other malicious software
j) Phishing or fraudulent activities
k) Unauthorized collection or distribution of personal information
l) Violation of intellectual property rights
n) Harassment, bullying, or threatening behavior
o) Content promoting self-harm or suicide
p) Impersonation of individuals or entities
q) Interference with the Service or its associated systems
r) Attempts to gain unauthorized access to other users' accounts
s) Use of the Service for competitive intelligence gathering
t) Automated or bot-driven use of the Service without explicit permission
u) Reselling or redistribution of the Service without authorization
v) Any use that places an unreasonable load on our infrastructure
w) Content that may be deemed offensive to public morality or decency

Accounts engaging in prohibited uses will be terminated immediately without refund. Ram Ji Enterprises reserves the right to report any illegal activities to appropriate law enforcement authorities.

6. TERMINATION, CANCELLATION, AND ACCOUNT SUSPENSION

6.1 Termination by Ram Ji Enterprises

Ram Ji Enterprises reserves the absolute and unconditional right to terminate, suspend, or cancel your account and/or the Service at any time, with or without cause, and with or without notice. This includes the right to delete all associated cold email marketing campaign infrastructure without prior notice.

While Ram Ji Enterprises will make a good faith effort to provide notice before termination when possible, we cannot be legally bound or forced to do so. In cases of repeated violations, illegal activities, or as otherwise required by law, Ram Ji Enterprises may take immediate action without prior notice.

6.2 Termination by Customer

You may cancel your services at any time. The cancellation will take effect immediately. You can initiate cancellation through your account settings, via email, or through our customer support channels.

6.3 Effects of Termination

a) Upon termination, your right to use the Service will immediately cease.
b) If working on a commission basis, Ram Ji Enterprises will be owed the negotiated commission for any sales made based on the results of the campaign outreach done before termination.
c) Data Retention and Access:

Upon termination, Ram Ji Enterprises will retain your data for 30 days.
During this period, you may request a copy of your data in a standard format.
Ram Ji Enterprises reserves the right to refuse to provide a copy of the data if:
- They believe it might cause any harm to any individual or entity
- The data is in contravention of acceptable use policies or violates their Terms of Service
- Providing the data might bring any disrepute of any sort whatsoever to Ram Ji Enterprises or any associated parties

After the 30-day retention period, Ram Ji Enterprises reserves the right to delete all data, email infrastructure, and any other information associated with your account without further notice.

d) Ram Ji Enterprises shall not be liable for any consequences arising from the refusal to provide data or the deletion of data as described in this section.

6.4 Post-Termination Obligations

In the event of termination, you agree to:

a) Immediately cease using any content or infrastructure provided by Ram Ji Enterprises
b) Promptly remove or return all user data as requested by Ram Ji Enterprises
c) Fulfill any outstanding payment obligations

6.5 Limitation of Liability

Ram Ji Enterprises shall not be liable for any losses, damages, costs, or expenses of any kind resulting from the termination, suspension, or cancellation of your account or the Service, including but not limited to:

a) Loss of data
b) Business interruption
c) Loss of business opportunities
d) Loss of revenue or profits
e) Any other direct, indirect, incidental, special, or consequential damages

6.6 Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification

You agree to indemnify, defend, and hold harmless Ram Ji Enterprises Inc., its parent company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees (collectively, the "Indemnified Parties") from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees and court costs) that result directly from:

a) Your breach of these Terms of Service
b) Your violation of any applicable laws, rules, or regulations
c) Your willful misconduct or gross negligence in using the Service

This indemnification obligation does not apply to the extent that any claim arises from the actions or omissions of the Indemnified Parties, including their gross negligence or willful misconduct.

Ram Ji Enterprises agrees to indemnify, defend, and hold you harmless from any claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees and court costs) arising directly from our willful misconduct in providing the Service.

7.2 Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Ram Ji Enterprises Inc., its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. This includes, without limitation:

a) The use or the inability to use the Service

b) Any action taken in connection with an investigation by Ram Ji Enterprises or law enforcement authorities regarding your use of the Service

c) Any action taken in connection with copyright or other intellectual property owners

d) Any errors or omissions in the Service's operation

e) The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Service

f) Any losses or damages arising from email campaigns, including but not limited to, damages resulting from blacklisting, deliverability issues, or recipient complaints

g) Any losses or damages arising from third-party services integrated with our Service

h) Any losses or damages arising from the accuracy, completeness, or quality of information obtained through the Service

i) Any decisions made or actions taken by you in reliance upon the Service or any information provided through the Service

j) Any unauthorized access to or use of our secure servers and/or any and all personal information stored therein

k) Any interruption or cessation of transmission to or from the Service

l) Any bugs, viruses, trojan horses, or the like which may be transmitted to or through our Service by any third party

m) Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Service

The limitations of liability shall apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Ram Ji Enterprises Inc. has been advised of the possibility of such damage.

The limitations of liability set forth in this section do not apply to:
a) Damages arising from either party's gross negligence or willful misconduct
b) Any other liability which cannot be excluded under applicable law

7.3 Limitation of Damages

Notwithstanding anything to the contrary contained herein, to the maximum extent permitted by applicable law, the total aggregate liability of Ram Ji Enterprises Inc. and its affiliates, officers, employees, agents, suppliers, and licensors, relating to the services will be limited to the greater of:

a) The amount you paid to Ram Ji Enterprises Inc. for the Service in the three (3) months prior to the event giving rise to the liability; or
b) $2,000.00 USD

The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

7.4 Limitation of Damages for Client

Notwithstanding anything to the contrary contained herein, to the maximum extent permitted by applicable law, the total aggregate liability of the Client relating to this Agreement or the use of the Service will be limited to the greater of:

a) The amount you paid to Ram Ji Enterprises Inc. for the Service in the three (3) months prior to the event giving rise to the liability; or
b) $2,000.00 USD

7.5 Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations in this section may not apply to you. Nothing in these Terms of Service shall affect any non-waivable statutory rights that apply to you.

7.6 Basis of the Bargain

You acknowledge and agree that Ram Ji Enterprises has offered its products and services and entered into these Terms of Service in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Ram Ji Enterprises, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Ram Ji Enterprises. Ram Ji Enterprises would not be able to provide the services to you on an economically reasonable basis without these limitations.

7.7 Application

The limitations specified in this Section 7 will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. These limitations do not apply to liabilities that cannot be limited by applicable law.

8. ASSIGNMENT TO SUBCONTRACTORS

Ram Ji Enterprises may assign responsibilities to subcontractors as necessary. We will notify you of any significant changes in service delivery.

9. USE OF CLIENT NAME AND LOGO

Ram Ji Enterprises has the right to use the name of the Client and the logo on marketing materials (e.g., website). The Client has the right to revoke this permission at any time.

10. SHOWCASE OF WORK PRODUCT

The Client gives Ram Ji Enterprises permission to use the work product as part of portfolios, websites, in galleries, and in other media, so long as it is to showcase the work product and not for any other purpose.

11. OWNERSHIP OF MATERIALS

The Client owns any text/marketing material and data used in the outbound campaign, but not any technology developed by Ram Ji Enterprises or used to assist in the marketing campaign.

12. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this Agreement.

13. INDEMNITY AND LIMITATION OF LIABILITY

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section will remain in full force and intact, even upon the termination of the Agreement or the early termination by either of the Parties.

14. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the City of Toronto, Province of Ontario for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement. Each party irrevocably waives, to the fullest extent permitted by applicable law, any objection to the laying of venue of any such suit, action, or proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

Both parties agree to make good faith efforts to resolve any disputes through negotiation before resorting to legal action.

15. PAYMENT AND BILLING

15.1 Billing Periods & Automatic Renewal

Your subscription will automatically renew every month until cancellation. Payment will be automatically deducted from the chosen Payment Method on file. You are responsible for maintaining accurate and up-to-date billing information. Failure to maintain accurate billing information may result in the suspension or termination of your account.

15.2 Cancellation

15.2.1 Provider's Right to Cancel

Ram Ji Enterprises reserves the unconditional right to unilaterally cancel this contract at any time, for any reason whatsoever, and delete all associated cold email marketing campaign infrastructure without prior notice. Ram Ji Enterprises shall not be liable for any loss of data, business interruption, or any other losses or damages resulting from such cancellation.

15.2.2 No Liability for Cancellation

Ram Ji Enterprises shall not be held liable for any losses, damages, or expenses incurred by you or any third party as a result of the cancellation of the service, regardless of the reason for cancellation.

15.2.3 Post-Cancellation Data Handling

Upon cancellation, Ram Ji Enterprises will retain your data for 30 days, during which time you may request a copy. After 30 days, we reserve the right to delete all data associated with your account.

16. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. RAM JI ENTERPRISES SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM DEFECTS, UNINTERRUPTED USE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

Notwithstanding the above, this disclaimer does not exclude any warranties or conditions that cannot be disclaimed under applicable law, including warranties of merchantability, fitness for a particular purpose, and non-infringement implied by law.

While we strive to provide a high-quality service, we cannot guarantee uninterrupted or error-free operation.

17. LIMITATION OF LIABILITY

IN NO EVENT SHALL RAM JI ENTERPRISES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT RAM JI ENTERPRISES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY.

18. FORCE MAJEURE

Ram Ji Enterprises shall not be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

19. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Ram Ji Enterprises and governs your use of the Service, superseding any prior agreements between you and Ram Ji Enterprises with respect to the Service.

20. WAIVER

The failure of Ram Ji Enterprises to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

21. ASSIGNMENT

This Agreement may not be transferred or assigned by you without our prior written consent. Ram Ji Enterprises may assign this Agreement to any successor entity resulting from a merger, acquisition, or sale of all or substantially all of its assets.

22. SURVIVAL

By using Ram Ji Enterprises' Sales Falcon Service, you agree to these terms and conditions. If you have any questions or need further clarification, please contact us at support@sales-falcon.com.

23. LIMITATION OF CLAIMS AND DISPUTE RESOLUTION

Any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within two (2) years after such claim or cause of action arose, regardless of any statute of limitations to the contrary. In the event any such claim or cause of action is not filed within such two (2) year period, such claim or cause of action may be time-barred.

In the event of any dispute arising from or relating to this Agreement or the Services provided:

a) The parties agree to first attempt to resolve the dispute through good-faith negotiations.

b) If negotiations fail to resolve the dispute within 30 days, either party may initiate mediation, to be conducted by a mutually agreed-upon mediator. The costs of mediation shall be shared equally by both parties.

c) If mediation fails to resolve the dispute within 60 days of the start of mediation, either party may then pursue legal action in a court of competent jurisdiction.

Nothing in this section prevents either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

24. MODIFICATIONS TO THE AGREEMENT

Ram Ji Enterprises reserves the right to modify this Agreement at any time. We will provide notice of any changes to this Agreement by posting the new Terms of Service on the Sales Falcon website and/or sending you an email.

You have the right to cancel your service within 30 days of any modification to this Agreement, without penalty or further obligation, even if the modified Agreement does not explicitly allow for such cancellation. To exercise this right, you must notify us in writing of your intent to cancel within the 30-day period following the notification of changes.

If you do not cancel within this 30-day period, your continued use of the Service after the effective date of any changes constitutes your acceptance of the new Terms of Service. If you do not agree to the modified terms and do not cancel within the 30-day period, you should discontinue your use of the Service at the end of the 30-day period.

In the event of cancellation under this provision:

a) Ram Ji Enterprises will provide you with a reasonable opportunity to retrieve your data from the Service, subject to the data retention policies outlined in this Agreement.

b) Any outstanding obligations or liabilities incurred prior to the cancellation will remain in effect.

This 30-day cancellation right applies to all modifications of this Agreement, regardless of their nature or scope, and cannot be waived or limited by any other provision in this or future versions of the Agreement.

25. REFUND POLICY

25.1 Cancellation Refunds:

a) If you cancel your services, a prorated refund will be issued for any unused portion of the current billing cycle.

b) If cancellation occurs within the 14-day trial period, you'll be refunded the entire amount paid.

25.2 Termination Refunds:

If Ram Ji Enterprises terminates the Service without cause, any subscription fees already paid will be prorated and refunded.

25.3 Refunds for Agreement Modifications:

If you cancel your service within 30 days of any modification to this Agreement, you will be entitled to a pro-rata refund of any prepaid fees for the unused portion of your service.

25.4 Refund Process:

a) Refunds will be processed using the original payment method used for the purchase.

b) Processing times for refunds may vary depending on the payment method and financial institution.

25.5 Non-Refundable Items:

Any services already rendered or used portions of subscription periods are non-refundable.

25.6 Dispute Resolution:

a) Any disputes regarding refunds should first be addressed through our customer support channels.

b) If a resolution cannot be reached, the dispute will be subject to the general dispute resolution process outlined in this Agreement.

Ram Ji Enterprises reserves the right to review each refund request on a case-by-case basis and may, at its sole discretion, offer refunds in situations not explicitly covered by this policy.