8168873 CANADA INC. (Canadian limited liability Company) incorporated under the laws of Canada, with its registered office at 72 Couperthwaite Crescent, Unionville, Ontario, L3R 6N1, Canada and is doing business as The Dexeterity Group.

 

For the purposes of this service, (“ENTAC Solutions”, “we”, “us”) is the service provider of the Systemized Sales Pro Service (“Service”).  We conclude agreements only with customers who subscribe to the Service for purposes relating directly to their trade, business or profession. These Terms of Service set the rules for the use of the Service by our Customers. By clicking the button to subscribe to the Service you (“you” or the “Customer”) accept these Terms of Service and undertake to use the Service in compliance with the provisions of this document. You should retain a copy of these Terms of Service for your records as upon your subscription they constitute a legal agreement between you and The Dexterity Group. If you do not agree with any of the provisions of this document, you may not subscribe to and use the Service. We reserve the right to reject your subscription for any or no reason as long as it is not an unlawful reason.

 

 

Under the Service we provide you with:

a. an access to a web-based platform in SaaS (Software-as-a-Service) model with tools for building, managing, automating and communicating with your mailing list,

b. an ability to automate the sending of your emails to your mailing list hosted on G Suite (The Services are provided by Google LLC)

c. Customer Service,

d. additional features (add ons), if ordered and paid separately by you,

 

The detailed scope of Service features available to you under your Subscription Plan is provided in the pricing.

 

You may use the Service to send emails only to those recipients who have given you permission to add them to your mailing list and have not subsequently withdrawn such permission (“Subscribers”).

 

In order to use the Service and manage your email marketing campaigns you must create an individual account with Systemized Sales Pro (“Account”). The Account may be accessed only with the use of your G Suite login credentials. You are responsible for keeping your login credentials confidential. You are also responsible for any use of your Account, especially for any activity of your Account users (“authorized-users”). You are solely responsible for applying the appropriate level of access.

 

You may upgrade your Subscription Plan or order an add-on at any time. If you purchase an add-on during your subscription period we will align your add-on billing cycle with your Account plan monthly cycle, so that the payment dates of your services subscriptions are in line.

 

 

You may integrate certain third party services with the Service. These third party services are not provided by Systemized Sales Pro. Your ability to use the third party services may be limited according to the third party’s terms and conditions. When you integrate with a third party service, you authorize us to exchange any your data, whether confidential or not, with the third party service so you can take advantage of integration with Systemized Sales Pro. Any links to a third party service or website that you find in the Service or on Systemized Sales Pro websites are provided for convenience only and we do not control or endorse any material or information found on those third party sites.

 

From time to time Systemized Sales Pro may offer a beta-test version of new features. This allows our users to try new solutions we come up with and help us better understand your needs and develop Systemized Sales Pro Service accordingly. If you decide to use a feature available in beta-test version, you agree that:

a. The feature is only available for a limited period of time and can be deactivated at any time and at our sole discretion.

b. The feature is available only to the limited extent and may be modified at any time and at our sole discretion.

c. Systemized Sales Pro does not warrant that feature made available in beta-test version will be included in the Service and we may resign from further development of any feature at any time and at our sole discretion.

d. You are solely responsible for consequences of using the beta-test version, in particular but not limited for impact it may have on settings of your Account, set or planned campaigns, collected data and other information, etc. Please remember that once we deactivate the beta-test version of the feature, certain processes that took place with respect to your Account, set or planned campaigns collected data and other information cannot be reversed, and AutoCoach shall bear no responsibility for consequences resulting therefrom.

e. Upon the end of beta-test version period, the feature may be available for our users for a separate fee (e.g. as a paid add-on), or as a component of particular pricing options only, in which case the user interested in the feature needs to upgrade his Account to the more advanced pricing option.

 

 

We assure that the Service will operate with the latest official version of Internet Explorer, Mozilla Firefox, Google Chrome and Safari web browsers. In order to use the Service it is necessary that you have at least 2 (two) G Suite licenses that will have to be paid separately by you or your organization.

 

 

Upon successful registration you subscribe to the Service and agree to:

a. observe these Terms of Service as well as the Systemized Sales Pro Anti-Spam Policy and Privacy Policy or their amended versions and any other policy developed, published and formulated by Systemized Sales Pro in connection with the Service;

b. use the Service for purposes directly related to your trade, business or profession;

c. maintain and promptly update your contact details so that they are as current, complete and accurate as possible;

d. send or stream through the Service only such materials that you have full rights to use and publish on the Internet;

e. conform to the rules relating to sending out emails, in particular, commercial emails and the processing of personal data which are in force in the country of your residence;

f. keep the secrecy of login credentials and monthly authorization key provided to you;

g. receive commercial information about the products and services of Systemized Sales Pro.

 

 

You are obliged to pay in due time all fees for the use of the Service according to the pricing option you have chosen.  

Access to the Service is provided to you after we have received the subscription fee calculated on the basis of the Account plan you have chosen (pre-paid subscription).

You may pay for the Service using a credit card, however, please note that payment methods may vary depending on the country of the user. If you choose to pay fees with a credit card you agree to pay them in the form of a recurring payment, under which the subscription fee is deducted automatically basing on the Account plan you have chosen. The recurring payment is initiated on the first day after the expiration date of the previous subscription (“recurring payment date”). If the recurring is unsuccessful at that point, we will retry to complete the payment transaction in the following days and, if the completion of the transaction is unsuccessful, we will assume that the Service is terminated. In the even the account is terminated, reactivation is possible at our discretion and will be subject to a $50 reactivation charge to cover administrative overheads.

 

In the event that the credit card you provided us expires or any credit card information changes or becomes out of date, in order to procure continuity and avoid Service interruptions, you authorize us to obtain or determine updated or replacement information, in particular expiration dates or credit card number and continue billing on the same terms as the previously provided credit card. We are not responsible for any fees charged by payment services providers.

 

We will issue an invoice for the Service within 30 days of receipt of each payment. You expressly agree to receive invoices from us by electronic means of communication. For settlement purposes it is assumed that a month has 30 days, a year has 360 days and two years have 720 days.

 

We reserve the right to change the fees for the Service and add-ons at any time by posting a new pricelist which applies to all new Accounts and upgrades.

All fees are exclusive of taxes. Where appropriate, value added tax (VAT) or goods and services tax (GST) will be added to the payment price in accordance with currently effective rates. You agree to pay any taxes applicable to your use of the Service. You represent that you are registered for VAT or GST purposes in your country. At our request, you will provide us with the VAT or GST registration number under which you are registered. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

 

 

You are not allowed to use the Service in a manner that, either intentionally or unintentionally, violates any applicable local, state, national or international laws, good industry practice, these Terms of Service and our Anti-Spam Policy or any copyright or other right of a third party. This rule applies also to the Content used within the Service.

Practices that are strictly prohibited which include:

1. sending spam or otherwise unsolicited messages in violation of applicable laws;

2. sending messages to any purchased or rented email lists, or any third party lists whatsoever;

3. uploading, posting, emailing, storing, linking to, transmitting or otherwise making available any Content that:

a. infringes into third party’s copyright and/or rights related to copyright, trademark, patents, trade secret or other proprietary right of any third party;

b. is obscene, threatening, abusive, harassing, defamatory, libellous, slanderous, deceptive, fraudulent, invasive of another person’s privacy, tortuous, or otherwise violate applicable law;

c. is associated with pornography, adult-related material, child pornography, bigotry, racism, hatred, profanity, mail fraud, or any material which may be insulting to another person or an entity;

d. contains harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate services or any system, program, data or personal information, or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any third party;

4. using the Service to call on minors directly to purchase products or services;

5. using the Service to affect the subconscious of a recipient;

6. adding, removing or modifying the identifying header information, in an attempt to deceive or mislead the recipient;

7. impersonating or attempting to impersonate any person or entity (including any of our employees or representatives) or the Service by using forged headers or other identifying information such as name, nickname, domain name, or email address. The use of anonymous re-mailers or nicknames does not constitute impersonation;

8. modifying, reproducing, duplicating, copying, displaying, sublicensing, selling, creating derivative works from, exploiting or otherwise using any portion of the Service, especially the source code or the materials provided in Multimedia Studio, whether rendered by us for free, within fee calculated on the basis of the Account plan you have chosen or paid separately, except as specifically provided and allowed by us. In particular you may not use the Service, any portion of it or any content provided to you by AutoCoach or created within the Service (notwithstanding whether such content is paid or free, customized or standard) outside of the Service;

9. using the Service contrary to its primary purpose, especially for hacking or to solicit passwords, personal identifying information or credit card data for unlawful or phishing purposes, especially by making automated use of the system, such as using scripts, bots, spiders or scrapers;

10. creating (sub)domain name for landing page(s) using vulgar, offending words or brand names to which you are not entitled or which in any other manner may infringe third party’s rights;

11. using insulting, obscene, threatening, abusive, harassing, defamatory, libelous, slanderous, deceptive, privacy infringing or other improper language, messages or other means of communication while contacting our employees or representatives;

12. undertaking any other activity that in our opinion interferes with or is (or may be) harmful to our employees, officers, representatives, our business, reputation, goodwill or the ability of other customers to effectively use our Service

 

You may not use any hardware or software intended to damage or interfere with the proper and timely functioning of the Service, or to surreptitiously intercept any system, data or personal information from the Service nor any website owned or controlled by AutoCoach.

 

We do not pre-screen or control Customer’s activity related to the use of the Service. However, we reserve the right (irrespective of other rights under these Terms of Service) to suspend access to the Service or its part, with or without notice, at our sole discretion and subject to mandatory provisions of law, if we receive any information or have reasonable suspicion that Customer’s or Participant’s activity or the Content violates any provision of the law, our policies, these Terms of Service, third party’s rights or is otherwise objectionable. In the aforementioned situations we are not liable for the consequences of the measures taken.

 

 

All and any information, data, texts, graphics, logos, video, music or other materials that you post, upload, send, stream or otherwise make available using the Service, (“Content”) are your sole responsibility. This includes also any links to other websites or resources or other third party services that you use. We do not claim ownership of the Content and you (or your Customer/Participant) retain all right, title, and interest in and to your Content, with the exception of the materials which you take from our resources. You agree that we can present your usage in our marketing materials, in particular case studies.

You are entitled to use materials that we render available to you solely to use the Service for its intended purpose, notwithstanding whether such materials are paid or free, customized or standard. Please note that our resources may include materials which are subject to third party’s copyright. You acknowledge and agree that we have the right at any time and at our sole discretion to remove such materials from our resources, disable access to such materials or demand that you immediately stop using them, in particular in email campaigns. If you do not satisfy our demand we will be entitled to delete such materials at our sole discretion, with no liability on our side. In aforementioned situations you will not be entitled to any reimbursement of any amount paid by you to us.

If you post, upload, send, stream or otherwise make available the Content through third parties or which belong to a third party, you are obliged to adhere to such third party’s terms and conditions of service or license, irrespective of your obligations resulting from these Terms of Service.

You acknowledge and accept that we may preserve the Content and disclose it if we are required to do so by law or if it is necessary to enforce these Terms of Service, a court order or a decision of a competent public authority, respond to claims that any Content or the activity of your landing page visitor or Participants violates the law or the third party’s rights.

 

 

We provide Customer Service via Email or Phone. When requesting customer service or submitting complaint, you should provide at least your account name – we do not reply or take any action based on “anonymous” support requests. Most customer service enquiries are responded within 24 hours on business days.

 

 

You may cancel your Account at any time. An email or phone request to cancel your Account is not considered cancellation. In order to cancel the Account please email your request to customercare(at)rapidstartbusiness.com with subject “Cancel AutoCoach Subscription” and included your registered email and full name in the body of the email. We reserve the right to refuse to renew the Account subscription without reason (in particular, if we cancelled the Account due to our termination of the agreement or suspension of the Service).

 

 

We reserve the right to terminate or suspend the Service with immediate effect and refuse any and all current or future use of the Service in the event that you violate any of the provisions of these Terms of Service. To see what activities we particularly regard as violating our Terms of Service, please click here.

Examples of activities regarded as violation of our Terms of Service:

1. failing to make payment when due,

2. using the Service for abusive or prohibited practices

3. sending emails which we consider SPAM, in particular if:

a. the Customer’s name or domain (which the Subscribers can access by clicking links contained in emails sent by the Customer) is listed on the Spamhaus Registry Of Known Spam Organizations (ROKSO, http://www.spamhaus.org/rokso/) or such domain is listed on at least one of the following blacklists: URIBL (http://uribl.com/), SURBL (http://www.surbl.org/), SpamHaus DBL (http://www.spamhaus.org/dbl/) or ivmURI (http://dnsbl.invaluement.com/),

b. the Customer is found spamming by SpamCop or any other anti-spam organization

4. Customer breaches the rules of use of our trademarks and other intellectual property,

5. Providing inaccurate, unreliable or false registrant contact details, or failing to keep such contact details up to date.

6. Assigning rights and obligations resulting from the Service agreement to a third party without prior consent of Systemized Sales Pro.

 

Unless otherwise stated in these Terms of Service the amounts paid by you under these Terms of Service are non-refundable. Therefore, termination of the Service does not release you from the obligation to pay all and any fees already due as per our Refund Policy.

We reserve the right to terminate the Customer’s subscription to the Service at any time without cause, with immediate effect, without incurring any liability in this respect, except that we will refund a pro rata portion of any prepaid amounts for the subscription to the Service.

Termination, suspension as well as downgrade of the Service or any of its parts or features may affect your Account, set or planned campaigns, collected data and other information, etc. Please remember that once the Service or any of its parts or features are terminated, suspended or downgraded, certain processes that took place with respect to your Account, set or planned campaigns, collected data and other information, cannot be reversed, and AutoCoach shall bear no responsibility for consequences resulting therefrom.

 

 

Paid Account: When you purchase a Paid Account, the AutoCoach billing system charges your credit card for the initial billing period. After that, the billing system automatically renews your Account every 30 days, and charges the appropriate amount to your credit card.

Cancellation/Termination: if you cancel your Account or if we terminate the Service for cause as specified in Section 10 of these Terms of Service, no further amounts will be charged to your credit card. However, you are responsible for any amounts already charged to your credit card.

Refunds: our Service is a pay-as-you-go service. Therefore, we do not issue refunds, even if you cancel your Account immediately after your credit card is charged for the new billing period. For example, if we charge your credit card on August 10th, and you cancel your Account on August 15th, you are still responsible for paying for the entire month (or year, if you have selected an annual plan.) No subsequent charges are applied to your credit card, but the amounts already charged are not refunded.

 

The Service, AutoCoach software, is the property of AutoCoach or its content suppliers and protected by Canadian, U.S. and international copyright laws.

The trademarks may not be used in conjunction with other entities’ products or services in any manner that may cause confusion among customers and potential customers, or in any manner that discredits AutoCoach, its products and/or services.

 

 

We do not guarantee any minimum response times or delivery times in connection with performance of the Service.

 

 

You acknowledge that AutoCoach provides the Service on “AS IS” basis without warranties of any kind, either express or implied. Particularly, Systemized Sales Pro disclaims any warranty of title, merchantability, non-infringement or fitness for a particular purpose.

You are solely responsible for your use of the Service, particularly for all and any Content and email campaigns which you send through the Service. It is your sole duty and responsibility to backup all your files and data stored on your Google Cloud and under no circumstances will we be liable for any loss or damage due to loss of your files and/or data stored on Google Cloud.

 

AutoCoach is not responsible for:

a. actions and omissions of third parties (including Account users and Participants), especially using the Account by a third party taking the advantage of login details obtained from you or in other circumstances beyond Systemized Sales Pro’s reasonable control;

b. failure of external conditions and networks which are necessary to use the Service and are beyond ENTAC Solutions Inc.’s reasonable control;

c. problems of any kind with features used within test versions, in particular but not limited to beta-test versions;

d. insufficient or fluctuations of the bandwidth used by Customer or Participant which may affect Content quality.

To the maximum extent permitted by law, ENTAC Solutions Inc., its employees, directors, officers or representatives shall not be liable for any direct, indirect, punitive, special or consequential damage or loss (even if ENTAC Solutions Inc. has been advised of the possibility of such damage), howsoever caused and irrespective of the nature of the cause of action, demand or claim by the Customer. ENTAC Solutions Inc.’s entire liability, regardless of the form and cause of action, in any event is limited to the aggregate amount paid by the Customer for the Service in one month immediately preceding the date the Customer notifies ENTAC Solutions Inc. of such a claim, or in the aggregate, in respect of all claims under or related to the Services provided by AutoCoach to the Customer. The Customer hereby releases AutoCoach, its employees, directors, officers and representatives from any and all obligations, liabilities and claims in excess of the aforementioned limitation.

Neither party shall be responsible for any delay or failure in performance of their obligations under these Terms of Service due to Force Majeure or other occurrences that are beyond reasonable control of the party in default or failing to fulfil their respective obligations. By Force Majeure the Parties understand an exceptional occurrence, caused by an external factor which cannot be foreseen and which could not be prevented. Force Majeure occurrences include in particular: war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, emergency government action and administrative measures, activities of entities that affect the provision of the Service, and whose activity is independent of the Parties.

You agree to indemnify and hold AutoCoach, its employees, directors, officers, co-operators and representatives harmless from any and all claims, losses (either direct or indirect), damages, expenses, including but not limited to attorney fees basing or arising from (i) your failure (or any individual using your username details) to comply with your obligations under these Terms of Service or (ii) violation of any law, or of the rights of any third party by you, your landing page visitor or Participant, or (iii) your use of the third party services or integration of the Service with the third party services, or (iv) Participant’s Content and activity. We will notify you as soon as reasonably practical of any such claim, demand or cause of action for which we will require indemnification from you.

 

The ENTAC Solutions Inc. Anti-Spam Policy and Privacy Policy constitute an inherent part of these Terms of Service. If any provision of these Terms of Service or of any supporting document is invalid or unenforceable under the law of any government having jurisdiction, it shall not affect the legality, validity and enforceability of any other provisions hereof and such invalid or unenforceable provision will be modified to the extent necessary to render it valid and enforceable without altering its intent. ENTAC Solutions Inc. reserves the right to change any of the provision of these Terms of Service as well as any supporting documents at any time. The Terms of Service in this version are valid from Nov 15th, 2017.