0. Applicability

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

1. Overview

This Service Agreement is between Ram Ji Enterprises Inc., a Canadian company ("we", "us", "our", "Ram Ji Enterprises", or "RJE"), and you, the client, effective upon your electronic acceptance. RJE provides the Sales Falcon service, a tool facilitating email marketing campaigns. By using our Service, you acknowledge you are the sender of all email campaigns for legal/regulatory purposes, including the U.S. CAN-SPAM Act. This Agreement constitutes the entire agreement, supersedes prior agreements, applies to any individual or entity accepting it, and confers no third-party rights. We may modify this Agreement and related policies at any time; changes are effective immediately upon posting. Continued use after changes constitutes acceptance.

2. Service

Sales Falcon assists early-stage SaaS and tech startups in enhancing B2B sales by facilitating appointments with qualified prospects. Includes: a) identifying potential customers at scale; b) tools for targeting customers; c) methods for validating customer suitability; d) facilitating appointment scheduling. You are responsible for reviewing, approving, and initiating all aspects of the campaigns.

3. Email Marketing Policy and Client Responsibilities

3.1 Client as Sender - you are the sender of all email campaigns and solely responsible for compliance with applicable laws, including CAN-SPAM.

3.2 Compliance Requirements - campaigns must: a) provide an unsubscribe option; b) honor unsubscribe requests within 10 days; c) include a valid physical address; d) use accurate headers and subject lines; e) identify the message as an advertisement when required.

3.3 Approval Process - before sending you must: a) review/approve the recipient list; b) approve content and design; c) confirm campaign parameters; d) provide final authorization.

3.4 Client Education - you must review provided compliance resources (CAN-SPAM, best practices), ensure understanding, and notify us if you can't access them. Failure to review does not exempt you from compliance.

3.5 Ongoing Responsibility - stay informed about legal changes and adjust practices.

3.6 Use of AI Features - you may use AI-generated content at your discretion, but remain fully responsible for reviewing/approving it, ensuring compliance, any consequences, and modifying it to represent your brand. RJE bears no responsibility for AI-generated emails; you indemnify RJE for claims arising from your use of AI-generated content.

3.7 Right to Refuse - RJE may refuse any campaign it believes may violate laws or its acceptable-use policies, whether AI-generated or human-written.

4. Proper Messaging Content

You warrant all information (headers, subject lines, content) is not false, deceptive, or misleading; each email must include a valid physical address and comply with applicable laws including CAN-SPAM. You are solely responsible for legality and appropriateness of content.

5. Prohibited Use

You may not use the Service for unlawful, illegal, offensive, or harmful content. Prohibited uses include: a) pornography/sexually explicit content; b) illegal goods or services; c) pyramid schemes or MLM; d) affiliate marketing; e) pharmaceutical products; f) gambling services; g) any content deemed inappropriate by RJE; h) hate speech/discriminatory content; i) malware/viruses; j) phishing/fraud; k) unauthorized collection/distribution of personal information; l) IP violations; n) harassment/bullying/threats; o) content promoting self-harm or suicide; p) impersonation; q) interference with the Service; r) unauthorized access attempts; s) competitive intelligence gathering; t) automated/bot-driven use without permission; u) reselling/redistribution without authorization; v) unreasonable load on infrastructure; w) content offensive to public morality. Accounts engaging in prohibited uses are terminated immediately without refund; RJE may report illegal activities to law enforcement.

6. Termination, Cancellation, and Account Suspension

6.1 Termination by RJE - RJE reserves the absolute right to terminate, suspend, or cancel your account/Service at any time, with or without cause/notice, including deleting all associated cold email infrastructure without prior notice. Good-faith notice efforts will be made when possible, but RJE cannot be legally bound to do so; immediate action may be taken for repeated violations, illegal activities, or as required by law.

6.2 Termination by Customer - you may cancel at any time, effective immediately, via account settings, email, or support.

6.3 Effects of Termination - a) your right to use the Service ceases; b) on a commission basis, RJE is owed the negotiated commission for sales made from outreach done before termination; c) Data Retention/Access: data retained 30 days, you may request a copy in standard format; RJE may refuse a copy if it believes harm could result, the data violates acceptable-use/ToS, or providing it might bring disrepute; after 30 days RJE may delete all data and infrastructure without notice; d) RJE not liable for consequences of refusing/deleting data.

6.4 Post-Termination Obligations - a) cease using RJE content/infrastructure; b) remove/return user data as requested; c) fulfill outstanding payment obligations.

6.5 Limitation of Liability - RJE not liable for losses/damages/costs from termination, including loss of data, business interruption, loss of business opportunities, loss of revenue/profits, or any other direct/indirect/incidental/special/consequential damages.

6.6 Survival - provisions that by nature should survive termination shall survive (ownership, warranty disclaimers, indemnity, limitations of liability).

7. Indemnification and Limitation of Liability

7.1 Indemnification - you indemnify, defend, and hold harmless RJE and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees ("Indemnified Parties") from third-party claims resulting directly from: a) your breach of these ToS; b) your violation of applicable laws; c) your willful misconduct or gross negligence. Does not apply where a claim arises from the Indemnified Parties' own gross negligence/willful misconduct. RJE indemnifies you for claims arising directly from RJE's willful misconduct in providing the Service.

7.2 Limitation of Liability - to the fullest extent permitted, RJE and its affiliates/officers/etc. are not liable for indirect, punitive, incidental, special, consequential, or exemplary damages (incl. loss of profits, goodwill, use, data, or other intangible losses) arising from use of or inability to use the Service. Includes, without limitation: (a) use/inability to use; (b) actions related to investigations by RJE or law enforcement; (c) actions related to IP owners; (d) errors/omissions in operation; (e) deletion/corruption/failure to store data; (f) damages from email campaigns (blacklisting, deliverability, complaints); (g) damages from integrated third-party services; (h) accuracy/completeness/quality of information obtained; (i) your decisions in reliance on the Service; (j) unauthorized access to servers/personal information; (k) interruption/cessation of transmission; (l) bugs/viruses/trojans from third parties; (m) errors/omissions in content. Applies regardless of theory (contract, tort, negligence, strict liability), even if advised of the possibility. Does not apply to: a) damages from either party's gross negligence/willful misconduct; b) liability that cannot be excluded by law.

7.3 Limitation of Damages - RJE's total aggregate liability limited to the greater of: a) the amount you paid RJE in the three (3) months prior to the event; or b) $2,000.00 USD. Applies even if a remedy fails its essential purpose.

7.4 Limitation of Damages for Client - the Client's total aggregate liability limited to the greater of: a) the amount you paid RJE in the three (3) months prior; or b) $2,000.00 USD.

7.5 Exceptions - some jurisdictions don't allow certain exclusions; those limitations may not apply to you. Non-waivable statutory rights are unaffected.

7.6 Basis of the Bargain - the disclaimers/limitations reflect a fair allocation of risk and form an essential basis of the bargain; RJE couldn't provide the services economically without them.

7.7 Application - Section 7 limitations survive and apply even if a limited remedy fails its essential purpose; they don't apply to liabilities that cannot be limited by law.

8. Assignment to Subcontractors

RJE may assign responsibilities to subcontractors; we'll notify you of significant changes in service delivery.

9. Use of Client Name and Logo

RJE may use the Client's name and logo on marketing materials. The Client may revoke this permission at any time.

10. Showcase of Work Product

The Client permits RJE to use the work product in portfolios, websites, galleries, and other media, solely to showcase the work product.

11. Ownership of Materials

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

12. Severability

If any provision is invalid/unenforceable, the rest remains in full force.

13. Indemnity and Limitation of Liability

Each Party indemnifies the other (and its affiliates/officers/agents/employees/successors/assigns) against claims resulting from the indemnifying party's negligence or breach. Survives termination.

14. Governing Law and Jurisdiction

Governed by the laws of the Province of Ontario and federal laws of Canada. Exclusive jurisdiction: courts of the City of Toronto, Ontario. Parties waive venue objections and inconvenient-forum claims, and agree to good-faith negotiation before legal action.

15. Payment and Billing

15.1 Billing Periods & Automatic Renewal - subscription auto-renews monthly until cancellation; payment auto-deducted from the Payment Method on file; you must maintain accurate billing info or risk suspension/termination.

15.2 Cancellation - 15.2.1 Provider's Right to Cancel: RJE may unilaterally cancel at any time, for any reason, and delete infrastructure without notice, not liable for resulting losses. 15.2.2 No Liability for Cancellation. 15.2.3 Post-Cancellation Data Handling: data retained 30 days (copy available on request); after 30 days RJE may delete all data.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. RJE DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM DEFECTS, AND UNINTERRUPTED USE. Does not exclude warranties that cannot be disclaimed by law. We cannot guarantee uninterrupted or error-free operation.

17. Limitation of Liability

IN NO EVENT SHALL RJE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY, ON ANY THEORY OF LIABILITY.

18. Force Majeure

RJE not liable for failure/delay caused by forces beyond its control (strikes, work stoppages, accidents, war/terrorism, civil/military disturbances, nuclear/natural catastrophes or acts of God, and interruptions/loss/malfunctions of utilities, communications, or computer services).

19. Entire Agreement

This Agreement is the entire agreement governing your use of the Service, superseding prior agreements.

20. Waiver

Failure to enforce any right/provision is not a waiver.

21. Assignment

You may not transfer/assign without our written consent; RJE may assign to a successor from a merger, acquisition, or sale of substantially all assets.

22. Survival

Provisions that by nature should survive termination shall survive (ownership, warranty disclaimers, indemnity, limitations of liability, payment obligations).

By using RJE's Sales Falcon Service, you agree to these terms. Questions: support@sales-falcon.com.

23. Limitation of Claims and Dispute Resolution

Any claim must be filed within two (2) years of arising or may be time-barred. Disputes: a) good-faith negotiation first; b) if unresolved within 30 days, mediation by a mutually agreed mediator (costs shared); c) if mediation fails within 60 days, either party may pursue legal action. Nothing prevents seeking injunctive/equitable relief for data security, IP, or unauthorized-access matters.

24. Modifications to the Agreement

RJE may modify at any time, with notice via the Sales Falcon website and/or email. You may cancel within 30 days of any modification without penalty (notify us in writing). If you don't cancel within 30 days, continued use constitutes acceptance. On cancellation under this provision: a) reasonable opportunity to retrieve data (subject to retention policies); b) outstanding obligations remain. This 30-day right applies to all modifications and cannot be waived.

25. Refund Policy

25.1 Cancellation Refunds: a) prorated refund for any unused portion of the current billing cycle; b) full refund if cancellation occurs within the 14-day trial period.

25.2 Termination Refunds: if RJE terminates without cause, paid subscription fees are prorated and refunded.

25.3 Refunds for Agreement Modifications: cancel within 30 days of a modification for a pro-rata refund of prepaid, unused service.

25.4 Refund Process: a) original payment method; b) processing times vary.

25.5 Non-Refundable Items: services already rendered or used portions are non-refundable.

25.6 Dispute Resolution: a) address via customer support first; b) otherwise subject to the general dispute-resolution process.

RJE reserves the right to review each refund request case-by-case and may offer refunds at its discretion in situations not explicitly covered.