TERMS OF SERVICE OVERVIEW

THE FOLLOWING KEY POINTS (INCLUDING SECTION REFERENCES) ARE PROVIDED FOR YOUR CONVENIENCE ONLY AND ARE NOT IN LIEU OF THE FULL TERMS OF SERVICE LOCATED HERE. IT IS YOUR RESPONSIBILITY TO READ THOSE TERMS OF SERVICE BEFORE USING THE ENVOKE SERVICE.

Using Envoke means you agree to the terms of service and represent and warrant you’re authorized by your organization or company to do so. (see s.3 “How it works”)

Envoke is a permission-based marketing service. Deliberate sending of “spam” or violating the Terms of Service will result in the closing of your account. (see s.16 “Acceptable Use of the Service”)

Data you host in Envoke such as contact records, email content and information you collect through Envoke belongs to you. (see s.14 “What do you own?”).

The Envoke software and the content on our website belong to us. (see s.13 “What do we own?”)

Apart from your own users, the data or unpublished content you host with Envoke can be only be viewed by Envoke employees and partners who have signed confidentiality agreements. (see s.14 “What do you own?”).

All Personally Identifiable Information (PII) is held only on servers located in Canada. (see s.14 “What do you own?”).

The Envoke service is subject to the laws of Canada and the province of Ontario. (see s.24 “Governing Law”)

Any requests for your data or content by individuals, police or other regulatory agencies from within Canada or outside of Canada will always be referred to you. The only exception would be if this puts us in violation of Canadian or Ontario law; however, in all cases we will strenuously resist any release of your data by anyone but you. (see s.14 “What do you own?”).

Envoke security is only as good as your management of usernames and passwords. We don’t charge for Envoke user accounts so create a separate one for each user and keep passwords secret. You are responsible for your account. (see s.3 “How it works”)

You can cancel your account at any time. We do not provide refunds on any unused credit if you cancel. (see s.3 “How it works”)

We can cancel your account at any time. We do provide refunds for email credits and unused services if we cancel your account. (see s.3 “How it works”)

Your data will be deleted after cancellation and may also be deleted if an account user has not logged in for 12 months or more. We will maintain aggregated data from your account that does not include personally identifiable information for statistical purposes. (see s.3 “How it works”)

Email credits are purchased on a pay-as-you-go basis and never expire. The only exception is if you haven’t logged on to your account for 12 months. In this case, we reserve the right to delete your account, your data and the associated credits. (see s.10 “What do I pay for the Service?”)

We work hard to ensure Envoke is up and running at all times and to provide advance notice if we need to temporarily suspend the service for maintenance. However, we do not guarantee the service will be up and running at all times and we’re not liable for any losses you suffer from using Envoke, including losses on your part if the system is not running at a time you need it. (see s.17 “Disclaimers”).

We don’t monitor your content or who you send messages to. However, we do monitor complaints and other problems created by your activities. Too many complaints or problems can result in the cancellation of your service at our discretion. (see s.7 “Monitoring”)

We’re committed to providing excellent Product Support to help you become self-sufficient with Envoke. We provide support in the form of documentation and video on our website, the Envoke support ticket system and by telephone. There’s no charge for product support; however, we reserve the right to discontinue support for specific client accounts at our discretion. (see s.5 “Support”)

Product Services is for those times when you want us to do some work related to Envoke rather than do it yourself. Our rate for Product Services is $135 per hour. We also provide consulting services at higher rates. We reserve the right to change our rates at any time. (see s.6 “Product and Consulting Services”)

We will inform you if we believe there’s been a breach of your data and will make an effort to provide related details and information. (see s.14 “What do you own?”)

We reserve the right to make changes to this agreement at any time. We will attempt to inform you about changes to the terms and conditions but use of the service means you agree to changes in the Terms. (see s.9 “Changes”).

The Terms of Service and our Privacy Policy have been drafted in English only, and you agree the English language version of the Terms of Service and Privacy Policy will take priority in the event of any conflict with any translated version.

ENVOKE TERMS OF SERVICE

LAST UPDATE: SEPTEMBER 14, 2018

Please read these terms and conditions of service (the “Terms“) carefully before using this web site (the “Site“). These Terms exempt Bettermarketing Inc. o/a Envoke. (“Bettermarketing“, “Envoke” “we“, or “us“) and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of this Site.

By visiting or using this Site or the Service, you agree on your own behalf, and on behalf of any organization on whose behalf you may act (collectively referred to herein as “you“), to accept and abide by these Terms for each use of and each visit to this Site.

1. Our Services.

The services that we offer through the Site a service that allows you to create, send, and manage email messages (“Emails“) to recipients of your choosing (the “Service“).

2. Licence.

Subject to these Terms, Envoke hereby grants you a non-exclusive, limited, non-transferable license during the Term to view the Site and use the Service as permitted by the features of the Service. We reserve all rights not expressly granted herein in the Service and the Envoke Content (as defined below).

3. How it works.

By using our Service, you represent and warrant that you meet all the requirements listed above.

4. Emailing Content.

When interacting with Envoke via this Site or the Service, you agree to provide true and accurate information. Further you understand that providing confidential information via email is an unsafe practice. You understand that you are solely responsible for anything that you send to anyone using our Service.

5. Support.

We provide you support to help you become self-sufficient with the Service. We provide you with support in the form of documentation and videos on the Site, the Envoke support ticket system and by telephone. You can reach us by clicking on the “Support” tab at the top of the Site. There’s no charge for product support; however, we reserve the right to discontinue support for specific client accounts at our discretion.

6. Product and Consulting Services.

Product Services is for those times when you want us to do some work related to Envoke rather than do it yourself. Our rate for Product Services is $125 per hour. We also provide consulting services at higher rates. We reserve the right to change our rates at any time.

7. Monitoring.

We will not monitor or judge the content of information transmitted over the Service, but will investigate if we receive complaints of possible inappropriate use. Envoke may, at any time and in its sole discretion, make determinations that particular uses are or are not appropriate with or without notice to you, according to the following guidelines.

8. Term.

The Term begins when you sign up for an account with us and continues as long as you use the Service. You represent and warrant that you have the authority and ability to sign up for an account for us (including if you sign up on behalf of an organization).

9. Changes.

We may decide at any time and for any reason to add to, remove, or change any part of these Terms. If we do, we will update the “Last Update” notice at the top of this document to reflect the date we made those changes. The changes to the Terms will be effective as of the date the changes to these Terms are posted to the Site. If any change to these Terms is not acceptable to you, you must stop using the Service immediately. If you keep using the Site or the Service after we posted the changes to the Terms, you agree that you will be deemed to have accepted those changes. We may change the Site, the Service, or any features of the Service at any time.

PAYMENT

10. What do I pay for the Service?

You may buy pre-paid credits to send Email (“Credits“) through our Service, as we describe in detail on the “pricing” page of our Site. The Credits never expire and there are no recurring fees for these Credits. The only exception is that if you do not use your account for twelve (12) months, we may cancel your account and any unused Credits. We may change our pricing at any time by updating the pricing page of our Site, which will take apply to your next purchase of Credits.

11. How do I pay for the Service?

You can pay for Credits using any major credit card. We may change which methods of payment we accept at any time.

12. Can I get a refund?

The amounts you have paid for using the Service are non-refundable if you cancel your account. If we cancel your account, we will refund you for any Credits you have left.

RIGHTS

13. What do we own?

Except for the content that you provide to us (including, without limitation, contact records, email content and information you collect through the Service) (“Your Content“), all materials included on our Site, the Service and all materials therein or transferred thereby, including without limitation, software, images, text, graphics, illustrations, logos, patents, trade-marks, service marks, photographs, audio, videos, music, and content belonging to other Users (the “Envoke Content“) (and all intellectual property rights related thereto) are owned by us or our licensors.

14. What do you own?

We claim no ownership rights over Your Content. Your Content is yours and you retain ownership of Your Content that you upload to the Service. By sharing Your Content through the Service, you agree to allow others to view, edit, and/or share Your Content in accordance with your settings and these Terms. You represent and warrant that you either own or have permission to use all of the material that you use in your Emails. We may use or disclose your materials only as we describe in these Terms and our Privacy Policy.

Envoke respects the privacy of its users. Any personal information which Envoke collects via this Site or the Service is subject to the Envoke Privacy Statement which is incorporated by reference into these Terms. We may use and disclose your information according to our Privacy Statement.

Envoke will not provide access to Your Content to anyone except those employees and contractors of Envoke who have executed appropriate confidentiality agreements with us or we have your consent.

If we receive a request from a government or regulatory authority to have access to Your Content, we will notify you of the request and seek your consent before we release any of Your Content. We will resist any requests for Your Content and will not release Your Content in response to this type of request without your permission or being required to by a court of competent jurisdiction or the applicable regulatory body.

In the event that we become aware that Your Content has been subject to unauthorized access, use, copying, theft, loss, or use or disclosure in violation of these Terms (a “Breach”), we will notify you promptly and inform you of what took place. You agree that Breaches will be handled in accordance with applicable law, and if we need you to inform members of your Email distribution lists then you will agree to do so promptly and as we direct.

We will retain and use and transmit Your Content in Canada except with your prior written approval or direction (for example, if you choose to send Your Content to individuals outside of Canada). The servers used to provide the Service are located in Canada.

If you have trouble accessing Your Content, Envoke will assist you to retrieve Your Content on a time and materials basis.

RULES AND ABUSE

15. Reporting Abuse

If you believe anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from another user of the Service, if you think another user of the Service has posted material that violates any copyrights, or if you think anther user of the Service is otherwise violating these Terms please contact us at helpdesk@envoke.com.

16. Acceptable Use of the Service.

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You agree that you are responsible for determining whether the Service will comply with and are suitable for you to use in your jurisdiction. For greater certainty, you agree that you shall (and agree to ensure that your employees, agents and authorized users shall):

-only use the Service in a way that complies with the law and regulations, including data protection, electronic communication, and privacy laws that apply to the countries where you are sending any Email.

-not use the Service to spam, or send any Email that is unlawful, harmful, abusive, harassing, offensive, infringing, invasive of personal privacy, defamatory, threatening, profane, or otherwise objectionable.

-not use the Service to send any Email that relates to gambling, credit cards, debt collection, pharmaceuticals, or adult content.

-not modify, reverse engineer, decompile, create derivative works from, or disassemble this Site or Service for any reason whatsoever, including for the purpose of creating competitive products or services.

-not do anything that will interfere with the proper working of the Service, and you will not upload or send invalid data, viruses, worms, or other software agents through the Service.

-have all the necessary permissions to send Your Content and to allow us to send the Emails you create to that individual on your behalf.

Export Laws.

We make no representation that the Site or the Service are appropriate or available for use outside of Canada, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the Envoke Content or other materials at this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation Canadian and U.S. export laws and regulations. If you choose to access this Site from outside Canada, you do so at your risk and you are responsible for compliance with applicable local laws.

LIABILITY

17. DISCLAIMERS

The Service and this Site are provided “as is” without any representations, warranties, or conditions of any kind, and Envoke expressly disclaims, to the full extent permissible by applicable laws, all representations, warranties, and conditions, express or implied, by operation of law or otherwise, including without limitation any implied warranties and conditions of merchantability, or fitness for any particular purpose or use, or non-infringement of third party rights, or those arising out of course of performance, course of dealing or usage of trade with respect to this site (including the Content) or the Service.

We do not warrant that this Site will (i) meet your requirements, (ii) be compatible with your computer or mobile device or any related equipment, (iii) be reliable, accurate, authentic, current or complete, (iv) continue to operate, (v) operate or be available without interruptions, or (vi) be error-free or free of computer viruses. Envoke may maintain the Site and perform upgrades, fixes or patches on or to the Site at any time without notice.

Information provided through our website, support responses, advice and recommendations from our consultants or any other communications directly or indirectly from Envoke does NOT constitutes legal advice.

18. LIMITATION OF LIABILITY

Envoke’s aggregate liability under this Agreement, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the total fees paid to Envoke under these Terms in the twelve (12) months immediately prior to the month in which the most recent event giving rise to liability occurred.

None of Envoke, its affiliates or their respective directors, officers, employees, agents or other representatives (collectively “Envoke Representatives”) or the operators of any attached networks will have any responsibility or liability in connection with this Site or the Service for:  (i) any indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or revenue or lost profits  , whether based on contract (including fundamental breach or breach of a fundamental term), tort (including negligence) or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill or other economic loss, arising from or in connection with or relating to Your use of or access to, or any inconvenience, delay or loss of use of or access to, this Site, the Content, the Service or any content of any linked web site, or failure of those linked web sites, even if Envoke or any Envoke Representatives have been made aware of the possibility of such damages or loss or if such damage or loss was foreseeable.

19. Indemnity.

You will indemnify and hold Envoke and/or the Envoke Representatives (the “Envoke indemnified parties“) harmless from and against any claims brought by third parties, and any fines or penalties awarded against us, arising out of your use of the information accessed from this Site or your use of the Service, and any breach of these Terms, including but not limited to any use of the content or postings other than as expressly authorized in these Terms or any Emails or other communications sent through the Service. You agree that the Envoke indemnified parties will have no liability in connection with any such breach or unauthorized use or modification, and agree to indemnify the indemnified parties against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the Envoke indemnified parties in connection therewith.

Envoke shall defend, indemnify and hold you harmless from and against any and all claims, demands, actions, suits or proceedings made or brought against you by a third party alleging that your access to or use of Service in accordance with this Agreement infringes the intellectual property rights under Canadian law of a third party (an “IP Infringement Claim”) provided that Envoke shall have sole control over the defense or settlement of any such claim. If the use of any of the Services or portion thereof is, or in Envoke’s opinion is likely to be, enjoined by reason of such an infringement, Envoke shall procure at its own expense the right for you to continue using the Services or impacted portion thereof, or Envoke agrees to modify or replace the enjoined items with  equivalent items so they become non-infringing without adversely altering their functionality.

Either party agrees to notify the other promptly in writing of any claim that is subject to an indemnficiation obligation and to cooperate with the other party by providing such information and assistance as is reasonably necessary and appropriate for the handling of the defense of such claim.   The indemnities under this section 19 survive termination or expiry of this Agreement and are your exclusive remedy with respect to IP Infringement Claims.

20. Equitable Relief.

If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief. You agree that this will be in addition to and without prejudice to any other rights we may have at law or in equity.

21. Links to Other Web Sites.

If we provide any links to third party web sites, they are provided only for convenience. If you use these links, you will leave our Site. We do not control these third party sites or endorse them. You agree that we are not responsible for any of these third party sites or their content. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Additionally, we have no responsibility and make no claims about the appropriateness of the web site content of these external links for minors.

22. Third Party Requests.

If we have to provide information in response to a legal or government request relating to your account or your use of the Service, then you agree that we may charge you for our costs. These fees may include our legal fees and the costs of our employee time spent preparing the response to the request.

GENERAL TERMS

23. Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Envoke without restriction, upon reasonable advanced notice to you.

24. Governing Law.

These terms will be governed by and construed in accordance with all applicable federal laws and the laws of Ontario without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts of Ontario for the determination of any dispute concerning these Terms.

25. Severability.

If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unlawful or for any reason unenforceable, then that provision will be enforced to the maximum extent permissible to give effect to the intent of these Terms, and the remainder of these Terms will continue in full force and effect and will remain enforceable.

26. Waiver.

Any waiver of, or consent to depart from, the requirements of these Terms will be effective only if it is in writing and signed by us, and only in the specific instance and for the specific purpose for which it has been given. Our failure to exercise or our delay in exercising, any right under these Terms will not operate as a waiver of our rights.

27. Further Assurances.

Each party agrees to sign and provide all documents and take any actions (or cause the doing of those actions) necessary to meet its obligations under these Terms.

28. Notices.

All notices to Envoke must be in writing and sent to us by email. Notices to us must be sent to the attention of our customer service representatives at helpdesk@envoke.com. Notices to you may be sent to the address or email address supplied by you as part of your registration. In addition, we may broadcast notices or messages through this Site to inform you of changes to this Site or other matters of importance, and these broadcasts will constitute notice to you at the time we post them. If we receive a Notice after 5 pm or on a non-business day, that Notice will be deemed to have been received on the next business day.

29. Entire Agreement.

These Terms and our Privacy Statement make up the entire agreement between you and us with respect to your use of the Site and the Service, and supersede all prior agreements, representations, and understandings between Envoke and you with respect to this subject matter. In the case of any conflict between the Privacy Statement and these Terms, these Terms will govern. Where Envoke provides any products, services, contests or programs that are governed by other terms and conditions, those other terms and conditions (“Additional Terms”) will govern with respect to those specific products, services, contests or programs. In the case of any conflict between the Additional Terms and these Terms, the Additional Terms will govern.

30. The parties have expressly requested and required that these Terms, our Privacy Policy, and any related documents be drafted in English. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais. You agree that the English language version of these Terms and Privacy Policy will take priority in the event of any conflict with any translated version.

31. All provisions of these Terms which by their nature or import are intended to survive expiration or termination of these Terms, shall survive, including, without limitation, Sections 17-19.