Terms Of Service

We = “Spio, Inc”, “Salesprocess.io” 9189912 Canada Corp. and Spio, Inc., operating as Salesprocess.io (“Provider”) provides an online platform and consulting service (the “Platform”) which, amongst other things, allows members to receive process training and associated collateral. This document sets forth the terms and conditions that apply to your use of the Platform. By using or accessing the Platform, whether manually or by automated means, you agree to be bound by these terms of service (the “Terms”). Terms of Use and Agreement Please read these Terms carefully before accessing the Platform. By using or accessing the Platform, you are agreeing to be bound by these Terms, which, together with our Privacy Policy, govern the relationship between you and the Provider in relation to the Platform. These Terms affect your legal rights and obligations.

Privacy Policy By agreeing to these Terms, you are also consenting to the collection and use of your information, including personal information, in accordance with our Privacy Policy.

License to Use Subject to the payment of the Fees (as defined below) and any commercial terms communicated to you by the Provider (the “Commercial Terms”), the Provider hereby grants you a limited, non-exclusive license to use the Platform (the “Platform License”). In the event of any conflict between these Terms and the Commercial Terms, the Commercial Terms shall prevail.

Group Calls and Content
By participating in group calls, you acknowledge and agree that these calls may be recorded for purposes including, but not limited to, product development, content creation, service improvement, and internal training.

You understand and agree that the content of group calls in which you participate may be used by the Company to create and offer products or services (the "Product"). You acknowledge that the Company shall own all rights, title, and interest, including all intellectual property rights, in and to the recordings and any Product derived therefrom. Your participation in a group call does not grant you any ownership rights or claims to the recordings or the Product.

You further agree that the Company may use recordings or excerpts from group calls, which may include your participation, for marketing and promotional purposes in any media, without further notice or compensation to you. This may include, but is not limited to, testimonials, promotional videos, social media posts, and website content.

You are solely responsible for the content you share or communicate during group calls. You agree not to share any content that is unlawful, harmful, defamatory, infringing, or otherwise objectionable. The Company reserves the right to moderate or remove any content shared by participants that violates these terms.

Your personal information, including any audio or video recordings in which you may appear, will be handled in accordance with our Privacy Policy, which is incorporated herein by reference and can be found at https://www.salesprocess.io/privacy-policy. Please refer to our Privacy Policy for details on data collection, usage, retention, and your rights regarding your personal data.

In the event of a breach of these Terms or any other agreement between you and the Provider, the Provider may terminate or suspend the Platform License immediately upon written notice to you.

Commercial Terms
In consideration of the Platform License, you agree to pay the Provider the fees set forth in the Commercial Terms, in accordance with the payment schedule set forth in the Commercial Terms.

Platform for Personal
Use The Platform and the content provided therein may not at any time without the written consent of the Provider be shared, sold, or otherwise disseminated to any other person or entity. Unless otherwise indicated, everything you see on the Platform that is behind a log in or which you are granted access to through the Platform is considered to be the Confidential Information (as hereinafter defined) of the Provider hereunder.

Changes
We may revise these Terms from time to time in our sole discretion and the most current version will always be available at salesprocess.io/tos. If a revision is, in our sole discretion, material, we will notify you at the e-mail address you have most recently provided to us. By continuing to access or use the Platform, you agree to be bound by the revised Terms. We may modify the Platform from time to time in our sole discretion which modifications may include, but not be limited to, the removal, addition, or modification of features within the Platform, graphic and stylistic modifications, and integration with third party products or services.

Age of Use
The Platform is intended for use only by individuals who are at least eighteen (18) years of age. If you are not at least eighteen (18) years of age, you are not authorized to use the Platform without the permission and supervision of your parent or legal guardian. If you are under the age of majority, you warrant that you have the express permission of your parent or legal guardian to use the Platform. If you are a parent or legal guardian and have authorized a minor to use the Platform in accordance with these Terms and the Privacy Policy, you agree that you are responsible for the online conduct of the minor, the compliance by the minor with these Terms and for the consequences of any misuse of the Platform by the minor.

Your Responsibilities
You are solely responsible for your interactions with other users of the Platform. You are responsible for obtaining and maintaining all computer hardware and other equipment needed for access to and use of the Platform and all charges related thereto. Provider will not be liable for any damages to your equipment or for any data charges resulting from the use of the Platform.

Accurate Information; Registration and Passwords; URLs In consideration of your use of the Platform, you agree to: (a) provide accurate information as prompted through the Platform; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Provider has reasonable grounds to suspect that such information is inaccurate, Provider may suspend or terminate your use of the Platform and/or decline to permit your continued use of the Platform and future access to the Platform.

To access certain parts of the Platform, you may be required to open an account for the Platform, in which case you will have to create a username and password and provide registration information as set forth in the Privacy Policy. You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.

You are responsible for maintaining the confidentiality of your credentials and are solely responsible for all activities (whether by you or by others) that occur under your credentials. You must notify the Provider immediately of any unauthorized use of your password or account or any other breach of security. Provider assumes no liability for any loss or damage arising from any unauthorized use of your credentials by a third party. Provider may require that you change your password prior to accessing the Platform at any time if it deems that your existing password has been or might reasonably be compromised or as part of its regular security measures.

If you are a business, government, or non-profit entity, the person whose e-mail address is associated with the account at the time of registration must have the authority to bind you to this Agreement.

Service and Group
The service provided may include an online group where you can engage with admins and other members. Occasionally, admins will post content within the group. Services may include content, templates and access to tools or modelling tool.

Member Respect and Language
We request that you respect all members and use language that makes members feel comfortable. The goal here is to foster a positive and productive environment for people to learn. Any language that can be considered obscene or offensive will result in you being removed from the group without refund.

Providing Value Through Your Posts
If something worked for you, or you think something is valuable to the group, post about it. If you have a success instance, post about it. If you have experiment results that you are excited about, post about it. Put thought into your posts and replies. This makes it easier to index and easier for other members to get value.

Asking For Help and Posts, Complaints Posting questions and asking for help with a topic is the point of the group. However, if you have a complaint about something or someone in the group, you can send this complaint through a private message to an Admin. If you post a complaint publicly, you will be removed from the group without refund. Please allow at least 24-48 hours for a response to a complaint or question.

Questions About Billing and Plans If you have questions about billing and plans, please message an Admin directly. We will respond as soon as we can.

Privacy Of Members and Content, Liability
If you do not respect the privacy of members or you share the member list with some 3rd-party, then you will be removed from the group without refund. If private member content is shared outside the group, and that results in damages caused for either the Admins of the group or its members, the person or entity who shared the content will be liable for any damages caused.

Referrals To Group
If you would like to refer a customer, please have them reach out to an Admin and mention that they were referred by you. We will pay out an affiliate commission if the member is a good fit and signs up.

Returns, Refund Policy, and Removal
Unless otherwise specified during sign up, there are no refunds. Admins have the right to remove a member without explanation and without refund for any reason.

Renewals and Cancellations
If you would like to cancel your service, please reach out to an Admin either through the platform or in an email. If you have signed up, you are eligible for renewal the following year.

Prohibited Uses
As a condition of using the Platform, you agree that you will not use the Platform for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by the Provider. By way of example, and not as limitation, you agree not to use the Platform: in any way that is false, inaccurate or misleading; in any way that is disruptive or otherwise makes you unreasonably difficult to work with; impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; to attempt to restrict another user from using or enjoying the Platform or to encourage or facilitate violations of these Terms or the Privacy Policy, including impairing the participation of our instructors or other users in the Platform or programs provided therein; to disseminate any of the Provider’s IP and Information (as hereinafter defined) or the Provider IP (as hereinafter defined); to sell, transfer, license or assign your user account, username, or any other rights granted to you hereunder; in any way that is fraudulent or otherwise involves the sale of illegal or stolen goods; to collect and use service or product listings, descriptions or images; to abuse, harass, threaten, impersonate or intimidate any person; to post or transmit, or cause to be posted or transmitted, any content on the Platform that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person; for any purpose (including posting or viewing content) or in any fashion that is not permitted under the laws of the jurisdiction in which you use the Platform; to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Platform; to reverse engineer, decompile or disassemble the Platform, or to convert into human readable form any of the contents of the Platform not intended to be so read, including but not limited to using or directly viewing the underlying code for the Platform except as interpreted and displayed in a web browser; to create or transmit unwanted ‘spam’ to any person or any URL; to violate or attempt to violate the security of the Platform; with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Platform for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or might impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; or (iii) bypass any measures we may use to prevent or restrict access to the Platform; to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of the Platform to become users of other on- or offline services directly or indirectly competitive or potentially competitive with the Provider; to interfere with or attempt to interfere with the proper working of the Provider; or in any other way that violates these Terms. Provider shall have the right, but no obligation, to monitor the content and your activities on the Platform to determine compliance with these Terms and any other operating rules we establish. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that are in Provider’s sole discretion is inappropriate, objectionable or in violation of these Terms.

Except as specifically set forth herein, the Provider neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Platform, whether it is provided by the Provider, our employees, or a third party. Under no circumstances will the Provider be liable for any loss or damage of any kind caused by reliance on information obtained through the Platform. Neither Provider nor any third-party content provider shall assume or have any liability for any action or inaction by Provider or any third party content provider with respect to any conduct, communication or posting on the Platform.

The Provider reserves the right at all times to remove any content from the Platform in its sole discretion, including content posted or submitted by you.

Ownership of Intellectual Property
Except for the right of access to the Platform under the Platform License or as otherwise specifically set forth herein, you do not gain any ownership of or any rights in or to any of the Intellectual Property of the Provider (the “Provider IP”) by virtue of this Agreement. When used herein, the term “Intellectual Property” means all intellectual property rights comprising or relating to: (a) patents; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not registerable, including copyrights and copyrightable works, audio, video, documents, spreadsheets, sales funnel designs, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.

Confidentiality
Confidential information (the "Confidential Information") means, with respect to the Provider, (i) any proprietary information contained in or made available through the Platform that is not generally known to the public or otherwise explicitly marked as being confidential (or any variation of such term) or being subject to the copyright of such party, marked in red text, or otherwise classified by the Provider as confidential; (ii) communicated directly to you in confidence; or (iii) would otherwise, by its nature, reasonably be expected to be viewed as proprietary or confidential by the Provider, whether in tangible or intangible form, in whatever medium provided or accessed, including but not limited to via e-mail or social messaging technology (including, but not limited to, Telegram and SMS), whether unmodified or modified by the you, whenever and however disclosed. For greater certainty, (i) all credentials you use to access the Platform; and (ii) all of the Provider IP which is not made public by the Provider is considered to be Confidential Information hereunder.

Confidential Information means, with respect to you, any non-public information disclosed directly and privately to the Provider that is explicitly marked by you as being confidential or in a setting which is indicated by the Provider as being of a confidential nature. For greater certainty, any information disclosed by you through the Platform in public forums or in other areas of the Platform which are publicly accessible or accessible by other users of the Platform is deemed not to be Confidential Information hereunder. Each Party (the “Receiving Party”) agrees that it will not disclose, divulge, reveal, report or use, for any purpose other than to carry out the intent of this Agreement, any Confidential Information which the Receiving Party has obtained, except as authorized by the Disclosing Party or as required by law. Notwithstanding anything contained herein to the contrary, any usage of data described in the Privacy Policy in effect from time to time shall be deemed to have been consented to by you hereunder.

Use of Feedback
Notwithstanding anything contained herein to the contrary, if you send or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, (i) endorsing the Platform; (ii) providing information on the performance of the Platform or your business in relation to the use of the Platform; or (iii) any other feedback regarding the Platform ("Feedback"), Provider is free to use such Feedback irrespective of any obligation or limitation contained herein. In furtherance of the foregoing, you hereby license to Provider on your behalf, and on behalf of your employees, contractors and/or agents, the right to use the Feedback for promotional purposes and agrees that the Provider may publish the Feedback in any media anywhere throughout the world. Third Party Service Your use of any third-party service provider in connection with the Platform, including, but not limited to payment service providers is governed by such third-party service provider’s then applicable terms and conditions and, to the extent that you make use of a third-party provider in connection with the Platform, you hereby agree to abide by such terms. Any fees charged by a third-party service provider in connection with your use thereof shall be your sole responsibility.

Links
The Platform may provide, or third parties may provide, links to other websites or resources. Because Provider has no control over such sites and resources, you acknowledge and agree that Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or goods or services available on or through any such site or resource.

Release and Indemnity
You will indemnify, defend, and hold harmless Provider, its agents, shareholders, officers, directors, and affiliated entities (the “Provider Releasees”) against any actual or threatened third party actions, suits, proceedings, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages, grievances, executions, judgments and demands of any kind whatever (“Claims”) arising out of or based upon any breach of these Terms or from any representation or warranty contained herein and made by the you which was or is at any time false, and indemnify the Provider Releasees from all damages, costs, and lawyers’ fees finally awarded in any such Claim.

You hereby expressly and irrevocably release and forever discharge Provider, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Platform.

Notwithstanding the foregoing, in no event shall Provider be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Platform (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or (ii) to provide substitute goods or services (however arising).

Disclaimer of Warranties
EXCEPT AS SET FORTH IN THE COMMERCIAL TERMS, THE PLATFORM AND ANY ASSOCIATED SERVICES OR PRODUCTS ARE PROVIDED BY PROVIDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED IN THE PLATFORM, OR TO THE FUNCTIONALITY OF ANY PRODUCTS OR PRODUCTS ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PROVIDER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. PROVIDER IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS IN THE PLATFORM. BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM AND SERVICES ASSOCIATED THEREWITH, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE PLATFORM IS SOLELY AT YOUR OWN RISK. PROVIDER DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF PROVIDER ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, PROVIDER DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF THE PLATFORM, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND PROVIDER, OR BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.

Content Accuracy
Spio, Inc., Salesprocess.io does not warrant the accuracy, completeness, or usefulness of the information available on the service. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the service, or by anyone who may be informed of any of its contents.

Acknowledgment
Your use of the service signifies your understanding and agreement that Spio, Inc., Salesprocess.io is not responsible for any damage or harm resulting from your use of the service, and your use of the service is at your own discretion and risk.

Security
Provider maintains reasonable safeguards and personnel policies that are designed to guard the Platform, the Provider’s systems and the Provider’s users’, business partners’ and others’ information. For example, for the security of your online visit to the Platform, Providers may make use of firewall barriers, encryption techniques and/or authentication procedures. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while Provider strives to protect your information, it cannot ensure or warrant the security of any content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, Provider will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you most recently provided to us.

Electronic Communications
When you use the Platform or send emails to Provider, you are communicating with us electronically and you consent to receive non-marketing communications from Provider electronically. Provider may communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that Provider provides to you electronically satisfy any legal requirement that such communications be in writing. Resolution of Disputes If a dispute arises out of, or in connection with this Agreement, the parties agree to first meet to pursue resolution through negotiation in good faith. In the event that any such dispute cannot be resolved through good faith negotiation within a period of sixty (60) days, then either party may submit the dispute to binding arbitration, with such arbitration to be held in the City of Toronto, Ontario in accordance with the provisions of the Arbitration Act 1991 (Ontario) or in New York, New York. Miscellaneous No agency, partnership, joint venture, or employment is created as a result of the Terms and you have no authority of any kind to bind Provider in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Provider shall not be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond Provider’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). Providers may transfer, assign, or delegate the Terms and its rights and obligations without consent.

Survival
Any of these Terms which by its nature should survive termination, including those with respect to Fees, Ownership of Intellectual Property, Confidentiality, Use of Feedback, Release and Indemnity, Disclaimer of Warranties, shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms. Severability The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms and any such invalid or unenforceable term shall be deemed to be severable. Governing Law and Language These Terms are made under and governed by and are to be construed in accordance with the laws of Province of Ontario and the federal laws applicable therein. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that you may now or hereafter have to the venue of any such proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.