General Terms of Service – WEBINARS.click

Webinars.clickis a webinar automation platform developed, owned and managed by SYSTEMRY GLOBAL TECH (OPC) PRIVATE LIMITED (“SYSTEMRY”). All use of SYSTEMRY’s Software and Products are subject to these Terms of Service and all incorporated policies (“Agreement”). This Agreement contains the terms and conditions under which SYSTEMRY and its affiliates provide its Products to the Clients and describes how the Products may be accessed and used. When you purchase SYSTEMRY Products, or otherwise use or access a SYSTEMRY Site or Product, you agree to be bound by this Agreement and applicable laws, rules, and regulations.

BY ACCESSING, USING, OR INTERACTING IN ANY WAY WITH ANY SYSTEMRY PRODUCT, YOU ARE AGREEING TO AND ACCEPTING ALL TERMS AND CONDITIONS CONTAINED HEREIN.

You must be at least eighteen years old to access any SYSTEMRY Sites. If you are under eighteen years old, you may not use the Sites or purchase any product or service from SYSTEMRY without the supervision and consent of your parent or guardian.

If you collect Personal Data from residents of the EU or if you are a Controller for purposes of the GDPR, you must read and accept the Data Processing Addendum (“DPA”) which is incorporated herein by reference. SYSTEMRY may begin tracking or collecting information from visitors who come from third-party email or advertisements immediately.

1. Definitions

“Affiliates” – SYSTEMRY’s Affiliates may include subsidiaries, subcontractors and sub-processors. SYSTEMRY may subcontract any work under these Terms to a third party or Affiliate without The Client’s prior written consent.

“The Client” means the individual or entity using any SYSTEMRY Products, subject to this Agreement. By accessing or using SYSTEMRY Products or services, You, as The Client, represent that You are authorized to access and/or to use the Products, and if You are an entity, only individuals within Your organization are authorized and permitted to do so (each an “Authorized User”). The Client and each Authorized User agree to abide and be bound by these Terms.

“The Client’s Agreement” means this Agreement together with the applicable billing rates found in the Product’s specific the Client portal.

“Confidential Information” means, except as set forth in the following paragraph: (a) the terms of this Agreement and (b) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of the disclosing party to the receiving party for purposes arising out of or in connection with this Agreement, that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure, and if disclosed orally, is summarized in reasonable detail in a writing delivered to the receiving party within ten (10) days following disclosure; (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (iv) will include any reproduction of such information in any form or medium, or any part of such information.

Notwithstanding the foregoing, the following shall not be Confidential Information: (1) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the receiving party; (2) information that was rightfully in the receiving party’s possession without restriction before disclosure; (3) information that was rightfully disclosed to the receiving party by a third party without restriction (4) information that was independently developed by employees and/or contractors of the receiving party who did not have access to and without use of or reference to the disclosing party’s Confidential Information; and (5) The Client Data (in accordance with the Privacy Policy) .

“The Client Data” means all electronic data or information, including but not limited to data belonging to The Client or any third party, provided by The Client to SYSTEMRY or entered by The Client into a SYSTEMRY Product, service, or website.

“DPA” means the SYSTEMRY Data Processing Addendum, set forth at which is expressly incorporated into this Agreement by reference.

“Electronic Communications” means any transfer of signs, signals, texts, electronic mail, images, sounds, data, or intelligence of any nature transmitted in whole or in part electronically received and/or transmitted through the Products.

“End Users” means The Client’s customers, subscribers or users that sign up to any webinar produced by The Client via Product’s public facing webinar signup pages.

“Privacy Policy” means the SYSTEMRY Privacy Policy, set forth at https://webinars.click/privacy-policy/ which is expressly incorporated into this Agreement by reference.

“Products” means, collectively, the Webinars.clickwebinar automation platform, services, Sites, and tools, including all Software and Sites that are governed by this Agreement.

“Site” means any site where You access the Products, including but not limited to https://webinars.click, https://app.webinars.click, and other associated sites operated or controlled by SYSTEMRY, including but not limited to https://mediamonk.ai and https://getalt.email, unless expressly excluded or where a separate policy is provided (collectively, “the Sites”).

“Software” means any SYSTEMRY software including any web- or cloud-based application, mobile app, server-based application, the Client, desktop or standalone software application, plugin, or add-on, including but not limited to Webinars.click, Media Monk, and ALT Mail. “Software” also includes all documentation, manuals, tutorials, user guides, videos, and accompanying or associated materials whether printed or electronic.

“Third Party Applications” means applications, integrations, services, or implementation, customization and other consulting services related thereto, provided by a party other than SYSTEMRY (“Third Party Applications”) that inter-operate with the Products.

2. The Client Information

The Client’s license to use the Products and receive Support is contingent on The Client making timely payments as outlined in the billing section below and keeping its the Client information up to date at all times.

When enrolling in, subscribing to, or purchasing any SYSTEMRY Product(s), The Client must provide only true and accurate information, which is current and complete. The Client’s entry of any information on our Sites is your promise that any name, mailing address, e-mail account, and/or credit card information you provide is registered to you and/or your use of such information is with permission. The Client understands and agrees that SYSTEMRY can bar your access to and use of the Sites and/or Products if SYSTEMRY believes that The Client has provided untrue, inaccurate, not current, or incomplete information. The Client also agrees that if The Client is ordering or purchasing Products or services on behalf of a company or other entity, The Client has proper authority to commit that company in such a transaction. If The Client is using a pseudonym, nickname, assumed name or the like (where permitted), The Client agrees that you will nonetheless provide accurate information to our processing company where required (e.g., your real name in connection with a credit card account) so that The Client can be billed for one-time or recurring fees.

3. Grant of License

SYSTEMRY grants The Client a non-exclusive, limited, revocable, and non-transferable license to use the Products that comprise The Client’s Agreement, subject to The Client making its payments, and The Client agrees to comply with any restrictions herein. Certain SYSTEMRY Products utilize, interface with, or operate in connection with services provided by or through Google Workspace, Cloudflare, Sendgrid, Brevo, Media Monk and/or any of SYSTEMRY’s integration partners. The Client’s license is therefore also subject to all applicable limitations, terms and conditions of service for these services to the extent they control content or usage. The Client agrees to comply with all such limitations, terms, and conditions in connection with The Client’s usage of SYSTEMRY Products.
This License is personal to The Client; The Client may not transfer any rights or duties contained in this license. Except as may be provided in The Client’s Agreement, the Client may not license, sublicense, assign or otherwise dispose of all or any part of the Products or any of the limited rights granted to The Client to any third-party. The Client shall not remove, move, or relocate any Products from any Site or any server on which they are located unless The Client receives advance written authorization from SYSTEMRY.

3.1 SYSTEMRY Software:

This license is limited to one runtime, session and/or account instance. Additional payment or subscription is required for each additional account, session and/or account. Separate license fees are required for each business entity to use any of the Products that comprise The Client’s Agreement. Only Authorized Users may use the Products that comprise The Client’s Agreement. Furthermore, no account may be sublet or used on behalf of any business other than the account owner’s.

The Client’s use of SYSTEMRY Products is subject to the Acceptable & Fair Use Policy set forth below. The Client may also be subject to specific limitations based on The Client’s corresponding Agreement. SYSTEMRY will use reasonable efforts to inform The Client of such limitations before and at the time of purchase. Limitations may also be imposed by third parties over whom SYSTEMRY has no control. For example, a third party may refuse to process certain types of transactions, transactions from certain locations, or transactions for certain goods or services. SYSTEMRY will use reasonable efforts to communicate any such limitations to The Client. Other limitations may apply to The Client’s usage of particular features or certain aspects of the SYSTEMRY Products. For example, based on The Client’s corresponding agreement, The Client will have a specified number of webinars The Client can set up and run, and a specified amount of sequential emails The Client can deliver via Products. The Client will be responsible for usage fees in excess of The Client’s limits. SYSTEMRY will publish the fees for any such usage and reserves the right to revise such fees at its sole discretion. YOU ARE ALSO RESPONSIBLE FOR TIMELY PAYMENT OF YOUR USAGE OR OTHER FEES, AND YOUR LICENSE MAY BE TERMINATED FOR NONPAYMENT OF ANY SUCH FEES. SYSTEMRY RESERVES THE RIGHT TO PERMANENTLY DELETE ALL YOUR WEBINARS, ATTENDEE DATA, STATISTICS/ANALYTICS ASSOCIATED WITH ANY WEBINARS CREATED BY YOU IN THE EVENT OF NONPAYMENT.

By accepting this Agreement, The Client acknowledges that any license(s) The Client may have had to prior versions of Products licensed by SYSTEMRY terminates upon The Client entering a new corresponding agreement. The Client agrees that it will not rent, lend, or transfer any Products that comprise The Client’s agreement or any of its rights under these Terms without the express written permission of SYSTEMRY.

3.2 SYSTEMRY Sites:

As this license relates to the use of any SYSTEMRY Sites, The Client understands that the Sites or portions of the Sites are publicly available (for instance The Client’s webinar signup pages) and that if you post on a public site or via social media, your post (including any personal information therein) may be publicly accessible via search engines and other means on the public internet. SYSTEMRY assumes no responsibility for information that The Client makes public, and SYSTEMRY will not be liable for any harm or damages that may arise from disclosure of The Client’s personally identifiable information made by others not in SYSTEMRY’s control. The Client should use care to avoid posting information which The Client does not wish to disclose on a public site or via social media. If The Client posts via social media, SYSTEMRY has no control over the content of such posts.

3.2.1 Authorized Uses of The Site(s)

The Client’s Use of the Sites is Subject to This Limited License:

Webinars.click, and all content, including but not limited to the application interface, UI/UX elements, source code, server infrastructure and integrations with SYSTEMRY’s integration partners (the “Content”), is the exclusive and private property of SYSTEMRY. Use of the Sites is permitted under a “limited license” that provides The Client limited access under this Agreement.

The Client’s access can be revoked without warning if The Client violates any terms of this Agreement. Except as otherwise expressly provided, The Client’s right to access and to use the Webinars.clickplatform is personal to The Client. The Client may not share access, username, login, or password to the Sites, or to any Software, Products, or services offered via Sites. The Client agrees to keep login credentials secure and to comply with all password security policies, including password change and complexity requirements. The Client understands that if you are prompted to change your password, you may lose access to the Sites, Software, Products, or services if you fail to do so.

The Client may use a standard web browser (e.g., on a desktop, laptop, or similar computer, or a portable device such as a tablet, smartphone, or other mobile device) to access the Sites, Software, Products, and Services. All other software to access the Sites, the Content, or SYSTEMRY’S database(s) violates this Agreement.

Permissible uses of the Webinars.clickSites include all the uses which would normally be associated with a site of this nature, and which are not expressly prohibited herein. For example, SYSTEMRY Sites may provide videos or posts – The Client can view them and replay them. Some Content may include an invitation or opportunity to comment, discuss, or post questions or feedback via Sites or social media. The Client may also have opportunities to participate in SYSTEMRY polls, surveys, discussion threads, forums, or the like. The Client may also have the ability to interact with and share experiences with SYSTEMRY or other users.

The Client may also provide feedback or input to SYSTEMRY directly in certain areas of the Sites, such as where comments are permitted. The Client can share the Sites with others via social media; however, a Client may not provide any link to an internal page on the Sites that is not public, whether or not The Client has a URL for such page. A Client may have access through the Sites to Software, Products, or services that The Client has licensed, purchased and/or subscribed to from SYSTEMRY. In most cases, The Client must provide login credentials to gain access.

3.2.2 Copying, Downloading, & Sharing

The Client understands and agrees that the Content on the Sites is subject to copyright laws in India and internationally. The Client may only copy or download content or information on the Sites that is expressly provided for that purpose. The Client understands and agrees that SYSTEMRY, in our sole discretion, can decide which content The Client may download, copy, and/or share and that The Client will abide by our decisions and policies concerning our content. The Client understands that if you do copy or reproduce any information without permission, SYSTEMRY may immediately terminate your access to the Sites and/or to the Products or services.

If a file is made available for and intended for downloading, there will be downloading instructions indicating whether the file may be downloaded and/or shared. If a downloadable file does not expressly state that The Client may share it, then The Client shall not do so without SYSTEMRY’S advance written permission. The Client agrees to respect SYSTEMRY’s intellectual property rights and understands that The Client may not download or copy ANY of SYSTEMRY’S Content in ANY area of the Site, except where permission to do so is expressly provided, or unless such information is provided on specific parts or portions of the Sites, such as a “Downloads” or “Free Resources” section.

Unauthorized use of the Sites or the content is strictly prohibited.

While there are many permitted uses of the Webinars.clickSites as detailed above, not all uses are permitted. Except as expressly provided, no commercial uses are allowed of the Site(s) or any of the Content without the advance written permission of SYSTEMRY. Any use of the Sites that could in any way damage or impair the functionality for other users to any extent is prohibited.

The Client may not download or copy SYSTEMRY’S information directly or employ any automated device, software tools, harvester, extractor, scraper, spider, robot, program, code, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, or copy the Sites or any portion thereof, or any Content. The Client may not reproduce the Sites or portions thereof in any way, or ‘mirror’ the sites at a separate location or server. The Client may not obtain or attempt to obtain any Content through any means not purposely made available through the normal use of the Sites (e.g., using a standard web browser).

The Client also expressly agrees not to attempt to reverse engineer, replicate, or circumvent any Software, Product, or service feature of the Sites, or that is marketed through the Sites.

The Client also agrees not to attempt to divert traffic from the Sites by use of a confusingly similar domain name. The Client agrees not to claim or suggest ownership or control of the Sites, or to imply or suggest any non-existent affiliation with the Sites. The Client agrees not to use comment or feedback threads to post support issues, complaints, or issues related to sales, or problems with access to Software, Products, or services including Webinars.click or others. The Client also agrees not to use such opportunities for posting comment spam, links to other software, products, or services, or attacking other users. The Client understands and agrees that any such prohibited uses may result in the loss of access to the Sites, Software, Products, or services without warning or refund.

The Client also may not attempt to gain unauthorized access of any kind to the Sites, or to any Software, Product, or service offered through the Sites via any means including hacking, password guessing, backdoors, code injection, or any other means. The Client also agrees that you will not engage in any activities using the Sites that violate applicable laws or regulations in your jurisdiction. Such uses are strictly prohibited and include but are not limited to, invasion of privacy laws, laws about defamation or libel, or the like.

4. Billing Policy and Payment

Use of SYSTEMRY products and services (including but not limited to Webinars.click) constitutes your acceptance of and agreement to comply with this section.

All accounts are set up on a prepaid basis. Payment must be received by SYSTEMRY before any billable product or service is provided/activated. The Client is required to maintain a valid credit/debit card on file with SYSTEMRY’s payment processing partners (Razorpay, PayPal, Stripe, Phone Pe and any other payment processing gateway SYSTEMRY might on-board from time to time), ‘Payment Processors:” to charge for recurring monthly subscription and overage fees. All recurring subscriptions are automatically invoiced and charged to the credit/debit card on the file with SYSTEMRY’s Payment Processors.

Trial subscriptions are limited to one trial per person, per product. The purchase and subsequent cancellation of multiple trials may result in permanent closure of the account.
If it is determined that any Client fails to pay the agreed-upon monthly or annual payments by exploitation of any self-billing feature, all associated accounts may be terminated immediately, without warning, and The Client will be billed for all unpaid usage.

Subscription billing is based on the availability of products and services within the parameters defined by The Client’s package(s). Payment receipts are provided electronically with each purchase and may also be provided upon The Client’s request.

4.1 Billing Cycle:

Credit/Debit Card Billing: All credit/debit cards are automatically charged on The Client’s specific billing cycle date by the Payment Processors.

Payment failure: In the event a credit/debit card fails to charge successfully, access to the product will immediately cease.

Deactivation: SYSTEMRY reserves the right to remove The Client application data from its servers after nonpayment.

Cancellation: Cancellation of a subscription immediately stops automatic subscription billing. If there is time remaining in a subscription period, access to the service will terminate irrespective of the time remaining in the subscription period.

4.2 Fees:

Collections Fee: In the event an account is submitted to a third-party collections service, a $35.00 processing fee may be assessed to the existing account balance. This fee is in addition to any other fees previously assessed on the account.

Chargebacks: If a customer initiates a chargeback, SYSTEMRY may assess a $50.00 processing fee for each chargeback.

Interest: Any charges not paid when due are subject to interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law.

SYSTEMRY reserves the right to increase subscription pricing at the time of renewal.

4.3 Payment Methods:

SYSTEMRY accepts payments from most major credit cards, and in some cases, PayPal.

4.4 Subscription Billing:

Invoices are generated and payments are collected at the beginning of each billing period. The Client billing periods typically begin on the day of the month (or year for yearly plans) in which The Client purchases the SYSTEMRY subscription. The Clients must request to cancel their subscriptions at least 10 days before their next billing date to avoid being charged on the billing date. SYSTEMRY will not prorate any portion of unused subscription services. All subscription fees are nonrefundable except as described in our Refund Policy avaiable here: https://webinars.click/refund-policy/.

4.5 Account limits:

Every Webinars.click plan comes with limits on certain areas of webinar creation and resources consumption as outlined on the Site’s pricing page which is accessible here: https://webinars.click/pricing :

4.6 Exceeding Plan Limits:

Automatic Package Upgrade: Accounts are automatically upgraded to the appropriate package when the ATTENDEE count goes beyond the package limit, which will result in a higher subscription fee.

4.7 Excessive Use of “Unlimited” Plans:

The Client’s excessive use of “unlimited” plans may cause a degradation in the service(s) SYSTEMRY provides. Unauthorized or excessive use beyond that normally experienced by business customers may lead to account throttling, suspension, or termination. Unlimited shall never be shared with any other independent or separate account, individual or user. For this reason, SYSTEMRY may consider a Client’s use to be “excessive,” in SYSTEMRY’s sole discretion, when considering the following categories of use:

Unreasonable number of requests to our servers,
The volume of page views,
The Volume of video views,
Video streaming bandwidth consumed,
Number of Webinars created and/or activated per day, week, month, etc.,
Number of emails sent per day, week, month, etc.

This list is non-exhaustive and SYSTEMRY reserves the right to determine The Client’s excessive use of unlimited plans at any time, for any reason.

SYSTEMRY further reserves the right to withdraw or change any unlimited feature at any time. If SYSTEMRY makes any change(s) to an unlimited feature, The Client will receive a notification describing the change(s) to the relevant unlimited feature and the date such changes take effect.

4.8 Package Upgrade/Downgrade:

SYSTEMRY subscriptions are purchased on a fixed-term basis: monthly, yearly, or bi-yearly, depending on the plan The Client registers for. When an account is upgraded to a higher tier, the system will run a one-off pro-rated charge for the remaining days of the current billing period. Thereafter, the standard fees for The Client’s newly upgraded package will become effective. Overages are charged based on the package subscription active at the time the overages are incurred.

Account downgrades require communication with SYSTEMRY’S support portal to ensure The Client’s account assets are reduced below package requirements. Account downgrades will go into effect the following billing cycle.

4.9 Limitations During Trial Periods:

As it relates to Webinars.Click, during the trial period, trial users will experience certain limitations. Access to the API and automation features will not be available to trial users. Additionally, there is a maximum of 5 email invitations that can be sent from the registration pages during the trial period.

4.10 Refund Policies:

Please refer to our Refund Policy, available here: https://webinars.click/refund-policy/

4.11 Cancellation Process:

Creating a cancellation request: A request to cancel a SYSTEMRY Product must be initiated at least 10 days before the next invoice date. Any other request to cancel a SYSTEMRY Product must be made via the customer support portal with a SYSTEMRY representative at least 10 days before the next invoice date. The Clients are encouraged to keep records of all communications regarding cancellations. Until a cancellation request is made, or a cancellation processed via the self-service portal, SYSTEMRY will continue to treat The Client’s Account as an open account. Unless cancelled, the billing cycle will continue, possibly resulting in a past-due account that may be turned over to a third-party collection service. It is imperative to contact a SYSTEMRY representative, utilize the self-service option, or submit an online ticket if The Client wishes to initiate cancellation of its SYSTEMRY account.

Cancellation of an account does not dismiss outstanding invoices or nullify previously agreed charges. At the time of cancellation, any outstanding balance must be settled. All cancelled accounts with an outstanding balance may be turned over to a third-party collection service.

The Client Data may be deleted at the discretion of SYSTEMRY when The Client’s account is closed for any reason.

4.12 Billing Disputes:

The Client agrees to provide SYSTEMRY 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. Should SYSTEMRY receive a chargeback from our Payment Processors or bank on The Client’s behalf before SYSTEMRY has been given a chance to resolve the issue, SYSTEMRY may charge The Client for its time spent resolving such disputes and any associated fees incurred by SYSTEMRY, in addition to the USD 50.00 chargeback fee mentioned above. Regardless of the outcome of the chargeback, SYSTEMRY retains the right to collect on any services or fees that are due. SYSTEMRY may submit any disputed amounts to a collection agency. Once a chargeback has been received, SYSTEMRY has the right to suspend the account until the matter is resolved.

4.13 Applicable Taxes:

The fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). The Client agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent SYSTEMRY is legally required to collect the same, will be itemized on the product invoice. If The Client must withhold any amounts under any law or tax regime (other than Indian income tax law), The Client will gross up the payments so that SYSTEMRY receives the amount quoted and invoiced. If SYSTEMRY has the legal obligation to pay or collect Taxes for which The Client is responsible under this section, the appropriate amount will be invoiced and paid by The Client unless, before the invoice date, The Client provides SYSTEMRY with a valid tax exemption certificate authorized by the appropriate taxing authority, which SYSTEMRY may accept, subject to rules imposed upon SYSTEMRY by its Payment Processors or transacting bank.

Unless otherwise indicated in writing, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. In no event will SYSTEMRY credit, refund, or reimburse you for a foreign exchange fee charged by your credit card for any difference in fees due to currency conversion. The Client understands and agrees that SYSTEMRY uses dynamic marketplace pricing. The Client’s pricing is subject to change at the sole discretion of SYSTEMRY at any time.

4.14 Subscription Ownership, Control, and Transfer:

SYSTEMRY shall not be responsible for any ownership conflict between two (or more) partners, associates, staff members, customers, or managers claiming ownership or control over a SYSTEMRY Product account. SYSTEMRY will always regard the person or entity currently paying for the account as the sole and rightful owner (and manager) of the account.

SYSTEMRY will only consider an account ownership transfer upon express written consent from both parties involved in the transaction: the current account owner and the designated account recipient. Once the transfer is approved by SYSTEMRY, the transfer is non-revocable, and the recipient will become the sole and rightful owner thereafter. Moreover, from the date of transfer onwards, the account recipient will become responsible for all future payments on the account and warrants they have read and agreed to this Agreement and all incorporated policies. In the event of a transfer of an account, the recipient shall be required to purchase a new subscription at current rates.

4.15 Subscription Ownership, Control, and Transfer:

5. Product Performance

SYSTEMRY cannot guarantee that every Product or service description on the Site is 100% accurate, complete, reliable, and/or error-free. SYSTEMRY is not responsible for the accuracy of any descriptions for any Product or Service sold by third parties using Webinars.click, or the accuracy of the description of any third-party product or service promoted via Webinars.click. Except as expressly provided, The Client’s sole recourse is from the third-party providing the Product(s)or service, or from whom you purchased the Product(s).

Due to changes in technology and the marketplace, SYSTEMRY may make modifications to the Products that comprise The Client’s Agreement, or particular components of such Product (including but not limited to discontinuing a component of the Product) from time to time.

The Client acknowledges and agrees that all features and content of the SYSTEMRY Products are subject to the availability of a suitable or adequate internet connection, valid email account, computer equipment and sufficiently available bandwidth at the time of The Client’s attempted use or access. The Client shall be solely responsible for procuring the necessary computer equipment and internet connection required for accessing and using the Products. The Client shall hold SYSTEMRY harmless from any failure or inability to access the Products resulting from The Client’s failure to procure any such necessary equipment or services.

SYSTEMRY makes all reasonable efforts to be as accurate as possible in its descriptions including descriptions of services, options, and products offered or available on the Site(s). We make every reasonable effort to ensure accuracy, however, we cannot guarantee that every product or service description on the Site is 100% accurate, complete, reliable, and/or error-free. We do not assume any responsibility for the accuracy of any descriptions for any product or service sold by third parties using EverWebinar, WebinarJam, or Kartra. Except as expressly provided, your sole recourse is from the third party providing the product or service, or from whom you purchased.

6. Product Support

Technical support and troubleshooting for reported issues that are directly related to the Product(s) purchased by The Client are included as part of The Client’s agreement. SYSTEMRY shall not be obligated to provide technical support or to cure issues regarding third-party applications, customizations, integrations with third-party applications, internet or local network connectivity, The Client’s local infrastructure or workstations, or issues caused by The Client’s users, agents, or other technology providers. The Client’s Agreement includes access to Product Support available between Monday to Saturday from 7 am to 9 pm GMT. Depending on the nature of the reported technical issue, SYSTEMRY may initiate further troubleshooting efforts, which may include chatting with an agent via live chat feature, responding via e-mail to a support ticket created by The Client, or in certain cases providing direct phone support, remote screen-sharing, and/or direct access into The Client’s database, files, Software or environment. Any support response shall be provided in SYSTEMRY’s sole discretion. By requesting support, The Client shall be deemed to have granted SYSTEMRY, its Affiliates and agents, permission to utilize all methods of support listed in this Paragraph.

7. The Client Data

The Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all The Client Data. The Client shall only disclose, submit, or provide to SYSTEMRY The Client Data as necessary for SYSTEMRY to provide The Client’s Product. The Client hereby grants SYSTEMRY a non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) during the Term to access, use, reproduce and create derivative works of The Client Data in order to provide and improve The Client’s experience, for general Product research and development, data analysis, and data aggregation in de-identified form, and to fulfill SYSTEMRY’s obligations under these Terms. Aggregated and statistical non-personal information (“Aggregated Data”) derived from the operation of the applicable Product shall be owned by SYSTEMRY and nothing herein shall be construed as prohibiting SYSTEMRY from using Aggregated Data for business and/or operational purposes. SYSTEMRY may share The Client Data, including but not limited to Aggregated Data, with any third party in accordance with the Privacy Policy. The Client hereby represents and warrants that The Client has provided all necessary and appropriate notices and opt-outs, and has obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, enhance and disclose The Client Data and allows SYSTEMRY to use, store, disclose and otherwise process such The Client Data as contemplated by these Terms, including to and from End Users wherever required under applicable law.

8. User Content

SYSTEMRY does not endorse any goods, services, products, promotions, or offerings (“User Content”) provided via, distributed, submitted, or promoted with or used with any SYSTEMRY Products. SYSTEMRY may not agree with or condone particular claims, opinions, or viewpoints promulgated or expounded using the Products. SYSTEMRY expressly disclaims any and all liability in connection with goods, services, products, promotions, or offerings.

9. External Links, Affiliate Relationships and User-Driven Marketplaces

9.1 Third Party Sites:

SYSTEMRY may provide various links to external sites that provide useful resources, products, or services. In some cases, when accessing SYSTEMRY Sites, hyperlinks (or “links”) will direct The Clients to or connect The Clients with other websites that are not related to the Sites. Where such websites are third-party owned and operated, they are not prepared by, offered by, or controlled by SYSTEMRY. In such cases, SYSTEMRY is not responsible in any way for the quality, content, nature, applicability, or reliability of third-party sites accessible by hyperlink from SYSTEMRY Sites. If The Client chooses to leave a SYSTEMRY Site, The Client should be aware that neither this Agreement nor any SYSTEMRY policies apply to third-party sites. The Client should review the applicable terms and policies, including privacy and data-gathering practices, of third-party sites, regardless of whether The Client followed a link from a SYSTEMRY Site to get there.

Unless stated otherwise, SYSTEMRY’s decision to provide links to external or third-party sites does not imply affiliation, endorsement, or adoption of those sites, any information contained therein, or any products or services offered on the third-party sites. SYSTEMRY does not and cannot guarantee that the information or other material linked is accurate, current, or available. The Client understands that SYSTEMRY assumes no responsibility or liability for any external links or any content on such third-party sites, and The Client agrees that SYSTEMRY is not responsible whatsoever for any actions The Client takes on third-party sites, including any purchases. SYSTEMRY likewise makes no claims regarding and accepts no responsibility for third-party sites that link to any SYSTEMRY Sites.

Even where SYSTEMRY expressly endorses a product or service (which endorsement may be based on the personal or professional opinion of one or more persons), The Client understands that SYSTEMRY’s position or opinion on the product or service is based on those factors we have considered and that we cannot evaluate or opine on the quality, price, advisability, suitability, need, or satisfaction that The Client may experience with such products or services. The Client should always do your due diligence on any product or service before purchasing, to determine if it is right for you, and whether or not SYSTEMRY recommends it.

9.2 Affiliate Offerings:

In some cases, SYSTEMRY or its owners may have an affiliate relationship with a third-party site or service provider mentioned on the Sites and may be compensated (e.g., receive a valuable benefit, or even a commission) if The Client visits and/or purchases a product or service from the affiliated site. SYSTEMRY will generally endeavour to identify any such relationships so that you understand that even though we endorse a particular product or service, SYSTEMRY also may be compensated in some way if The Client chooses to do business with the recommended business or site. However, The Client should assume that SYSTEMRY does have such a relationship – and that SYSTEMRY will be compensated if The Client purchases a product or service. Where SYSTEMRY has an affiliate relationship with such third-party sites, our receipt of compensation does not increase The Client’s cost to purchase the product or service, and if you purchase through an affiliate link, you will generally receive valuable bonuses that you would not otherwise be entitled to receive. if the possibility of SYSTEMRY receiving compensation is not agreeable to The Client, please do not buy through any link on the Sites.

Likewise, SYSTEMRY’s Software, Products and services, including those that are available through the Sites may also be offered by or through third-party affiliates who are compensated by us, for example, if you purchase a product or service from us. While SYSTEMRY is responsible for claims we have made regarding SYSTEMRY’s Software, Products or services, SYSTEMRY is not responsible for any claims made by third parties. Moreover, those third parties may promise the inclusion of various bonuses or additional products or services. If those bonuses, products, or services are a part of SYSTEMRY’s offer, SYSTEMRY is responsible for delivering or providing them and will do so. If the third-party affiliate has offered additional bonuses, products, or services that are not a part of SYSTEMRY’s offer, The Client should contact the third-party directly, regarding those bonuses, products, or services.

9.3 User-Driven Marketplaces:

SYSTEMRY’s Software, Products and services, including those that are available through the Sites enable The Clients to set up various webinars to promote and sell their products and services to other users.

The products and services in The Client webinars are not created by, offered by, endorsed by or controlled by SYSTEMRY. SYSTEMRY is not responsible in any way for the quality, content, nature, applicability, or reliability of The Clients’ webinars. If The End User chooses to purchase, register, download or to engage with any products, services, or provider, The End User does so at your own risk. SYSTEMRY is not responsible for the accuracy or validity of any information or product. The Client understands that SYSTEMRY is assuming no responsibility or liability for any content, and The Client agrees that SYSTEMRY is not responsible whatsoever for any damage The Client may suffer.

The Client should always do their due diligence on any product or service before purchasing, to determine if it is right for you, and whether the product/service provider is a reputed user.

Use of Name and Logo: Use of any branded images, titles, names or logos associated with SYSTEMRY or any of its Products for any purpose is strictly forbidden in The Client Webinars. Anyone deemed to violate this rule will lose access to SYSTEMRY’s Sites, Software, Products, and services without warning or refund.

10. Confidentiality

The Client shall not disclose any information related to SYSTEMRY, or its Products, that is either marked confidential or, given its subject matter, would reasonably be regarded as being of confidential nature, without SYSTEMRY’S express written consent. The rights and obligations set forth in this Paragraph shall not apply to: (i) information publicly known or in the public domain prior to the time of disclosure; (ii) information publicly known and made generally available after disclosure through no action or inaction of the recipient; (iii) information already in the possession of recipient, without confidentiality restrictions; (iv) information obtained by the recipient from a third party without a breach of confidentiality; and (v) information independently developed by the recipient.

The Client Data may be disclosed to third parties under the Privacy Policy, including but not limited to instances where disclosure is legally required. SYSTEMRY shall not be liable for disclosure of The Client Data or Confidential Information if made in response to a valid court order or authorized government agency.

11. Intellectual Property

11.1 SYSTEMRY and its Affiliates own all rights, title, and interest, including all related Intellectual Property Rights, in and to all SYSTEMRY Products and services, and any suggestions, ideas, enhancement or development requests, feedback, or recommendations provided by The Client relating to the Products and services. The SYSTEMRY name and logos, as well the Product names and logos associated with all SYSTEMRY Products and services are trademarks of SYSTEMRY or its Affiliates.

Specifically, regarding all SYSTEMRY Software, SYSTEMRY retains all ownership including all right, title, and interest in and to the Software, the underlying code, and any copies thereof. Regarding SYSTEMRY Sites, all Content (including e.g. text, graphics, video, video scripts, music, artwork, sounds and sound tracks, visual components, photographs, and computer code, as well as branding, logos, and such), including but not limited to the individual design elements, selection, layout, coordination, structure, expression, and sequencing, user interfaces, “look and feel,” and arrangement on the Sites, or in the Software, products, or services offered through the Sites is owned or controlled by, or under license to SYSTEMRY and is protected by US and international copyright, trademark, trade dress, and various other applicable intellectual property rights, including unfair competition laws.

The prohibition on removing copyright and similar notices applies to any downloadable files that may be provided on the Sites, even where SYSTEMRY gives The Client permission to share those files with others. The Client must share the file only as SYSTEMRY provides it and The Client shall not remove any SYSTEMRY marks, notices, or legends. Third-party content, if any, provided by users may be copyrighted by such third parties and its use on the Sites is with permission, or solely for discussion, commentary, and/or educational purposes, and is believed to be a fair use within the meaning of 17 USC § 107.

The Client understands and agrees that SYSTEMRY has and keeps all proprietary rights including without limitation all intellectual property rights therein, including copyrights, patents, and trademarks which all remain exclusively SYSTEMRY’S property.

More particularly, The Client agrees and acknowledges that the Software is SYSTEMRY’S exclusive property, and that the Software is protected by copyright, trademark protection, database rights, and other intellectual property rights, and may be the subject of patent protection. SYSTEMRY grants The Client no express or implied rights under SYSTEMRY’S copyrights, trademarks, patents, or other intellectual property or proprietary rights. The Client further understands and agrees that The Client shall not, in whole or in part, adapt, alter, assign, clone, copy, create a derivative of, decode, decompile, disassemble, distribute, lease, license, modify, publish, reproduce, reverse engineer, sell, transfer, translate, or vary the Software without the prior written authorization of SYSTEMRY, directly or indirectly through any person in The Client’s employ or under The Client’s authorization, direction, or control.

The Client further understands and agrees that to the extent that any SYSTEMRY Software utilizes, incorporates, or references any third-party software, those portions may remain the intellectual property of such third parties. To the extent that any SYSTEMRY Software utilizes or references any modules, libraries, or the like, that include code that is subject to restrictions on proprietary rights, or which require public licensing terms, those restrictions or terms only pertain to such modules or libraries and do not alter this Agreement, or The Client’s rights hereunder, or any proprietary rights as between The Client and SYSTEMRY.

The only rights The Client has regarding the Products are those usage rights expressly provided in this Agreement. The Client also understands that The Client may not, directly or indirectly, remove any SYSTEMRY proprietary notices from any Product, including copyright notices, trademark notices, or notices or markings regarding patents or patent status. Likewise, any third-party notices or markings must remain intact. Any effort to remove, replace, or obscure such marks is a violation of this Agreement, and The Client’s access and/or agreement may be terminated immediately without refund.

11.2 The Client retains all right, title, and interest in and to The Client’s Data, including User Content. The Client is solely responsible for The Client’s User Content and the consequences of creating, copying, submitting, storing, distributing, publishing, selling or offering for sale any User Content using SYSTEMRY Products. The Client agrees, affirms, and warrants that The Client owns or has the appropriate licenses, rights, or permissions necessary for any User Content that is in whole or part, copied, used, distributed, or submitted by The Client using SYSTEMRY’S Products. SYSTEMRY is not responsible for any interactions between The Client and End Users, other than providing the technology for The Client to make its content available. SYSTEMRY is in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of The Client’s relationship with End Users, including any End User reliance upon any information or content that The Client provides.

SYSTEMRY will never use its license to The Client’s User Content for any purpose other than to enable the Products to perform their functions. Except as required to perform the intended functions, SYSTEMRY will always ask for The Client’s permission in cases where SYSTEMRY desires to use The Client’s User Content beyond a nominal/inadvertent manner for promotional purposes.

However, solely to enable the Products to perform their functions, including, the distribution, reception, or sharing of such User Content with recipients of The Client’s User Content, as well as to cover nominal and/or inadvertent uses of The Client’s User Content by SYSTEMRY (or our successors and/or affiliates) in the process of promoting any Products in any media formats and through any media channels, by using such content in connection with the Products or in creating User Content, The Client hereby grants SYSTEMRY a worldwide, non-exclusive, royalty-free, non-revocable, perpetual, sub-licensable, and fully transferable license to use, reproduce, distribute, practice, make derivative works of, display, broadcast, and/or perform The Client’s User Content. The Client also understands that notwithstanding SYSTEMRY’S unfettered right to delete any or all of The Client’s Data upon expiration, lapse, or termination of The Client’s License, SYSTEMRY reserves the right to preserve any or all of The Client’s Data in any form, including on one or more system back-ups. The Client grants SYSTEMRY a license to retain copies of The Client’s Data (including User Content) at its sole discretion and agrees that The Client will bring no claim in connection with or related to SYSTEMRY’S retention of such Data including after The Client’s License has ended. The Client further agrees that SYSTEMRY has no duty to retain such Data, search for such Data, or provide The Client with access to such Data after The Client’s License has ended for any reason.

The Client further agrees, affirms, represents, and warrants that content The Client copied, used, distributed, or which was submitted by The Client using the SYSTEMRY Products does not and will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless The Client has permission from the rightful owner of the material or The Client is otherwise legally entitled to copy, use, distribute, or submit such content using the SYSTEMRY Products and to grant SYSTEMRY all of the license rights granted therein.

12. Term and Termination

Unless stated otherwise in writing, the term of The Client’s SYSTEMRY agreement commences on the date The Client executes the online purchase and shall continue for the minimum term set forth in The Client’s Billing Profile (“Initial Term”).

Without prejudice to any other rights SYSTEMRY may have, SYSTEMRY may cancel The Client’s Agreement without notice or refund if The Client fails to abide by this Agreement. SYSTEMRY may terminate this Agreement and suspend The Client’s access to Products immediately at any time if SYSTEMRY in its sole discretion, is of the opinion that The Client’s continued use of any SYSTEMRY Product may infringe upon or cause damage to any third-party rights. Upon termination, The Client shall promptly delete The Client’s access to and use of the applicable Product. All other obligations The Client has agreed to under these Terms shall survive Termination of the agreement for any reason. If The Client’s account is terminated by SYSTEMRY, The Client is prohibited from creating any new accounts and The Client agrees not to attempt to circumvent this provision by attempting to obtain a new account under a different name, email address, using a different IP address, or through any third party.

IMPORTANT: Termination for any reason, including billing End Users who have terminated with The Client or where no service is being provided, and Termination for Nonpayment described below, will end ALL use of the applicable SYSTEMRY Product(s). Termination will not only end The Client’s ability to make future sales through the SYSTEMRY Software but will also impact any ongoing subscriptions or recurring payments in connection with past sales. The Client understands that any and all credit card or other financial transactions that are processed through a Payment Processor will no longer be processed.

Termination for Nonpayment: SYSTEMRY may terminate The Client’s agreement WITHOUT notice for nonpayment, where The Client’s account is in arrears, delinquent, or past due for seven days. SYSTEMRY reserves the right to provide a short grace period at its discretion for long-standing customers, or customers with long-standing good credit. The Client understands and agrees that the consequences of nonpayment may be severe for The Client’s business and assumes all liability and risk of loss if The Client’s access to any SYSTEMRY Product is terminated for nonpayment. The Client agrees that any Termination for Nonpayment is SYSTEMRY’S right and is solely caused by The Client’s actions. The Client further agrees that this serves as The Client’s notice of such Termination for Nonpayment, and that The Client assumes all liability for any Termination for Nonpayment and expressly agrees to hold SYSTEMRY harmless for all damages The Client may suffer as a result of such Termination for Nonpayment.

13. Authorized Users

By accessing or using SYSTEMRY Products or services, The Client represents that The Client is authorized to access and/or use the Products, and only individuals within The Client’s organization are authorized and permitted to do so (each an “Authorized User”). The Client and each Authorized User agree to abide and be bound by these Terms.

14. Non-Solicitation

During the term of The Client’s SYSTEMRY Agreement, and for 12 months thereafter, The Client agrees that it will not directly or indirectly recruit, solicit, or otherwise induce or attempt to induce any employee of SYSTEMRY (or its Affiliates) that had direct contact with The Client while that employee was acting in the course and scope of the employee’s duties with SYSTEMRY to terminate his or her employment with SYSTEMRY. The Client acknowledges that if it breaches this paragraph and the employee left his or her employment with SYSTEMRY, it would be difficult to determine actual damages. Based on what the Parties presently know, they agree that an amount equal to 100% of the relevant employee’s SYSTEMRY annual salary is a reasonable estimate of the damages that would accrue if a breach of this provision occurred in the future and the relevant employee terminated his or her employment with SYSTEMRY as a result. The Client agrees that the amount of liquidated damages is fair and reasonable and would not act as a penalty in such an instance.

15. Acceptable Use Policy:

Webinars.Click is committed to ensuring the highest level of service for its users. As part of that commitment, we all must abide by this Acceptable Use Policy, thus preserving the highest reputation and deliverability of our service. Violation of this policy may lead to account suspension or termination. Additionally, accounts may be suspended or terminated under our Terms & Conditions for behaviour, activities, or content that threaten our systems.

Prohibited Content

By using SYSTEMRY Products and services, The Client agrees to all the following permissible uses and restrictions. The Client’s license to use SYSTEMRY Products is subject to the following:

(i) Webinars.Click may not be used to promote, market, exchange, store or produce offensive, illegal, harassing activities, or business that is likely to be flagged by spam agencies/filters. For this reason, Webinars.click cannot service content including, but not limited to:

Anything deemed illegal including, but not limited to, illegal goods and services,

Emails that violate CAN-SPAM Laws,

SPAM posting activity of any kind sent to comment or feedback sections of any social media, blog post, or web form,

Pornography/sexually explicit content,

Escort and dating services or products,

Pharmaceutical products,

Products involving unsubstantiated medical claims,

Products or business opportunities promising unsubstantiated income claims or guaranteed profits,

Gambling or sport betting services or products,

Cannabis, marijuana and any related products or services,

Automated financial trading software, Forex robots, stock picks or trading signals, or any other hands-free trading instrument,

Selling or harvesting Social Media “likes”, traffic, leads or followers,

Selling or exchanging email addresses, leads or contact lists,

Email advertisements for multiple companies all to the same list (sometimes known as “dedicated email ads” or “solo email ads”),

Content Subject to Scrutiny

(ii) While the following activities are not forbidden, they have a higher-than-normal likelihood of resulting in a loss in reputation and email delivery. As a result, businesses engaging in these practices that cause or may cause a degradation in the service SYSTEMRY provides may be subject to review resulting in throttling, suspension, or termination or required to setup a third-party SMTP relay service connected in their account with relevant SPF and DKIM records to offload the email delivery to the Client’s third-party SMTP Relay Service Provider:

Online trading, day trading tips, or stock market related content,

Crypto currencies, virtual currencies or digital currencies,

Daily horoscope reports,

Mortgages, loans and certain financial instruments,

Nutritional, herbal, and vitamin supplements,

Adult Entertainment/Novelty Items,

Real estate,

Services that support programmatically sending mail on behalf of third parties without creating or reviewing the content,

Multi-Level Marketing,

Affiliate Marketing and BizOp type of products

Prohibited Actions

(iii) Webinars.click may not be used in connection with any user content that involves, to any degree, any of the following:

False or misleading business opportunities, scams, or pyramid schemes;

Health claims that have been determined to be false or misleading by a regulatory agency;

illegal activities;

Sales of drugs or pharmaceuticals;

Sales of illegal products or services;

Pornography or sexually explicit content;

Content that promotes or depicts human trafficking, child abuse, animal abuse, or which encourages or promotes abuse of alcohol, drugs or other substances, graphic or gratuitous violence, or people being injured, beaten, hurt, attacked, or humiliated;

Content that is needlessly shocking to the senses, gratuitously gross, or which depicts or promotes accidents, death, hate speech attacking or demeaning a group based on race, ethnic origin, religion, disability, gender, age, and the like;

Any use of the Software in connection with predatory behavior, including invasions of privacy, directed to other persons, particularly children, is not permissible and, will not be tolerated;

Harvesting or scrubbing leads from directories, websites, forums, social media sites, etc. All leads must be acquired through a voluntary form fill-in, such as a registration form, a checkout form, etc.;

Promoting affiliate links via commonly frowned-upon practices in the affiliate marketing industry including, but not limited to: cookie injection, spamming forums or social media, automated scripts, etc.;

Use, initiation, or implementation of any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” on, through, or with the our software in a manner that utilizes more resources from (a) the software, (b) any SYSTEMRY server or site, or (c) any third party server or site, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

The sending or distribution of unsolicited commercial email;

The use of malicious code, spyware, malware, Trojan horses and the like;

Purchased lists (of any form), Rented lists (of any form), List brokers (of any form).

(iv) The Client shall not use SYSTEMRY products or services in a manner that infringes on the intellectual property rights of a third party;

(v) SYSTEMRY reserves the right to reject or remove any User Content without prior notice for violating, in SYSTEMRY’S sole discretion, this Acceptable Use Policy, or otherwise violating these Terms in fact or in spirit. SYSTEMRY also reserves the right to delete any or all of The Client’s data (including User Content) without notice, upon expiration, lapse or termination of your license for any reason;

(vi) The Client shall not use any API, integration, third party software, or otherwise use SYSTEMRY products and services in a way that circumvents the requirement for each unique individual to have a license, and SYSTEMRY reserves the right to limit use of APIs should usage of such APIs be measured to be disproportionate to the number of users associated with The Client’s SYSTEMRY Agreement;

(vi) The Client shall not use any API, integration, third party software, or otherwise use SYSTEMRY Products and/or services in a way to extract data from any SYSTEMRY Product for commercial purposes, including but not limited to “screen scraping” or other modes of extractions (unless the third party has directly agreed, in a written license agreement with SYSTEMRY, to be given access to extract data, even The Client Data protected by a user login, through any means outside of the web application interface as provided by SYSTEMRY

(vii) The Client shall not license, sublicense, sell, resell, use as a service bureau, transfer, assign, distribute, or otherwise use or commercially exploit SYSTEMRY Products for a third party’s benefit unless specifically authorized by SYSTEMRY pursuant to a mutually executed written agreement;

(viii) The Client has the legal right as a data controller to provide The Client’s Data to SYSTEMRY for SYSTEMRY to process;

(ix) The Client shall not disassemble, decompile, reverse engineer, copy, reproduce, modify, or create any derivative work of any SYSTEMRY Products or services;

(x) The Client shall not allow for individuals outside of The Client’s organization to use SYSTEMRY products or services without a license;

(xi) The Client shall not resell or otherwise charge third parties for the use of any SYSTEMRY Product or services;

(xii) The Client shall use SYSTEMRY Software in compliance with all applicable laws and regulations, including but not limited to local, national and international laws and regulations regarding (1) the sending of distributing of unsolicited commercial email, (2) online transactions regarding work from home or other “business opportunities”, (3) false or misleading advertising, (4) the intellectual or property rights of others, and (5) the use of malicious code, spyware, malware, Trojan horses and the like;

(xiii) The Client agrees to comply with SYSTEMRY’S security procedures including password policies (including changing passwords from time to time if directed by SYSTEMRY), to not circumvent any security or access provisions or procedures established by SYSTEMRY, to not implement or utilize any alternative access or backdoors to the Products, and to advise SYSTEMRY as soon as reasonably practical of any security issues The Client discovers or of which The Client becomes aware;

(xiv) The Client agrees that if The Client collects any Personal Data from any person in the EU, or if The Client is a Controller under the GDPR that The Client will only use the SYSTEMRY Products in a manner consistent with the requirements of the GDPR and any nation’s implementation thereof, and that you will only provide lawful access to SYSTEMRY for processing any data on The Client’s behalf or on behalf of The Client’s customers or leads;

(xv) The Client agrees to only use the SYSTEMRY Products and only to use SYSTEMRY as a Processor of data under the GDPR with respect to data for which The Client as obtained any and all required consent(s) from the owner of such data;

(xvi) The Client shall promptly provide notice to SYSTEMRY of any violation of this Acceptable & Fair Use Policy or any other violation by The Client of these Terms;

(xvii) The Client is not an employee, associate, contractor, agent, or other related party of a competitor of SYSTEMRY

16. Publicity

SYSTEMRY may disclose The Client as a customer of SYSTEMRY and may use The Client’s company’s name and logo on the SYSTEMRY’s websites and in SYSTEMRY’s promotional content per The Client’s brand guidelines or related documentation if provided by The Client. SYSTEMRY will be granted a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free right and license (the “Trademark License”) to use, display and reproduce such party’s name, logo, trademarks and service marks (the “Trademarks”). SYSTEMRY acknowledges that The Client’s Trademark is and will remain the exclusive property of The Client. Any goodwill arising from the use of The Client’s name and/or logo will inure to The Client’s benefit.

17. Disclaimer of Warranty

SYSTEMRY TRIES TO KEEP ALL OF THE PRODUCTS AND SERVICES THAT COMPRISE THE CLIENT’S SYSTEMRY AGREEMENT OPERATING BUG-FREE, AND SAFE, BUT The CLIENT ACKNOWLEDGES THAT ITS USE OF THOSE PRODUCTS AND/OR SERVICES IS AT ITS OWN RISK. SYSTEMRY IS PROVIDING THE PRODUCTS AND SERVICES THAT COMPRISE The Client’S SYSTEMRY AGREEMENT AS IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYSTEMRY DOES NOT GUARANTEE THAT THE PRODUCTS AND/OR SERVICES THAT COMPRISE The Client’S SYSTEMRY AGREEMENT WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.

SYSTEMRY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY THAT SYSTEMRY PRODUCTS WILL FUNCTION WHEN INTEGRATED OR COMBINED WITH THIRD-PARTY SOFTWARE PRODUCTS.

SYSTEMRY DOES NOT MAKE ANY REPRESENTATION THAT THE CLIENT’S USE OF ANY SYSTEMRY PRODUCT WILL COMPLY WITH ANY LEGAL REQUIREMENTS IN A PARTICULAR JURISDICTION.  THE CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE APPLICABLE SYSTEMRY PRODUCT IS UNDER THE LAWS AND REGULATIONS OF ANY JURISDICTION TO WHICH THE CLIENT MAY BE SUBJECT.

18. Limitation of Liability

THE CLIENT ACCEPTS ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES THE CLIENT SUFFERS IN CONNECTION WITH ACCESSING OR USING ANY SYSTEMRY PRODUCTS, OR INSTALLING ANY SOFTWARE, PLUGIN, ADD-ON OR THE LIKE, IN CONNECTION WITH THE CLIENT’S AGREEMENT. THE CLIENT UNDERSTANDS THAT SYSTEMRY’S LIABILITY IS STRICTLY LIMITED BY THIS AGREEMENT. DO NOT ACCESS OR USE THE SYSTEMRY PRODUCTS IF YOU ARE UNABLE OR UNWILLING TO ACCEPT THIS LIMITATION. IN NO EVENT SHALL SYSTEMRY OR ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER OR HOWSOEVER INCURRED AS A RESULT OF ANY ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOST INFORMATION, AND LOST DATA, EXCEPT TO THE EXTENT WHICH IT IS UNLAWFUL TO EXCLUDE SUCH LIABILITY. THE CLIENT’S USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. IN THE EVENT THAT ANY EXCLUSION CONTAINED IN THIS AGREEMENT SHALL BE HELD TO BE INVALID FOR ANY REASON AND SYSTEMRY BECOMES LIABLE FOR ANY LOSS OR DAMAGE, The Client AGREES THAT SYSTEMRY’S LIABILITY SHALL BE LIMITED TO THE LESSER OF US $500.00 OR WHAT THE CLIENT PAID TO LICENSE THE PRODUCT, AS AGREED-UPON LIQUIDATED DAMAGES.

IN NO EVENT SHALL SYSTEMRY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM:

(i) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES WITH RESPECT TO THE PRODUCTS SOLD, OR ANY FINANCIAL TRANSACTION INCLUDING BUT NOT LIMITED TO PRICING ERRORS, TRANSACTION PROCESSING ERRORS BY THIRD PARTIES, CREDIT CARD OR SIMILAR FRAUDULENT TRANSACTIONS PROCESSED BY THE CLIENT OR ON THE CLIENT’S BEHALF, OR ERRONEOUS OR FRAUDULENT CHARGEBACKS;

(ii) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE CLIENT’S ACCESS TO AND/OR USE OF SYSTEMRY PRODUCTS;

(iii) ANY UNAUTHORIZED ACCESS TO OR USE OF SYSTEMRY’S SERVERS, COMPUTERS, OR BUSINESS RECORDS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;

(iv) ANY LOSS OR DELETION OF THE CLIENT’S DATA (INCLUDING USER CONTENT) FROM SYSTEMRY’S SERVERS OR SYSTEMS AFTER The Client’S LICENSE TO USE THE SYSTEMRY PRODUCTS HAS EXPIRED, LAPSED, OR BEEN TERMINATED FOR ANY REASON BY YOU OR SYSTEMRY;

(v) ANY INTERRUPTION OR CESSATION OF PRODUCT OPERATION;

(vi) ANY BUGS, VIRUSES, MALWARE, SPYWARE, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PRODUCTS BY ANY THIRD PARTY;

(vii) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A DIRECT OR INDIRECT RESULT OF The Client’S ACCESS TO OR USE OF ANY SYSTEMRY PRODUCT;

(viii) ANY LOSS RESULTING FROM TERMINATION INCLUDING BUT NOT LIMITED TO TERMINATION FOR NONPAYMENT; AND/OR

(ix) ANY LIABILITY INCURRED BY The Client FOR VIOLATIONS OF THE GDPR OR SIMILAR PRIVACY REGULATIONS WHETHER OR NOT BASED IN WHOLE OR PART ON SYSTEMRY’S PROCESSING OF ANY DATA PROVIDED BY The Client TO SYSTEMRY OR PROCESSED IN CONNECTION WITH PROVIDING THE SERVICES HEREUNDER TO The Client OR ON The Client’S BEHALF;

WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SYSTEMRY WAS ADVISED OF OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS PARAGRAPH ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING THE CLIENT’S SYSTEMRY AGREEMENT AVAILABLE TO THE CLIENT AND THAT, WERE SYSTEMRY TO ASSUME ANY FURTHER LIABILITY OTHER THAN SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO CLAIMS RELATED TO THIRD-PARTY SOFTWARE AND ITS OWNERS AND PROVIDERS.

19. Indemnification

The Client shall fully indemnify, hold harmless and defend SYSTEMRY and its directors, officers, employees, agents, stock holders, subsidiaries, and Affiliates (collectively “SYSTEMRY Indemnified Parties”) from and against all claims demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to (1) The Client’s use of SYSTEMRY’S Products, (2) any breach of any representation or warranty of The Client contained in these Terms, (3) any breach or violation of any covenant or other obligation or duty of The Client under these Terms or under applicable law, (4) any claim that User Content The Client offered, created, copied distributed or promoted directly or indirectly using SYSTEMRY Products caused damage to a third-party; (5) The Client’s violation of any third-party right, including without limitation any copyright or other property right, or privacy right, including under the GDPR; (6) Any claim that SYSTEMRY violated provisions of the GDPR based on processing data (a) in accordance with instructions that The Client provided to SYSTEMRY; or (b) expressly or impliedly on The Client’s behalf to provide agreed upon services to The Client. This indemnification section expressly survives termination of this agreement and The Client’s use of SYSTEMRY Products.

20. Assignment

The Client shall not directly or indirectly assign, transfer, convey, pledge, encumber, or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of SYSTEMRY, which consent will not be unreasonably withheld. Any assignment made without SYSTEMRY’s consent is void and ineffective. SYSTEMRY can assign or transfer any rights or obligations under this Agreement without the prior written consent of The Client. In the instance that such assignment occurs, SYSTEMRY will make reasonable efforts to give notice to The Client of such transaction.

21. Anti-Bribery

SYSTEMRY has an Anti-Bribery and Anti-Corruption Policy. SYSTEMRY shall maintain and comply with these policies.

22. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

23. Integration

These Terms, together with the policies, and the corresponding Agreement executed by The Client (which are incorporated by reference) set forth the entire Agreement relating to the subject matter hereof and supersede all prior agreements, discussions, and understandings between The Client and SYSTEMRY, whether oral or written, relating to the subject matter hereof. These Terms supersede any prior edition of terms and conditions or End User License Agreements with respect to SYSTEMRY Products.

24. Governing Law

WHERE PERMITTED UNDER THE APPLICABLE LAW, THE CLIENT AND SYSTEMRY AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. NO ARBITER OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS UNDER THESE TERMS AGAINST EITHER PARTY TO THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES.

The Client’s SYSTEMRY Agreement, these Terms, any corresponding online forms executed by The Client, and any claim arising out of or in connection thereto (including any non-contractual disputes, acts or omissions, or claims in contract, tort, or otherwise), shall be construed under the laws of the State of West Bengal regardless of conflict of law provisions. The Client and SYSTEMRY irrevocably consent to the exclusive venue of the state or federal courts in West Bengal. Neither party will bring any legal action more than two years after the cause of action arose. The Client and SYSTEMRY further agree that as a condition precedent to instituting any legal action, the parties must participate in a non-binding mediation.

25. Prevailing Party

In the event of any litigation arising out of or related to this Agreement, and/or any corresponding Agreement executed by The Client, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such proceedings, including reasonable attorney’s fees. For purposes of this provision, if a matter is filed in any venue other than the venue specified in the Governing Law section, and the matter is dismissed for improper venue, the party that did not file the action shall be deemed the prevailing party in that action for purpose of recovering costs and expenses.

26. Updates/Changes to Services and Terms

Due to changes in technology and the marketplace, SYSTEMRY may make modifications to the Products and/or services that Comprise The Client’s SYSTEMRY Agreement or particular components of such Products or services (including but not limited to discontinuing a component) from time to time, at SYSTEMRY’s sole discretion, and will use commercially reasonable efforts to notify The Client of any material modifications. The Client agrees that SYSTEMRY will not be liable to The Client for any such modifications.

Likewise, SYSTEMRY reserves the right to routinely update, amend or change these Terms. These Terms may be changed or updated from time to time without notice by posting to this site. The Client’s continued access or use of the Products is your acceptance of the foregoing Terms of Service in their entirety.

27. Notices

All notices to The Client under these Terms will be deemed given when delivered via e-mail to the address set forth in The Client’s Account information page. All notices to SYSTEMRY under these Terms will be deemed given when delivered via e-mail to [email protected]

28. Consent to Communication

The Client agrees that SYSTEMRY and its affiliates, successors and assignees, reserves the right to send electronic communications to The Client for the purpose of informing The Client of changes or additions to the Products or services. The Client further agrees that from time-to-time SYSTEMRY may contact The Client via electronic communications for the purpose of soliciting feedback or participation in user surveys relating to the Products. Any information obtained from The Client will not be shared with third parties except in aggregate form, in which case The Client will not be identified in any manner as a respondent. The Client shall have no obligation to participate in or respond to any such request or survey.

29. Maintenance of Records; Audit Right

During the term of The Client’s SYSTEMRY Agreement (and for one year after the expiration of the Term), The Client shall maintain complete, accurate and detailed records regarding usage, the number, location, and identity of all users, servers, and installations of SYSTEMRY Products. Upon prior written notice, SYSTEMRY or its authorized representative may conduct an audit of The Client’s users, and installations of SYSTEMRY Products. At SYSTEMRY’s election, such audit may be conducted on The Client’s premises or remotely. Upon completion of the audit, where SYSTEMRY determines that The Client is using or has used SYSTEMRY’S Products in an unauthorized fashion (e.g., exceeding the allotted usage), then The Client acknowledges and agrees that a fee increase will apply at then-current list prices on The Client’s SYSTEMRY Agreement, effective immediately, backdated to the commencement of the Term of The Client’s SYSTEMRY Agreement, and the total amount owed will be amortized over the remainder of the Term of The Client’s SYSTEMRY Agreement.

30. International Use

The Webinars.click Sites are controlled and operated by SYSTEMRY, from its headquarters in India, but may be hosted on a distributed server network spanning multiple countries including (but not limited to) the United States, Singapore, Australia and Japan. Because the Sites are hosted on the worldwide web, access may be available in other countries. SYSTEMRY may make the Content, Software, Products, and/or services available to people in any country where legal to do so. However, SYSTEMRY makes no representation that materials on the Sites are appropriate or legal for use in any locations outside India. The laws regarding the use of webinars, and the dissemination of privately produced video via the Internet may vary in different countries. If The Client has access to the Sites from a location outside India, you and you alone are responsible for compliance with all applicable laws of that jurisdiction. Accessing the Sites from any country where the contents are deemed illegal or where they are contrary to regulations is prohibited. If The Client chooses to access the Sites from other locations, The Client does so at your own risk. The Client is responsible for compliance with local laws and/or consequences of violating such laws or regulations.

31. No Conflicts of Interest

If The Client has a personal or financial interest in any site, product, or service that may influence a comment or post, or that a reasonable person would want to know when reading your comment or post, The Client agrees to not comment or post information about that site, product, or service without disclosing The Client’s personal or financial interest. The Client also agrees to never post under an assumed name or to use a false identity on any SYSTEMRY Site(s) for personal gain, or to avoid disclosing The Client’s personal or financial interest. The Client agrees not to post unfavorable information about any competing business or service without disclosing The Client’s personal or financial interests. The Client shall also not have another person make such comments or posts for The Client’s benefit or gain.

32. Affiliates

SYSTEMRY’s Affiliates may include subsidiaries, subcontractors, and sub-processors. SYSTEMRY may subcontract any work under this Agreement to any third party or Affiliate without The Client’s prior written consent. Subject to the limitation of liability provision above, SYSTEMRY shall remain responsible for the performance acts and omissions of any subcontractor or Affiliate.

Terms updated March 2024.