Acceptance of Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (individually or on behalf of the entity you represent) and DMpro (“DMpro,” “we,” “us,” or “our”), operated by InstaMedic Incorporated, located at 215 Fort York Blvd, Toronto, Ontario, M5V 4A2, Canada.

These Terms govern your access to and use of the DMpro browser extension, website, cloud backend, APIs, and all related services (collectively, the “Service”).

By creating an account, accessing the Service, clicking “I Agree,” or otherwise using DMpro, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy, which is incorporated herein by reference.

If you do not agree to any part of these Terms, you must not access or use the Service. Your continued use of DMpro following any modifications to these Terms constitutes your acceptance of those changes.

Eligibility

2.1 Minimum Age

You must be at least 18 years old (or the age of legal majority in your jurisdiction, whichever is greater) to create an account and use DMpro. If you are under the required age, you are prohibited from using the Service.

2.2 Legal Capacity

By agreeing to these Terms, you represent and warrant that you have the legal capacity and authority to enter into a binding contract. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2.3 Business Use

DMpro is designed for business and professional use. While individual creators may use the Service, it is not intended for purely personal, non-commercial messaging. You acknowledge that your use of DMpro may be subject to additional compliance requirements depending on your industry and jurisdiction.

2.4 Organization Accounts

If you create or manage a DMpro account on behalf of an organization, you confirm that: (a) you are authorized to accept these Terms on behalf of that organization, (b) the organization agrees to be bound by these Terms, and (c) you will ensure that all users within your organization comply with these Terms.

Definitions

Throughout these Terms, the following defined terms carry the meanings assigned below:

User Accounts

4.1 Registration

To use certain features of the Service, you must create an Account by providing accurate, current, and complete information. You may register using an email address and password, or through a supported third-party authentication provider (such as Google or Microsoft).

4.2 Accurate Information

You agree to maintain and promptly update your Account information to keep it accurate, current, and complete. Providing false, misleading, or outdated information may result in suspension or termination of your Account.

4.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You agree to immediately notify DMpro at support@dmpro.app of any unauthorized access to or use of your Account.

4.4 Password Responsibilities

You are solely responsible for creating a strong password and storing it securely. DMpro will never request your password via email, chat, or phone. We recommend using a password manager and enabling two-factor authentication.

4.5 Two-Factor Authentication

DMpro may offer or require two-factor authentication (2FA) for Account access. When available, we strongly recommend enabling 2FA for enhanced security. For certain plan tiers or Organization accounts, 2FA may be mandatory.

4.6 Account Ownership

Ownership of an individual Account belongs to the person who registered it. For Organization accounts, ownership belongs to the Organization, and the Organization’s designated administrator(s) retain administrative control.

4.7 Organization Ownership

The individual or entity that creates an Organization Workspace is the initial owner. Ownership can be transferred to another authorized member through the platform’s administrative settings. DMpro is not responsible for internal disputes regarding Organization ownership.

4.8 Account Recovery

If you lose access to your Account, you may initiate recovery through DMpro’s standard procedures (password reset, email verification, or identity confirmation). DMpro reserves the right to require additional verification to protect against unauthorized account recovery attempts.

4.9 Suspension

DMpro may temporarily suspend your Account if we reasonably believe that: (a) your Account has been compromised, (b) your use violates these Terms or applicable law, (c) your activity poses a security risk to the platform or other users, or (d) suspension is required for regulatory compliance. We will attempt to notify you of the reason for suspension and provide an opportunity to remedy the issue, unless doing so would compromise security or legal obligations.

4.10 Termination

You may delete your Account at any time through the Account settings. DMpro may also terminate your Account for repeated or serious violations of these Terms. Upon termination, your right to access the Service ceases immediately, and DMpro may delete your User Data in accordance with our Privacy Policy and applicable data retention obligations.

Subscription Plans

5.1 Free Plans

DMpro may offer free plans with limited features and usage. Free plans are provided at DMpro’s discretion and may be modified, limited, or discontinued at any time with reasonable notice. Free plans do not create an entitlement to continued free access.

5.2 Paid Plans

Paid Subscription plans provide access to additional features, higher usage limits, priority support, and other benefits as described on the DMpro pricing page. The specific features and limits for each plan are outlined at the time of purchase and may be updated periodically.

5.3 Enterprise Plans

Enterprise plans are available through a custom agreement with DMpro. Enterprise pricing, features, service level agreements, and terms are negotiated individually and documented in a separate Order Form or Master Service Agreement, which supplements these Terms.

5.4 Trial Periods

DMpro may offer free trial periods for paid plans. At the end of a trial, your Account will convert to the selected paid plan unless you cancel before the trial expires. We will notify you before the trial ends and before any charges are applied.

5.5 Upgrades and Downgrades

You may upgrade or downgrade your Subscription at any time. Upgrades take effect immediately, and any price difference will be prorated for the current billing cycle. Downgrades take effect at the start of your next billing cycle. Upon downgrade, access to features not included in the lower-tier plan may be restricted, and data associated with premium features may become inaccessible (but not deleted) until you upgrade again.

5.6 Renewals and Auto-Renewal

Paid Subscriptions renew automatically at the end of each billing cycle (monthly or annual) unless you cancel before the renewal date. By subscribing, you authorize DMpro to charge your payment method on file for each renewal period at the then-current rate.

5.7 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including sales, use, value-added (VAT), and goods and services (GST) taxes. You are responsible for paying all such taxes associated with your Subscription, except for taxes based on DMpro’s net income.

5.8 Currency

All prices are displayed and charged in United States Dollars (USD) unless otherwise specified. Currency conversion fees imposed by your financial institution are your responsibility.

5.9 Billing Cycles

Billing cycles begin on the date of your initial subscription purchase and recur monthly or annually based on the plan you selected. Changes to your plan may adjust the billing cycle date.

5.10 Promotional Pricing

DMpro may offer promotional or discounted pricing from time to time. Such offers are subject to their own terms and conditions, may be limited in duration, and are not retroactively applicable to existing subscriptions unless explicitly stated.

5.11 Price Changes

DMpro reserves the right to change Subscription pricing at any time. We will provide at least 30 days’ advance notice of any price increase via email or in-app notification. Price changes will apply to your next billing cycle following the notice period. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

Payments

6.1 Payment Processors

DMpro processes payments through third-party payment processors, currently including Stripe and PayPal. DMpro may add additional payment processors in the future. Your use of a payment processor is subject to that processor’s own terms of service and privacy policy. DMpro does not store your full credit card or payment credentials on our servers.

6.2 Failed Payments

If a payment fails, DMpro will attempt to charge your payment method again and notify you of the failure. If payment remains outstanding after multiple attempts over a reasonable period (typically 7 to 14 days), DMpro may suspend or downgrade your Account until payment is resolved.

6.3 Refund Policy

DMpro generally does not offer refunds for Subscription fees already paid. However, refunds may be considered on a case-by-case basis under exceptional circumstances (such as accidental duplicate charges, extended service outages, or billing errors). Refund requests must be submitted to support@dmpro.app within 14 days of the charge in question.

6.4 Chargebacks and Payment Disputes

If you initiate a chargeback or payment dispute with your bank or payment provider, DMpro reserves the right to immediately suspend your Account pending resolution of the dispute. We encourage you to contact us directly at support@dmpro.app before initiating a chargeback so we can resolve the issue promptly.

6.5 Invoice Generation

DMpro provides invoices for all paid transactions, accessible through your Account settings or billing dashboard. If you require custom invoicing (such as a specific tax identification number, company name, or purchase order number), you may update your billing information accordingly.

6.6 Taxes and Compliance

You are responsible for determining and paying any taxes, duties, or levies applicable to your Subscription. DMpro may collect and remit taxes where required by law. Tax amounts, if applicable, will be displayed at checkout or on your invoice.

Connected Platforms

7.1 Supported Integrations

DMpro supports integrations with various third-party platforms, including (but not limited to): Facebook, Instagram, Messenger, WhatsApp, Threads, TikTok, LinkedIn, YouTube, Google, Microsoft, Slack, Discord, Telegram, Pinterest, X (formerly Twitter), Shopify, WooCommerce, BigCommerce, HubSpot, and Salesforce. DMpro may add or discontinue integrations at any time.

7.2 User Authorization

DMpro accesses your Connected Accounts only after you explicitly grant authorization through OAuth or a comparable authentication mechanism. You are responsible for the authorization you grant and may revoke access at any time through DMpro or the relevant third-party platform’s settings.

7.3 Third-Party Ownership

DMpro does not own, operate, or control any third-party platform. Each Connected Platform is governed by its own terms of service, community guidelines, and policies. Your use of a Connected Account through DMpro must comply with both these Terms and the applicable third-party platform’s policies.

7.4 API Changes and Availability

Third-party platforms may modify, restrict, or discontinue their APIs, features, or data access at any time without notice to DMpro. Such changes may affect the functionality, availability, or performance of features within DMpro that rely on those platforms.

7.5 Feature Dependency

Certain DMpro features depend on the availability and functionality of third-party platforms. DMpro does not guarantee uninterrupted access to any third-party platform and is not liable for any disruption, degradation, or loss of functionality resulting from third-party changes.

7.6 Third-Party Outages and Policy Changes

DMpro is not responsible for outages, downtime, data loss, policy changes, enforcement actions, or account suspensions imposed by any third-party platform. If a third-party platform suspends or terminates your access, DMpro cannot restore that access and is not liable for any resulting impact on your use of the Service.

AI Features

8.1 AI-Generated Responses

DMpro offers AI-powered features that can generate message replies, content suggestions, text rewrites, conversation summaries, knowledge-base answers, and prompt templates. These features are powered by third-party AI providers and DMpro’s own models.

8.2 Suggestions, Rewrites, and Summaries

AI Features are designed to assist you, not replace your judgment. All AI-generated content is provided as a suggestion and should be reviewed before sending or publishing. You are responsible for the final content you send through the Service.

8.3 Knowledge Base

If you upload content to DMpro’s Knowledge Base, the AI may use that content to generate responses on your behalf. You are responsible for the accuracy and appropriateness of the content you provide as training material for AI features.

8.4 Prompt Generation

DMpro may provide pre-built or user-customizable prompts that control AI behavior. You agree not to use prompts to generate content that violates these Terms, applicable laws, or third-party platform policies.

8.5 AI Limitations and Hallucinations

AI models may produce inaccurate, incomplete, misleading, or nonsensical outputs (“hallucinations”). DMpro does not guarantee the accuracy, reliability, or suitability of any AI-generated content. You should not rely on AI outputs for legal, medical, financial, or safety-critical decisions.

8.6 User Responsibility

You are solely responsible for reviewing, approving, and sending any content generated by AI Features. DMpro is not liable for any consequences arising from AI-generated content that you choose to use, send, or publish.

8.7 AI Provider Changes

DMpro may change, upgrade, or replace the AI providers, models, or technologies that power AI Features at any time. Such changes may affect the quality, style, or behavior of AI outputs. DMpro will endeavor to maintain or improve AI performance but does not guarantee consistency across provider or model changes.

Acceptable Use Policy

You agree to use DMpro responsibly and in compliance with all applicable laws, regulations, and these Terms. The following activities are strictly prohibited:

• Spam: Sending unsolicited bulk messages, mass outreach without consent, or messages in violation of applicable anti-spam laws (such as CAN-SPAM, CASL, or GDPR).
• Illegal Activity: Using the Service for any activity that is unlawful in your jurisdiction or the recipient’s jurisdiction.
• Fraud: Engaging in deceptive practices, identity theft, impersonation, or financial fraud.
• Malware: Distributing, uploading, or transmitting viruses, ransomware, trojans, spyware, or other malicious software through the Service.
• Phishing: Creating or distributing deceptive messages designed to trick recipients into revealing personal information, credentials, or financial data.
• Harassment: Threatening, bullying, intimidating, or harassing any individual or group through the Service.
• Hate Speech: Promoting violence, discrimination, or hatred against individuals or groups based on race, ethnicity, religion, gender, sexual orientation, disability, or any other protected characteristic.
• Copyright Infringement: Uploading, distributing, or using content that infringes on the intellectual property rights of others.
• Unauthorized Automation: Running automations that violate third-party platform terms, send messages at rates that exceed platform limits, or automate actions in ways not supported by DMpro.
• Credential Sharing: Sharing your Account credentials with unauthorized individuals or using shared credentials to circumvent licensing limits.
• Reverse Engineering: Decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code of the Service.
• Unauthorized Security Testing: Conducting penetration tests, vulnerability scans, or security assessments against DMpro’s infrastructure without prior written authorization.
• API Abuse: Using DMpro’s APIs in ways that exceed documented rate limits, degrade performance, or circumvent access controls.
• Excessive Resource Usage: Consuming computational, storage, or bandwidth resources in a manner disproportionate to normal usage, or in a way that degrades the Service for other users.
• Circumventing Limitations: Attempting to bypass plan limits, trial restrictions, authentication requirements, or any other technical safeguards within the Service.

User Content

10.1 Ownership

You retain full ownership of all Content that you create, upload, import, or transmit through the Service. This includes, but is not limited to: messages, files, images, videos, contacts, AI prompts, templates, workflows, automations, and uploaded assets. DMpro does not claim ownership of your Content.

10.2 License Grant to DMpro

By using the Service, you grant DMpro a limited, non-exclusive, worldwide, royalty-free license to host, store, process, display, transmit, and reproduce your Content solely as necessary to provide, maintain, and improve the Service. This license exists only for as long as your Content remains on the platform and terminates upon deletion of your Content or closure of your Account, subject to any applicable data retention obligations.

10.3 Content Responsibility

You are solely responsible for the Content you create and transmit through the Service. You represent and warrant that: (a) you own or have the necessary rights and permissions to use and share your Content, (b) your Content does not infringe on the intellectual property, privacy, or other rights of any third party, and (c) your Content complies with all applicable laws and these Terms.

10.4 Content Removal

DMpro reserves the right to remove or restrict access to any Content that violates these Terms, applicable laws, or third-party platform policies. DMpro may also remove Content in response to valid legal requests, intellectual property claims, or reports of abuse.

10.5 Data Portability

DMpro supports your right to export your data. You may request an export of your User Data through the platform’s settings or by contacting support@dmpro.app. We will provide your data in a commonly used, machine-readable format within a reasonable timeframe.

Team Workspaces

11.1 Roles and Permissions

DMpro Workspaces support multiple user roles, including (but not limited to): Owner, Admin, Manager, Agent, Editor, and Member. Each role carries specific permissions governing access to conversations, contacts, automations, settings, billing, and administrative controls. The Owner may configure and customize role permissions within the platform.

11.2 Workspace Owners

The Workspace Owner holds ultimate administrative authority, including the ability to manage billing, add or remove members, transfer ownership, configure integrations, and delete the Workspace. There must be at least one active Owner for each Workspace at all times.

11.3 Invitations and Onboarding

Workspace Owners and Admins may invite additional users to join the Workspace via email or invitation link. By accepting an invitation, the invited user agrees to these Terms and acknowledges that the Workspace Owner and Admins may have access to their activity, conversations, and data within the Workspace.

11.4 Account Removal

Workspace Owners and Admins may remove members from a Workspace at any time. Removed members will lose access to Workspace data, conversations, and configurations. Content created by a removed member within the Workspace remains the property of the Workspace Owner.

11.5 Audit Logs

DMpro may provide audit logs that record significant actions within a Workspace (such as member changes, setting modifications, and integration events). Audit logs are available to Owners and Admins and are retained in accordance with the applicable plan and DMpro’s data retention policies.

11.6 Workspace Transfers

Workspace ownership may be transferred to another member through the platform’s administrative settings. Transfer of ownership is final and cannot be reversed without the consent of the new Owner. DMpro is not a party to disputes between team members regarding Workspace control.

APIs & Developers

12.1 API Access

DMpro may provide APIs that allow developers to programmatically access and interact with the Service. API access may be subject to separate API-specific terms, documentation, and usage policies published at https://dmpro.app/.

12.2 Rate Limits

API usage is subject to rate limits, which vary by Subscription plan. Exceeding rate limits may result in temporary throttling or suspension of API access. Current rate limits are documented in the API documentation.

12.3 Security and Token Handling

API authentication tokens and keys are confidential credentials. You are responsible for storing them securely and not sharing them publicly (including in client-side code, public repositories, or unsecured environments). Compromised tokens should be immediately revoked and regenerated.

12.4 Developer Responsibilities

Developers using DMpro’s APIs agree to: (a) comply with these Terms and all applicable API documentation, (b) implement proper error handling and rate-limiting in their applications, (c) not use APIs to circumvent plan limits or access controls, and (d) attribute DMpro where required by the API documentation.

12.5 API Changes and Deprecation

DMpro reserves the right to modify, deprecate, or discontinue APIs or specific API endpoints at any time. We will provide reasonable advance notice (typically 30 days) before deprecating or making breaking changes to stable API endpoints. Use of beta or preview API endpoints is at your own risk and may change without notice.

Intellectual Property

13.1 DMpro Ownership

The Service, including all software, source code, user interfaces, designs, logos, trademarks, trade names (“DMpro” and related marks), documentation, knowledge base content, marketing materials, and website content, is the exclusive property of DMpro or its licensors. All rights not expressly granted in these Terms are reserved.

13.2 Limited License to Users

Subject to these Terms, DMpro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business or professional purposes. This license does not include the right to: (a) sublicense, resell, or redistribute the Service, (b) copy or modify the Service or any part thereof, or (c) use DMpro’s trademarks without prior written consent.

13.3 Trademarks

“DMpro,” the DMpro logo, “Slide smarter. Sell faster.,” and all related product names, logos, and slogans are trademarks or registered trademarks of DMpro. You may not use these marks without prior written permission, except to refer to DMpro in a factually accurate, non-misleading manner.

13.4 Feedback

If you provide DMpro with suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), you grant DMpro a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation to you.

Availability

14.1 Uptime

DMpro strives to maintain high availability but does not guarantee uninterrupted or error-free access to the Service. Specific uptime commitments, if any, are set forth in your Subscription plan or a separate Service Level Agreement (SLA).

14.2 Maintenance and Downtime

DMpro may perform scheduled and unscheduled maintenance that results in temporary downtime. We will provide advance notice of planned maintenance when feasible. Emergency maintenance may occur without prior notice when necessary to address security vulnerabilities, data integrity risks, or critical system failures.

14.3 Updates

DMpro continuously improves the Service by releasing updates, patches, and new features. Updates may modify or discontinue existing features. We aim to communicate significant changes in advance, but minor updates may be deployed without notice.

14.4 Beta and Experimental Features

DMpro may offer beta, preview, or experimental features that are not yet generally available. Such features are provided “as is” without warranty, may be unstable, and may be modified or discontinued at any time without notice. Your use of beta features is voluntary and at your own risk.

Security

15.1 Encryption

DMpro uses industry-standard encryption to protect data in transit (TLS/SSL) and at rest. We regularly review and update our encryption practices to align with current best practices and regulatory requirements.

15.2 Authentication and Access Controls

DMpro implements OAuth-based authentication for Connected Accounts and supports multi-factor authentication for user logins. Role-based access controls within Workspaces ensure that team members can only access data and features appropriate to their assigned role.

15.3 Monitoring and Incident Response

DMpro monitors its infrastructure for security threats, anomalous activity, and potential breaches. In the event of a security incident that affects your data, DMpro will notify affected users and, where required by law, relevant authorities, in accordance with applicable data breach notification laws.

15.4 Data Protection

DMpro implements technical and organizational measures designed to protect User Data against unauthorized access, alteration, disclosure, or destruction. These measures include regular security assessments, access logging, and infrastructure hardening. For more detail on our data protection practices, please refer to our Privacy Policy.

15.5 Responsible Disclosure

If you discover a security vulnerability in the Service, we ask that you report it responsibly to legal@dmpro.app and refrain from publicly disclosing it until we have had a reasonable opportunity to address it.

Privacy

Your privacy is important to us. Our collection, use, storage, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Service, you acknowledge that you have read and understood our Privacy Policy and consent to the practices described therein. If you are processing personal data of your own customers or contacts through DMpro, you are responsible for ensuring that you have the necessary legal basis (such as consent or legitimate interest) for such processing in compliance with applicable data protection laws (including GDPR, CCPA, LGPD, PIPEDA, and others).

Third-Party Services

17.1 External Integrations

The Service integrates with third-party applications, platforms, and services as described in Section 7. These integrations are provided for convenience and functionality and do not imply endorsement by DMpro.

17.2 Third-Party APIs

DMpro uses third-party APIs to provide certain features (such as messaging, calendar synchronization, CRM connections, and payment processing). Your use of these features may be subject to the respective third party’s terms of service and privacy policy.

17.3 External Links and Embedded Content

The Service or our website may contain links to external websites, resources, or embedded content from third parties. DMpro is not responsible for the content, accuracy, privacy practices, or availability of external sites. Accessing external links is at your own risk.

17.4 Payment Processors

Payments are processed through third-party payment processors (currently Stripe and PayPal). DMpro is not responsible for errors, outages, or security issues originating from payment processors. Your financial information is handled directly by the payment processor under its own terms and security policies.

17.5 AI Providers

AI Features within DMpro may be powered by third-party AI providers. Data submitted to AI Features may be processed by these providers in accordance with their terms and privacy policies. DMpro selects AI providers that align with our security and privacy standards, but does not control their infrastructure or data handling practices. We do not use your Content to train third-party AI models.

Suspension & Termination

18.1 Termination by You

You may close your Account and stop using the Service at any time through your Account settings or by contacting support@dmpro.app. If you are on a paid Subscription, cancellation will take effect at the end of your current billing cycle, and no prorated refund will be issued for the remaining portion of the cycle.

18.2 Termination by DMpro

DMpro may suspend or terminate your Account, with or without notice, if: (a) you materially breach these Terms, (b) you engage in fraudulent, illegal, or harmful activity, (c) your use poses a security risk to the platform or other users, (d) continued provision of the Service to you would be unlawful, or (e) DMpro discontinues the Service entirely. We will make reasonable efforts to provide advance notice and an opportunity to export your data, except where immediate action is necessary to protect the platform, other users, or comply with legal obligations.

18.3 Effect of Termination

Upon termination: (a) your right to access the Service immediately ceases, (b) your Subscription and any associated licenses are revoked, (c) DMpro may delete your User Data after a reasonable retention period (typically 30 days), and (d) any outstanding payment obligations survive termination. Sections of these Terms that by their nature should survive (including Intellectual Property, Limitation of Liability, Indemnification, and Governing Law) will remain in effect.

18.4 Data Deletion

Following Account closure, DMpro will delete your User Data in accordance with our Privacy Policy and applicable data retention laws. You may request an export of your data before closure. DMpro may retain certain data as required by law, for dispute resolution, or to enforce these Terms.

Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DMPRO DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, (B) THE RESULTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE OR RELIABLE, (C) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR (D) AI FEATURES WILL PRODUCE ACCURATE, APPROPRIATE, OR USEFUL OUTPUTS.

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION OBTAINED FROM DMPRO (WHETHER ORAL OR WRITTEN) CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DMPRO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF DMPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL DMPRO’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO DMPRO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS, THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to indemnify, defend, and hold harmless DMpro, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use or misuse of the Service.
• Your violation of these Terms or any applicable law or regulation.
• Your Content, including any claim that your Content infringes the intellectual property or other rights of a third party.
• Your interactions with third-party platforms through Connected Accounts.
• Your use of AI Features and any consequences of AI-generated content you choose to send or publish.
• Any dispute between you and a third party related to your use of the Service.

DMpro reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with DMpro’s defense.

Force Majeure

DMpro shall not be liable for any delay or failure to perform its obligations under these Terms resulting from events beyond its reasonable control, including (but not limited to): natural disasters, pandemics, epidemics, acts of war or terrorism, civil unrest, government sanctions or embargoes, labor strikes, power outages, internet or telecommunications failures, cyberattacks, third-party service outages, or changes in applicable laws or regulations.

In the event of a force majeure, DMpro will make reasonable efforts to resume performance as soon as practicable and will notify affected users of the situation and expected timeline for resolution.

Governing Law

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict-of-law principles.

You agree that any legal action or proceeding related to these Terms shall be brought exclusively in the courts located in Toronto, Ontario, Canada, and you consent to the personal jurisdiction of such courts.

Dispute Resolution

24.1 Informal Resolution

Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute informally by contacting DMpro at legal@dmpro.app. We will make good-faith efforts to resolve the dispute within 30 days of receiving your written notice.

24.2 Arbitration (Optional)

If informal resolution is unsuccessful, either party may elect to submit the dispute to binding arbitration administered by a mutually agreed-upon arbitration body, conducted in Toronto, Ontario. The arbitration shall be conducted in English. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

24.3 Court Jurisdiction

If arbitration is not elected or is not enforceable, any legal action shall be brought exclusively in the courts specified in Section 23 (Governing Law).

24.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DMPRO AGREE THAT ANY CLAIMS OR DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive the right to participate in or bring class action lawsuits, class-wide arbitrations, or any other proceeding where one party acts in a representative capacity. If this waiver is found to be unenforceable in your jurisdiction, the remainder of this dispute resolution section remains in full force and effect.

Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations (EAR), Canadian Export and Import Permits Act, European Union dual-use regulations, and any other applicable trade compliance frameworks.

You represent and warrant that: (a) you are not located in a country subject to a comprehensive government embargo, (b) you are not listed on any government-maintained restricted or denied parties list, and (c) you will not use the Service for any purpose prohibited by applicable export control laws.

Sanctions

You represent and warrant that neither you nor any person who owns or controls you, or whom you own or control, is the target of economic or trade sanctions administered by the United States (OFAC), the European Union, the United Kingdom, Canada, or any other applicable governmental authority.

You agree not to use the Service in any way that would cause DMpro to violate applicable sanctions laws. If DMpro determines that your Account is associated with a sanctioned individual, entity, or jurisdiction, we may immediately suspend or terminate your Account without notice and without liability.

Compliance with Platform Policies

When using DMpro with Connected Accounts, you must comply with the terms of service, community guidelines, developer policies, and acceptable use policies of each connected third-party platform. This includes, but is not limited to, the policies of:

• Meta (Facebook, Instagram, Messenger, WhatsApp, Threads)
• TikTok
• Google (YouTube, Google Business)
• Microsoft (LinkedIn, Outlook, Teams)
• X (formerly Twitter)
• Slack, Discord, Telegram, Pinterest
• Shopify, WooCommerce, BigCommerce
• HubSpot, Salesforce

Violations of third-party platform policies may result in enforcement actions by those platforms (including account suspension or ban) and may also constitute a violation of these Terms. DMpro is not responsible for monitoring your compliance with third-party platform policies, and any consequences arising from non-compliance are your sole responsibility.

Future Features

DMpro continuously develops and introduces new features, services, integrations, APIs, AI capabilities, and products. Any new features or services added to the platform will be subject to these Terms unless accompanied by separate or supplemental terms. Your continued use of the Service following the introduction of new features constitutes your acceptance of those features under these Terms.

DMpro makes no commitments regarding the release, timing, or availability of any future features discussed in roadmaps, blog posts, documentation, or communications. Pre-release announcements do not create a binding obligation to deliver specific functionality.

Changes to Terms

DMpro reserves the right to update, modify, or replace these Terms at any time. When we make material changes, we will: (a) update the “Last Updated” date at the top of this page, (b) provide notice via email to the address associated with your Account, and/or (c) display a prominent notification within the Service.

For material changes that may adversely affect your rights or obligations, we will provide at least 30 days’ advance notice before the changes take effect. Minor clarifications, formatting updates, or corrections may be made without advance notice.

Your continued use of the Service after any changes to these Terms constitutes your acceptance of the revised Terms. If you do not agree with the updated Terms, you must stop using the Service and close your Account.

Contact Information

If you have questions, concerns, or requests regarding these Terms, you may contact DMpro using the following channels:

For the most current version of these Terms, please visit /terms-of-use/.

Postal address: InstaMedic Incorporated, 215 Fort York Blvd, Toronto, Ontario M5V 4A2, Canada.