This Terms of Use Agreement (“Agreement”) governs your access to and use of the websites operated by Kinnear Media Inc., including fillyourpractice.ai, and the software, applications, systems, automation tools, communication tools, and related services provided by Functional Medicine Automation & Marketing LLC, doing business as Fill Your Practice (“Company,” “FYP,” “we,” “us,” or “our”) (collectively, the “Services”).
By accessing or using the Services, you agree to be legally bound by this Agreement.
1. Acceptance and Eligibility
1.1 Acceptance
By accessing or using the Services, you agree to this Agreement. If you do not agree, you must not use the Services.
1.2 Eligibility
You must:
- Be at least 18 years old
- Reside in the United States, Canada, United Kingdom, Australia, India, or Singapore
- Not be a direct competitor of the Company
- You represent and warrant that you have full authority to enter into this Agreement.
1.3 Modifications
We may update this Agreement at any time. Continued use of the Services constitutes acceptance of any changes.
2. Accounts and Access
You may be required to create an account. You agree to provide accurate information and maintain account security.
You are responsible for all activity under your account.
We may suspend or terminate access at any time for violations of this Agreement.
The Services may be modified, updated, or discontinued at any time without liability.
3. Acceptable Use
You agree to use the Services only for lawful business purposes.
You may not:
- Violate any laws or regulations
- Send spam or unsolicited communications
- Use purchased or scraped contact lists
- Impersonate others
- Attempt unauthorized access
- Reverse engineer the platform
- Upload harmful software
- Interfere with system operations
- Violation may result in immediate suspension.
4. Payments and Purchases
4.1 Fees
All fees are disclosed before purchase. By submitting payment, you agree to pay all applicable charges.
4.2 Payment Processing
Payments are processed by third-party providers. We do not store credit card details.
Failed payments may result in immediate suspension.
4.3 No Access Before Payment
Access is granted only after full payment is received.
5. Subscription Terms
5.1 Subscription Start
Subscriptions begin upon payment receipt.
5.2 Payment Delinquency
If payment is not received within five (5) business days of the due date:
- Access may be suspended
- Communication services may be disabled
- Billing will continue during suspension
- Repeated delinquency may result in termination.
5.3 Fixed-Term Subscriptions
Fixed-term subscriptions run for the full selected term and may not be canceled early.
5.4 Automatic Renewal
Subscriptions renew automatically unless canceled in writing at least thirty (30) days before renewal.
No refunds will be issued for failure to cancel prior to renewal.
5.5 Termination by Client
You may terminate recurring subscriptions with thirty (30) days written notice. Termination takes effect at the end of the billing period.
5.6 Effect of Termination
No prorated refunds will be issued for partial billing periods.
Each active subscription includes $20 USD per month in pooled communication usage credits applied across email, SMS, and phone usage combined.
These credits are usage-based estimates and do not guarantee specific volumes.
At typical provider and carrier rates, $20 in usage credits generally covers approximately:
Email
Up to 14,285 emails (approximately $10 in usage value)
Phone
1,360 outbound minutes
2,250 inbound minutes
SMS
Approximately 2,300 SMS segments
Usage credits are pooled. Increased usage in one category reduces available usage in others.
SMS Segmentation Disclosure
A standard SMS message without emojis averages approximately five (5) segments.
Based on this estimate, 2,300 segments allows for approximately 460 SMS messages before overage charges apply.
Actual segment usage varies depending on:
- Message length
- Emojis
- Special characters
- MMS content
- Carrier encoding rules
You are solely responsible for monitoring usage.
Overage Billing
If the $20 monthly allowance is exceeded, additional usage will be automatically billed to the payment method on file at the following rates:
- Outbound calls: $0.017 per minute
- Inbound calls: $0.00089 per minute
- SMS: $0.00087 per segment
- Email: Provider-based variable rates
Rates may change at any time due to carrier, provider, or regulatory changes.
Continued use constitutes acceptance of all usage charges.
Failure to maintain valid payment information may result in suspension of communication services.
5.8 Marketing & Communications Compliance
You are solely responsible for ensuring all communications sent through the Services comply with all applicable laws, including but not limited to:
- Telephone Consumer Protection Act (TCPA)
- CAN-SPAM Act
- Canada’s Anti-Spam Legislation (CASL)
- GDPR (where applicable)
- State telemarketing laws
- Carrier and messaging provider requirements
Consent Requirements
You represent and warrant that you have obtained proper, documented prior express consent (and prior express written consent where required) before sending:
- Marketing SMS
- Automated or prerecorded calls
- Promotional emails
- Ringless voicemail messages
- You must maintain records of consent.
The Company does not obtain consent on your behalf.
Opt-Out Requirements
You agree that all communications will:
- Clearly identify the sender
- Include accurate contact information
- Include compliant opt-out instructions
- Honor unsubscribe or STOP requests immediately
Failure to honor opt-outs is a material breach.
Carrier Enforcement
Message delivery is subject to carrier filtering and approval. We do not guarantee deliverability.
Any fines, penalties, legal claims, or carrier fees resulting from your communications are solely your responsibility.
Indemnification for Violations
You agree to indemnify and hold harmless the Company from any claims, fines, damages, lawsuits, or regulatory actions arising from your marketing or communication activities.
6. Intellectual Property
All platform infrastructure, subaccounts, workflows, automations, configurations, templates, and system architecture remain the exclusive property of FYP.
You are granted a limited, non-exclusive, non-transferable, revocable license during your active subscription.
You may not:
- Transfer
- Export
- Resell
- Migrate
- Copy system architecture
7. Subaccounts & Non-Transferability
Subaccounts are provisioned within a licensed environment and remain Company property.
Upon cancellation or termination:
- Access is revoked
- Subaccounts are not transferred
- Workflows and configurations are not exported
- No ownership rights are conveyed
8. Refund Policy – Annual Subscriptions
Annual subscriptions are non-refundable except within seven (7) days of purchase if:
- No onboarding has occurred
- No setup work has begun
- No platform usage has occurred
After 7 days, no refunds, prorated refunds, or credits will be issued for any reason.
9. No Warranty
The Services are provided “AS IS” and “AS AVAILABLE.” We make no guarantees regarding performance, revenue, deliverability, or results.
10. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for indirect, incidental, consequential, special, or punitive damages.
Your sole remedy is to discontinue use of the Services.
11. Indemnification
You agree to indemnify and defend the Company against any claims arising from:
Your use of the Services
Your communications
Your violation of laws
Your breach of this Agreement
12. Governing Law & Disputes
This Agreement is governed by the laws of Ontario, Canada.
Disputes shall be resolved in Ontario courts or, at the Company’s discretion, through binding arbitration under ICDR Canada rules.
You waive participation in class actions.
13. Miscellaneous
If any provision is unenforceable, the remaining provisions remain in effect.
This Agreement constitutes the entire agreement between you and the Company.