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Arigato Machine Inc., using the trading name “Manifold” (“Manifold”, “we”, “us”) provides the Manifold services through the website http://www.manifold.co, including all subpages and successor pages (the “Website”) and by or through any application (the “App”) that we may make available to you from to time to time subject to these Terms of Use (these “Terms” or this “Agreement”). We refer to the Website, the App, and any related services provided by us as the “Manifold Services”.

Manifold is a forum through which cloud and other Internet services (“Offered Services”) are made available by third-party service providers (“Service Providers“) for purchase by users and potential users (“Users“) of Manifold. Manifold is the provider of the technology and services to enable this forum and facilitate related transactions for Service Providers who have made cloud and Internet services available via Manifold.

Please read these Terms carefully before using the Manifold Services. By accessing or using the Manifold Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference into these Terms. If you do not agree with these Terms in their entirety, you may not use the Manifold Services. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.

The Manifold Services are intended for use by businesses and/or individuals who have reached the age of majority and are not targeted at or intended to be used by children. You must be at least of the age of majority in your jurisdiction to use the Manifold Services.

Manifold reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Manifold Services, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any, or we will post an update on the Website and/or a notice in the App visible to you the next time you access the App. Material changes will take effect 30 days from the date of posting of an update to these Terms and all minor changes that are not material to the Terms will take effect from the date of update. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Manifold Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Manifold Services.

The Manifold Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else.

1. Privacy Policy. Manifold complies with applicable laws governing the protection of personal information provided to us or collected by us in connection with the use of the Manifold Services. A copy of the most up to date privacy policy applicable to the use of the Manifold Services is available on the Website at https://manifold.co/privacy (the “Privacy Policy”). You agree to be bound by the Privacy Policy and your submission of any your personal information or personal information you submit on behalf of any third party shall be deemed consent to use such information in the manner set out in the Privacy Policy.

2. Registration Data; Account Security. If you register for an account on the Manifold Services (your “User Account”), you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Manifold Services (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Manifold, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Manifold. You are responsible for all activity on your Manifold User Account, and for all charges incurred by your Manifold User Account.

3. Service Provider Offerings. Service Providers make available the Offered Services through listings on Manifold (“Offered Service Listings”). Each Offered Service Listing identifies the nature, volume, subscription fees, and any other costs associated with any Offered Services offered by a Service Provider. In addition, the Offered Service Listing specifies the terms and conditions and any privacy policy of the Service Provider that is applicable to the Offered Service. USERS AGREE TO BE BOUND BY THE TERMS AND CONDITIONS, PRIVACY POLICY AND ANY OTHER APPLICABLE AGREEMENT OF ANY SERVICE PROVIDER (“SERVICE PROVIDER TERMS”) FROM WHICH THE USER ACQUIRES OFFERED SERVICES.

4. Manifold. Manifold is only a venue for connecting Users and Service Providers. Users contract directly with the Service Providers. Manifold will not be a party to any agreements or contracts for Offered Services. Manifold acts to coordinate payments between Users and the Service Providers but does not act as a service provider for the Offered Services and nothing in our involvement in the marketplace and payment process makes us responsible for the Offered Services. Your contract for Offered Services is with the Services Provider and not with Manifold. Any disputes between Service Providers and Users are governed by the Service Provider Terms.

5. Subscription Fees; Invoices. Subscription fees will be charged to the User’s credit card within 7 days following each month for the User’s usage of Offered Services in the prior month (“Billing Cycle”). Subscription fees for any Offered Services cancelled prior to the expiration of a Billing Cycle will be pro-rated. Manifold does not charge for cancelling a subscription to any Offered Services. All charges are final and non-refundable. Manifold will make available to Users one monthly invoice per User Account that lists all Offered Services that have been purchased by the User for the applicable Billing Cycle (“Invoice”). If a User has subscribed to more than one Offered Service in any Billing Cycle, the Invoice will list each Offered Services and related fees.

6. Billing; Payment Processor. Manifold uses Stripe, a third-party payment processor to process transactions (“Payment Processor”). Users must provide a valid credit card number and other applicable billing information (“Billing Information”) for payment of the applicable subscription fees for any Offered Services as set out in the Offering. You authorize this Billing Information to be provided to the third party Payment Processor. You acknowledge and agree that terms of service of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our Terms and policies do not govern. MANIFOLD HAS NO LIABILITY ARISING FROM YOUR USE OF OR ACCESS TO THE PAYMENT PROCESSOR. You should review the applicable terms and policies of the Payment Processor, including its privacy and data gathering practices.

7. Manifold Fees. There is currently no charge for your use of the Manifold Services, to the extent this includes browsing the Website, downloading an App, and requesting Offered Services from Service Providers. Manifold reserves the right to introduce any service fees or implement charges for features of the Manifold Services as indicated to Users from time to time. Any revised fees will take effect 30 days from the date of posting to the Website, App, or notification to your User Account. If you choose to terminate your User Account after notification of any new or additional fees, you must do so before the 30 day period, after which such charges will be applied to your User Account, if applicable.

8. Taxes. All subscription fees for Offered Services are exclusive of all federal, state, provincial, goods, services, value-added, municipal or other taxes, which Users agree to pay based on where the User is primarily domiciled.

9. Manifold Intellectual Property
a. In these Terms the content available through the Website and Manifold Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.

b. As between Manifold and you, Manifold or its licensors own and reserve all right, title and interest in and to the Manifold Services and all software, Content and other items used to provide the Manifold Services, other than the rights explicitly granted to you to use the Manifold Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Manifold Services is transferred to you pursuant to these Terms. All rights not expressly granted to you are reserved by Manifold.

c. The Manifold Services, as well as all Content and software available on the Manifold Services or used to create and/or operate the Manifold Services, is the property of Manifold or its licensors, and is protected by Canadian and international copyright and other intellectual property laws. All trademarks, registered trademarks, product names and company names or logos mentioned in the Manifold Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Manifold.

10. Service Provider Intellectual Property

a. As between any Service Provider and you, the Service Provider or its licensors own and reserve all right, title and interest in and to the Offered Services and all software, Content and other items used to provide the Offered Services, other than the rights expressly granted to you to use the Offered Services in accordance with the Service Provider Terms. No title to or ownership of any proprietary rights related to the Offered Services is transferred to you. All rights not explicitly granted to you are reserved by the Service Provider.

11. Your User Content

a. Content provided by Users is called “User Content”. For example, Users may have the ability to create custom labels or names for the various Offered Services that they have purchased through their User Account. User Content is that User’s property. Manifold’s only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 11(10b) of these Terms.

b. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Website and provide the Manifold Services, now and in the future. Therefore, by posting or distributing User Content to or through the Manifold Services, you (a) grant Manifold and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Manifold Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Manifold Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

c. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Manifold Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Manifold Services. If you authorize third parties, including Service Providers, to access your User Content through the Manifold Services, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.

d. We welcome your suggestions, comments and feedback on the Manifold Services (“Feedback”) especially during the beta phase of any services as it helps us to make improvements to the Manifold Services. If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Manifold and its affiliated companies (including all of their successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.

12. Our Limited License of Content to You

a. Manifold grants you a limited, revocable, non-exclusive, non-sublicensable license to access and use the Manifold Services and Website and to view and use the portions of the Content available to you through the Manifold Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and use such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots, crawlers, or similar data gathering or extraction methods; and (v) you may not use the Website, the Manifold Services or the Content other than for their intended purpose.

b. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Manifold at any time.

c. You represent and warrant that your use of the Manifold Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

d. To request permission for uses of Content not included in this license, you may contact Manifold at the address set out at the bottom of these Terms.

13. User Conduct the Website and the Services

a. You acknowledge and agree that the Manifold Services are available for your personal use only in connection with the proper requesting or servicing of requests, and may not be used for any other commercial purpose. Without restricting anything else in this Agreement, you agree not to:

• Reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Manifold Services, the Website, or any part thereof;

• Copy or otherwise commercially exploit the Manifold Services in any way except in furtherance of your permitted use in accordance with this Agreement;

• Register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity);

• Disable or circumvent any access control or related process or procedure established with respect to the Website or Manifold Services, or attempt to gain unauthorized access to the Website or Manifold Services;

• Use the Manifold Services to intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority;

• Access the Website or Manifold Services for the purpose of (i) building a competitive product or service, or (ii) copying any features, functions or graphics; or

• Interfere with or disrupt the Website or Manifold Services.

b. The Website may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Manifold Services (“Interactive Areas”). If Manifold provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Manifold Services will be considered non-confidential.

c. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Manifold Services any of the following:

• Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

• Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

• Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

• Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

• Unsolicited promotions, political campaigning, advertising or solicitations;

• Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;

• Viruses, corrupted data or other harmful, disruptive or destructive files;

• Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or

• Content that, in the sole judgment of Manifold, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Manifold Services, or which may expose Manifold or its affiliates or its other users to any harm or liability of any type.

d. Finally, Manifold has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Manifold Services generally to send commercial or other messages to any third-party without consent. Your use of the Manifold Services must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.

e. Any use of the Interactive Areas or other portions of the Manifold Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Manifold Services.

14. No Responsibility for Third-Party Services, Sites or Content

a. As a service to Users, the Website may contain links to third-party websites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including those of our Service Providers, payment processors and other payment intermediaries that you may use in connection with your use of the Manifold Services. Your use of Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.

15. Warranty Disclaimer


b. The Manifold Services may be unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any website (including the those in the Manifold Services) or combination thereof.

c. While Manifold attempts to make your access to and use of the Manifold Services safe, Manifold does not represent or warrant that the Website, the Content, or the Manifold Services are free of viruses or other harmful components.

16. Limitation of Liability; Indemnity

a. You waive and shall not assert any claims or allegations of any nature whatsoever against Manifold, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, including the Service Providers, as well as any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Website, the Content, or the Manifold Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Website, the Content, or the Manifold Services. You use the Content, the Website, the Manifold Services at your own risk.

b. Without limitation of the foregoing, neither Manifold nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Content, the Website and/or the Manifold Services, including without limitation any damages caused by or resulting from your reliance on the Website or Manifold Services or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to the Content, the Website and/or the Manifold Services or any other Released Party’s programs or services.

c. In no event shall the aggregate liability of Manifold, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Website, the Content, and/or the Manifold Services exceed the aggregate fees paid by you hereunder during the six months prior to the date of any claim.

d. You shall defend, indemnify and hold harmless Manifold and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Website, the Content, and/or the Manifold Services in breach of these Terms, including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third party.

17. Communications

a. Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you at the email address you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of your User Account on the Website, or elsewhere on the Website. It is your responsibility to periodically review the Website for notices.

18. Applicable Law and Venue

a. You and Manifold explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Content or the Manifold Services will be governed by the laws of the Province of Nova Scotia and the Federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

b. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort (including negligence), pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Manifold and arising out of or relating to (a) these Terms; (b) the Content, the Website and/or the Manifold Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Content, the Website, or the Manifold Services; or (d) the relationships that result from these Terms or the Content, the Website, or the Manifold Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Manifold related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Manifold. If you have a Claim, you should give written notice to us at via email at support@manifold.co or by mail at PO Box 33082, Quinpool Centre, Halifax, NS B3L 4T6. If we have a Claim, we will give notice of our Agreement to arbitrate your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

c. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Ottawa, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

d. If you choose to access the Manifold Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Manifold and the other Released Parties for your failure to comply with any such laws.

19. Termination/Modification of License and Website Offerings

a. Notwithstanding any contrary provision of these Terms, Manifold reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Manifold Services, or any portion thereof ; (b) block or prevent your future access to and use of all or any portion of the Manifold Services; (c) change, suspend or discontinue any aspect of the Manifold Services or Content; and (d) impose limits on the Manifold Services or Content.

10. Inactive Accounts; Termination of Account

a. Manifold reserves the rights to terminate your Account at any time for any reason or no reason. If would like to delete your Account, email support@manifold.co to request to deletion of your Account.

b. Subject to our Privacy Policy, we may retain an archival copy certain Registration Data and Account information.

c. If these Terms expire or terminate for any reason, Sections1, 5, 8, 9, 10, 11, 14, 15, 16, 18, 20, and 21 shall survive indefinitely.

21. Miscellaneous

a. These Terms and our Privacy Policy constitute the entire agreement between you and Manifold in respect of the Manifold Services. You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without Manifold’s prior written consent. Manifold may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.

22. Contact: If You have any questions or concerns about this Agreement and/or if you wish to contact Manifold for any reason, please contact us at: support@manifold.co.

23. English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.