TERMS OF SERVICE

Updated: March 20, 2025

Manifest Climate Inc. (“Manifest”, “we”, “our” or “us”) offers a sustainability and research platform to help organizations review sustainability-related disclosures, access curated sustainability-related data and analysis, and has agreed to provide you certain of such services, as may be more particularly described on the Platform (“Services”). You (“Customer”, “you” or “your”) voluntarily wish to engage Manifest to provide the Services to you and acknowledge and agree that your use of the Services are governed: (a) if you are an existing customer to Manifest, by and in accordance with the terms and conditions set out in the agreement and order form(s) entered into by you and Manifest; and (b) if you are a new customer to Manifest, by and in accordance with the Terms and Conditions set out below. For greater certainty, any existing agreement and order form entered into between you and Manifest govern the use and access of other services provided by Manifest shall take precedence over the terms and conditions set out below. Unless the context requires otherwise, terms that are defined in any part of these terms of service, including this preamble, and the terms and conditions set forth below, shall have the same meaning throughout these terms of service.

TERMS AND CONDITIONS

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM, WEB PORTAL, MANUALS, AND SERVICES. BY REGISTERING FOR AN ACCOUNT OR BY OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM, WEB PORTAL, MANUALS OR OTHERWISE YOUR USE OF THE SERVICES. IF YOU ARE USING AND ACCESSING THE SERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, IN WHICH CASE “CUSTOMER”, “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES IN ANY CAPACITY. THESE TERMS ARE EFFECTIVE ON THE EARLIER OF THE DATE: (A) YOU CLICK TO ACCEPT THESE TERMS (AS MAY BE UPDATED, AMENDED, SUPERSEDED FROM TIME TO TIME), OR (B) YOU FIRST SIGN UP FOR AN ACCOUNT, ACCESS THE PLATFORM, WEB PORTAL, MANUALS OR OTHERWISE USE THE SERVICES.

  1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For the purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the entity or subject entity.

“Additional Terms” has the meaning ascribed thereto in Section 2.2.

"Anonymized Data" has the meaning ascribed thereto in Section 8.4.

“Applicable Laws” means, in respect of any person, property, transaction or event, all applicable Canadian, U.S., or foreign federal, provincial, state, municipal or local government laws, statutes, rules, by-laws and regulations, and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, all as amended from time to time.

“Beta Services” means Manifest services or functionality that may be made available to Customer to try at its option and which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, trial, or by a similar description.

“Branding Elements” means Customer trademarks, logos, trade names and service marks, together with any other text, graphical content, URL addresses, images, data, or code provided to Manifest by Customer, or on Customer’s behalf, for use in connection with the Services. 

“Claims Against Manifest” has the meaning ascribed thereto in Section 11.1.

“Customer Data” means data submitted by or on behalf of Customer on the Platform or otherwise in connection with the Services, or incorporated, whether directly or as a Derivative Work, in Output, excluding, however, Third Party Documents and Third Party Service Content.

“Confidential Information” has the meaning ascribed thereto in Section 9.1.

“Data Center Service Provider” means any third party retained by Manifest to provide all or part of the Services at one or more secure data centers at any time during these Terms.

“de-identified” means, information that has been processed such that persons or entities, to the extent applicable, can no longer be identified, in reasonably foreseeable circumstances, from such processed information either alone or in combination with other information.

“Derivative Work” means a work that is based upon one or more pre-existing works, such as a revision, modification, translation (including compilation or recapitulation by computer), abridgement, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted, and that, if prepared without authorization by the owner of the pre-existing work, would constitute a copyright infringement.

“Disclosing Party” has the meaning ascribed thereto in Section 9.1.

“Force Majeure Event” means any event or circumstances beyond the reasonable control of a party, including an act of God, act of government, flood, fire, pandemic, epidemic, disease, earthquake, civil unrest, act of terror, strike or other labour problem, internet or telecommunications service failure or delay, Third Party Service Provider failure or delay, World Health Organization declared pandemic or epidemic, recognized health threats as determined by the World Health Organization, the Centers for Disease Control or the Public Health Agency of Canada, or government action, decree or order affecting the jurisdiction where the Services are to be provided to Customer or a denial of service attack.

“Free Services” has the meaning ascribed thereto in Section 3.3.

“Governmental Authority” means any governmental or regulatory authority, agency, commission or board of any applicable Canadian, U.S., or foreign federal, provincial, state, municipal or local government, parliament or legislature, or any court or, without limitation, any other law, regulation or rule-making entity having jurisdiction in the relevant circumstances, and whether now or in the future constituted or existing, or any person acting or purporting to act under the authority of any of them.

“ICC Arbitration Rules” has the meaning ascribed thereto in Section 14.15.

“identified” or “identifiable” means, in relation to information and a natural person, that the natural person is specifically identified in the information or that there is a serious possibility that the natural person could be specifically identified through the use of that information, alone or in combination with other reasonably available information, and in particular by reference to an identifier such as a name, an identification number, location data, or an online identifier, or by reference to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Improvements” has the meaning ascribed thereto in Section 8.5.

“Losses” means any and all claims, actions, demands, suits proceedings, damages, liabilities, costs and expenses of every kind and nature, including reasonable legal fees and expenses.

“Malicious Code” means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (I) computer, software, firmware, hardware, system or network; or (II) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; or (b) prevent Customer from accessing or using the Services as intended by these Terms.

“Manifest Output” means all Output, except Third Party Documents.

“Manifest Team” has the meaning ascribed thereto in Section 11.1. 

“Manuals” means the Manifest user guides and policies applicable to the Services, as amended by Manifest from time to time, which are generally available to certain Users through the Web Portal.

“Models” has the meaning ascribed thereto in Section 8.4.

“Notice” has the meaning ascribed thereto in Section 14.10.

“Output” means data, text, graphical presentations, reports, documentation and other information provided to Customer or a User in any form as a result of using the Services, including customized or Derivative Work and including Third Party Documents and Manifest Output;

“Personal Data” means any information relating to an identified or identifiable natural person.

“Platform” means Manifest’s proprietary sustainability and research platform comprised of various components, which is made available by Manifest from time to time.

“Privacy Policy” has the meaning ascribed thereto in Section 9.4.

“Receiving Party” has the meaning ascribed thereto in Section 9.1.

“Security Incident” means: (a) any material security breach or other event where there is an actual material loss, theft, unauthorized access, acquisition, use, disclosure, alteration, or destruction of Customer Data that is within the possession or control of Manifest; or (b) any actual or suspected security breach or other incident where there is an actual or material risk of any unauthorized access to the Platform or unauthorized disclosure of any Manuals or Output by Customer or any Person for whom Customer is responsible hereunder. 

“Taxes” has the meaning ascribed thereto in Section 6.4.

“Third Party Documents” means files originating from third parties and which may be directly accessible through the Platform, or otherwise made available by or on behalf of Manifest in performing the Services, including company reports, legislation, guidance, articles and news. 

“Third Party Service(s)” means web-based, mobile, offline or other software functionality that interoperates with one or more of the Services, which may be provided by Customer or a Third Party Service Provider. Third Party Services shall be identifiable as such. 

“Third Party Service Content” means any text, audio, video, images, and other content that is provided by a Third Party Service Provider (or by others on behalf of the Third Party Service Provider), such as (without limitation) information about the Third Party Services.

“Third Party Service Provider” means the provider of a Third Party Service.

“User” means a natural person who is authorized by Customer to use the Services, and to whom Customer or, when applicable, Manifest, upon Customer’s written request, has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees of Customer but shall not include third parties such as consultants, contractors and agents of Customer. 

“Web Portal” means Manifest’s standard web portal that enables Users to obtain access to the Platform.

2. PROVISION OF SERVICES BY MANIFEST

2.1 Services. Subject to and conditional on compliance with the terms and conditions of these Terms by Customer and its Users, during the term, Manifest shall provide to Customer and its Users the Services in accordance with the terms and conditions hereof. Manifest will provide support services to Customer at no additional charge, during regular business hours. Manifest will use commercially reasonable efforts to ensure the Services are available to the Customer 24 hours a day, seven days a week, during the term of these Terms. Customer shall not permit any third party to use or access the Services.

2.2 Additional Terms. Subject to Section 2.8 of these Terms, certain Third Party Services may have additional terms and conditions apply to Customer (“Additional Terms”). By clicking “accept” or equivalent to such Additional Terms, or otherwise using such Third Party Services, Customer agrees to be bound by such Additional Terms, which shall be incorporated into and form part of these Terms.

2.3 Provision of Services. Manifest has and will retain sole control over the operation, provision, management and maintenance of the Services, including the: (a) location(s) where any of the Services are performed; (b) selection, deployment, modification and replacement of the Services; and (iii) performance of Service maintenance, upgrades, corrections and repairs. Subject to and conditional on Customer’s payment of the fees outlined in these Terms and compliance and performance in accordance with all other terms and conditions of these Terms, Manifest hereby authorizes Customer to access and use during the term, the Services solely for its internal business purposes by and through Users in accordance with the Manuals and the conditions and limitations set forth in these Terms. This authorization is non-exclusive and non-transferable.

2.4 Compliance with Laws. In performing the Services, Manifest shall comply with all Applicable Laws which are: (a) generally applicable to Manifest; and (b) generally applicable to Manifest’s provisions of Services to Customer.

2.5 No Provision of Legal or Regulatory Advice. Customer acknowledges that any and all information provided through the Platform, the Manuals and the Services, including the Output, is for informational purposes only, and does not constitute legal or regulatory advice. Manifest does not provide legal or regulatory advice, and nothing should be used or interpreted as an opinion on the materiality of information or adequacy of disclosure from a legal, regulatory or compliance perspective. Customer acknowledges that for specific legal or regulatory advice, it should contact a lawyer. Customer must obtain more specific or professional advice before taking, or refraining from taking, any action on the basis of the Services, or its use thereof. 

2.6 Manifest Personnel, Subcontractors and Service Providers. Manifest will be responsible for the performance of its personnel, subcontractors and service providers and for their compliance with Manifest’s obligations under these Terms, except as otherwise specified in these Terms. For greater certainty, Third Party Service Providers are not subcontractors or service providers of Manifest. IN NO EVENT WILL MANIFEST HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO ANY THIRD PARTY SERVICES OR COMPANY’S USE THEREOF.

2.7 Changes to the Services. Subject to Manifest’s obligations under Section 10, Manifest may make changes to the Services from time to time, in its sole discretion and without notice to Customer, including to add or modify features or functionality.

2.8 Third Party Services. If Customer elects to use any Third Party Services, then Customer, including any Third Party Services provided under Section 2.1 of these Terms, grants Manifest permission to allow the Third Party Service Provider to access the Services as required for the interoperation of the Third Party Services with the Services. Manifest is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by the Third Party Service Provider. Any use by Customer of a Third Party Service, and any exchange of data between Customer and the Third Party Service Provider, is solely between Customer and the Third Party Service Provider. Manifest does not warrant or support Third Party Services or other non-Manifest products or services, whether or not they are designated by Manifest as “certified” or otherwise. Manifest does not guarantee the continued availability of any Third Party Services. If Manifest reasonably forms the view that a Third Party Service used with the Services by Customer is causing or will cause Manifest to violate Applicable Laws or third-party rights, then Manifest may notify Customer. Promptly after receipt of such notice by Customer, the parties will meet and negotiate in good faith to resolve the issue. If within ten (10) days after receipt of such notice by Customer (or such longer period as may be agreed between the parties, each acting reasonably) the parties do not agree on a solution or Customer does not instruct Manifest to disable the applicable Third Party Service, then Manifest may disable the applicable Third Party Service until the potential violation is resolved. 

3. BETA SERVICES, FREE TRIALS AND FREE SERVICES

3.1 Beta Services. From time to time, Manifest may make Beta Services available to Customer. Customer may choose to try such Beta Services or not in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under these Terms. However, all restrictions, Manifest reservations of rights, and Customer obligations concerning the Services, and use of any related Third Party Services, will apply equally to Customer’s use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire on the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. Manifest may discontinue any or all Beta Services at any time in its sole discretion and may never make them generally available.

3.2 Free Trials. If a Customer registers on the Web Portal for a free trial, or Manifest otherwise agrees to make Services available to a Customer on a free trial basis, Manifest will make the applicable Service(s) available until the earlier of: (a) the end of the designated free trial period; (b) the start date of any purchased Service corresponding to such free trial; and (c) termination by Manifest in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding. 

3.3 Free Services. Manifest may make certain free services available to Customer (“Free Services”). Use of Free Services is subject to the terms and conditions of these Terms. Free Services are provided to Customer without charge up to any limits described on the Web Portal or Manuals (as applicable). Usage over such limits requires Customer’s purchase of additional resources or services. Customer agrees that Manifest, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Manifest will not be liable to Customer or any third party for such termination, including any loss of Customer Data in connection therewith; provided, however, that if Manifest terminates Customer’s account, except as required by law. Manifest will provide Customer a reasonable opportunity to retrieve Customer Data. 

3.4 Disclaimers and Exclusions. ALL BETA SERVICES, FREE TRIALS AND FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND MANIFEST SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT THERETO UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE MANIFEST’S LIABILITY WITH RESPECT TO SUCH SERVICES SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). WITHOUT LIMITING THE FOREGOING, MANIFEST AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO COMPANY WITH RESPECT TO BETA SERVICES, FREE TRIALS OR FREE SERVICES THAT: (A) COMPANY’S USE OF SUCH SERVICES WILL MEET COMPANY’S REQUIREMENTS, (B) COMPANY’S USE OF SUCH SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE USE OF SUCH SERVICES WILL BE ACCURATE. IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION AND ANY OTHER PORTION OF THIS AGREEMENT, THIS SECTION 3 SHALL CONTROL.

4. USE OF SERVICES BY COMPANY

4.1 Term of Services. Services are purchased as subscriptions for the term stated on the Web Portal, Platform or Manuals (as applicable), and may be renewed or terminated in accordance with Section 13 to these Terms.

4.2 Service Limits. Customer’s access to the Services may be subject to service limits specified on the Web Portal, Platform or Manuals (as applicable), including with respect to the number and types of Users. Customer will not exceed such service limits, without Manifest’s prior written consent. 

4.3 Customer Responsibilities. In addition to any obligations relating to Customer Data as set out in Section 7.3(a), Customer shall: (a) be responsible for its Users’ compliance with these Terms and the Manuals, and any act or omission by its Users that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer; (b) subject to the service limits, invite and de-authorize any Users using the Web Portal; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Manuals, and notify Manifest promptly of any such unauthorized access or use; (d) use Services and Manuals only in accordance with these Terms, the Manuals, and Applicable Laws; (e) comply with terms of service of any Third Party Service Provider with which Customer uses the Services and be responsible for its Users’ compliance with such terms of service; and (f) grant access to Customer Data and Branding Elements to Manifest and its Affiliates and applicable contractors subject to and in accordance with these Terms.

4.4 Customer Restrictions. Customer shall not, or permit any User or third party for whom Customer is responsible, to, directly or indirectly: 

  • a) access or attempt to access any other Manifest systems, programs or data that are not made available for public use; 
  • b) rent, sell, lease, lend, redistribute or sublicense the Platform, the Services, Manuals, or permit any third party to benefit from the use or functionality of same via a rental, lease, timesharing, service bureau, or other arrangement; 
  • c) use the Platform on any compatible device that Customer does not own or control; 
  • d) copy, modify, or create Derivative Works of the Platform, the Services, the Output (except as expressly permitted pursuant to Section 5), and the Manuals; 
  • e) work around any technical limitations in the Platform, Services, or the Manuals, or use any tool to enable features or functionalities that are otherwise disabled in the Platform, or decompile, disassemble, or otherwise reverse engineer the Platform except as otherwise permitted by Applicable Laws or by licenses with respect to open source software included with the Platform;
  • f) perform or attempt to perform any actions that would interfere with the proper working of the Platform, the Manuals or the Services, prevent access to or the use of the Platform or Services by Manifest or other licensees or customers, or impose an unreasonable or disproportionately large load on Manifest’s infrastructure; 
  • g) input, upload, transmit or otherwise provide to or through the Services or the Platform any information or materials that are illegal, unlawful or injurious, or contain, transmit or activate any Malicious Code, or to send spam; 
  • h) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, the Platform or Manifest’s provision of services to any third party, in whole or in part; 
  • i) remove, delete, alter or obscure any trade-marks, documentation, warranties or disclaimers, or any copyright, trade-mark, patent or other intellectual property rights or proprietary rights notices from any Services, the Manuals or the Platform, including any copy thereof; 
  • j) access or use the Services, the Platform or Manuals in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party or that violates any law; 
  • k) permit direct or indirect access to or use of any Services, Third Party Services or Manuals in a way that circumvents any contractual service limit; 
  • l) access or use the Services, the Platform or Manuals for purposes of competitive analysis of the Services, the Platform or Manuals, the development, provision or use of a competing software service or product or any other purpose that is to the Manifest’s detriment or commercial disadvantage; 
  • m) access or use the Services, the Platform or Manuals in, or in association with, the design, construction, maintenance or operation of any hazardous environments, systems, applications or products, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or 
  • n) otherwise use the Platform, the Services or the Manuals except as expressly allowed under these Terms.

4.5 User Access to the Platform. To access the Platform, each User will be required to setup and enter a unique password. Each password must be personal and unique to the applicable User and may not be used by any other user. Each User shall be responsible for maintaining the secrecy of their password and shall not share the password with any other user. Customer shall be liable for acts and omissions arising from the use of such password, and Manifest shall be entitled to rely on any use of the password being authorized by and binding on the Customer. Customer shall immediately contact Manifest upon becoming aware of any unauthorized use of a password by anyone other than the applicable User.

5. USE OF OUTPUT BY COMPANY

5.1 Use of Output. Subject to Sections 5.2 and 5.3, Customer may use the Services, including the Output, solely for the business purposes of the Customer. For these purposes:

  • a) Customer may use Manifest Output in relation to, and for incorporation into, internal studies, business reports, strategy documents and external communications (including marketing documents, regulatory and financial filings) of Customer, provided that Customer attributes any use of Manifest Output in accordance with Section 5.2;
  • b) Customer may not use the Services, including any Output, in relation to, or for the direct benefit of, any organization other than Customer. In particular:
    • i) Customer shall not resell or distribute Output as part of services provided by Customer to any third parties; and
    • ii) If Customer is a professional adviser, agent of or consultant, such Customer shall not use the Services for any clients; and
    • iii) Customer expressly acknowledges and agrees that: (A) its use of Third Party Documents outside the scope of the Service, including downloading and/or printing Third Party Documents for business use, may require the consent of the owner of the copyright in question; and (B) Customer is solely responsible for any such use and for ensuring that Customer has obtained any relevant consents or licences from the relevant third party.

5.2 Customer agrees that if it incorporate Manifest Output (including extracts of Manifest Output) into any documentation, presentation, report or materials of the Customer, it shall clearly attribute Manifest as the source of that Output by using the wording “source: Manifest Climate”.

5.3 Without limiting the generality of any other restriction set forth in these Terms, Customer shall not, and shall not permit any User or third party to, distribute (including framing or mirroring) or otherwise use any Output that is presented on the Web Portal or Platform for any purpose other than its own internal business purposes. In the event of any conflict or inconsistency between this Section 5.3 and any other provision of these Terms, this Section 5.3 shall control.

6. FEES AND PAYMENT

6.1 Fees. Customer will pay all fees and expenses relating to the Services provided, as applicable from time to time. Payment obligations are non-cancellable and fees paid are non-refundable, and quantities purchased cannot be decreased during the period for which Services are made available by Manifest. Customer represents and warrants to Manifest that all information provided by Customer to Manifest that is used by Manifest to calculate the fees is and shall be accurate, true and complete, in all material respects.

6.2 Invoicing and Payment. Unless otherwise stated on the Web Portal, Platform or Manuals from time to time: (a) fixed fees will be invoiced in advance and variable fees and expenses in arrears; (b) fees and expenses are due net thirty (30) days from the invoice date; and (c) fees and expenses are payable by electronic funds transfer. Customer is responsible for providing complete and accurate billing and contact information to Manifest and notifying Manifest of any changes to such information. If Customer does not notify Manifest in writing of any issue that Customer may have with an invoice within sixty (60) days of the invoice date, then Customer is deemed to have accepted the invoice and Customer waives any right to dispute the amount of the invoice.

6.3 Overdue Charges. If any invoiced amount is not received by Manifest by the due date, then, without limiting Manifest’s rights or remedies, the invoiced amounts will accrue late interest at the rate of 1.5% of the outstanding balance per month (equivalent to 19.56% per annum), or the maximum rate permitted by Applicable Laws, whichever is lower.

6.4 Taxes. Manifest’s fees and expenses do not include any sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Customer hereunder, whether currently assessed or which may be assessed in the future (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under these Terms. If Manifest has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Manifest will invoice Customer and Customer will pay that amount unless Customer provides Manifest with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Manifest is solely responsible for taxes assessable against it based on its income, property and employees. All payments by Customer under these Terms will be without deduction or withholding for Taxes unless Customer is compelled by Applicable Laws to deduct or withhold Taxes, in which event Customer will pay to Manifest such additional amounts necessary to enable Manifest to receive, after all deductions and withholdings for such Taxes, a net amount equal to the full amount which would otherwise have been payable under these Terms if no such deduction or withholding was required.

7. SECURITY AND DATA PROTECTION

7.1 Manifest Security. Manifest will implement and maintain appropriate technical, logistical and organizational measures, as determined by Manifest in its sole discretion, designed to protect the security of User data, and non-public Customer Data, including measures designed to protect such data from unauthorized access, use, modification, deletion, loss or disclosure.

7.2 Security Incidents. 

  • a) Manifest shall report to Customer any Security Incident involving Customer Data promptly following determination by Manifest that a Security Incident has occurred, and in any event within 24 hours following such determination. Customer acknowledges that the Services are provided from the data centers of the Data Center Service Provider, and that Manifest relies and depends on the Data Center Service Provider providing notice to Manifest of Security Incidents relating to those data centers.
  • b) Customer shall report to Manifest any Security Incident (not previously reported by Manifest to Customer) promptly following determination by Customer that a Security Incident has occurred. The initial report will be made to the Manifest security contacts designated by Manifest from time to time.
  • c) Manifest shall investigate the Security Incident. Each Party shall: (a) provide the other party with detailed information about the Security Incident to the extent reasonably possible and to the extent known; (b) take reasonable steps within its systems to mitigate the effects of the Security Incident; (c) shall use commercially reasonable efforts to provide to the other party the information required by such other party to fulfil any obligations under Applicable Laws to notify third parties, regulators and data subjects of the Security Incident. Customer acknowledges that the Services are provided from a multi-tenant cloud environment used by many Manifest customers, and that Manifest may be obligated to provide notice of the Security Incident to other Manifest customers, Users, and other third parties. To the extent applicable, Customer shall: (i) keep all records, reports and evidence of the Security Incident as required under Applicable Laws; (ii) provide cooperation and assistance to Manifest, and promptly take such actions as may be necessary or reasonably requested by Manifest to minimize the extents of any impacts of such Security Incident; (iii) work with Manifest in all reasonable respects on the wording of any required notifications and communications, and take such measures as necessary to minimize the likelihood of future disclosures, losses or breaches.

7.3 Customer Data and Personal Data. 

  • a) Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data and Branding Elements and of the means by which Customer acquires Customer Data and Branding Elements. Customer represents and warrants to Manifest that: (i) Customer has all rights, consents, permissions and legal authority as may be necessary to provide the Customer Data, including any Personal Data incorporated therein, and Branding Elements to Manifest and to authorize Manifest to process the Customer Data and Branding Elements to provide the Services; and (ii) the Customer Data does not infringe, misappropriate or violate Applicable Laws or the rights or interests of any third party, including any intellectual property rights or rights available to identifiable persons under applicable privacy or data protection laws.
  • b) Manifest will only use Customer Data as provided for under these Terms, except with the prior written consent of Customer or as otherwise expressly permitted under these Terms. Manifest will not disclose Customer Data outside of Manifest or its Affiliates, except: (i) as Customer directs or as required to provide the Services; (ii) to Third Party Service Providers and their providers as described in Section 2.10; (iii) to Manifest subcontractors and service providers to the extent reasonably necessary for the provision of the Services; (iv) as otherwise described in these Terms or the Manuals; or (v) as required by Applicable Laws.

8. PROPRIETARY RIGHTS AND LICENSES

8.1 Reservation of Manifest Rights. Notwithstanding anything to the contrary contained in these Terms, Manifest and its licensors have and will retain all right, title and interest in and to the Platform, the Services, the Manuals, and the software and systems used to provide the Platform and the Services (including all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications, improvements, developments, enhancements and Derivative Works of any of them. Customer expressly acknowledges and agrees that each Third Party Service Provider and its licensors (if any) have and will retain all right, title and interest in and to its Third Party Services, manuals, documentation, materials and the software and systems used to provide the Third Party Services (including all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. Customer acknowledges that it is obtaining only a limited right to use the Services, the Platform, Third Party Services and the Manuals. No rights are granted to Customer under these Terms other than as expressly set forth in these Terms.

8.2 License by Manifest for Manuals. Manifest grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free license to use the Manuals solely for Customer’s internal business purposes associated with its use of the Services, and solely for the applicable subscription term. Customer will reproduce Manifest's copyright notice on all copies of the Manuals. On the expiry of the applicable subscription term, Customer will destroy or delete all copies of the Manuals then in its possession or control.

8.3 License by Manifest for Manifest Output. Upon Customer’s payment of fees and expenses payable hereunder, Manifest grants to Customer a limited, non-exclusive, non-transferable license to copy, maintain, use and run (as applicable) Manifest Output, solely for the permitted purposes set forth in Section 5.

8.4 License by Customer for Branding Elements and Customer Data. As between Customer and Manifest, Customer and its licensors own all right, title and interest in and to all Branding Elements and Customer Data. Customer grants Manifest, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Branding Elements and Customer Data as necessary for Manifest to: (a) perform, deliver, support, test, and improve the Services, and to otherwise provide the Services in accordance with these Terms; and (b) to create, develop, modify, update, and train the artificial intelligence, neural network and machine learning models, weighting systems, algorithms, decision trees, methods, methodologies, techniques, processes and procedures used by Manifest in the provision of the Services (the “Models”), provided that the Models, or use thereof by a third party, shall not identify Customer or include any Customer Data or Customer Confidential Information in identifiable form. Notwithstanding any other provision of these Terms, Customer also grants to Manifest, its Affiliates and applicable contractors a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to collect and use Customer Data and other information relating to the provision, use and performance of the Services, in aggregate or other de-identified or anonymized forms (the "Anonymized Data"), and to analyze and use such Anonymized Data to develop, improve, promote and enhance the Services and for other Manifest offerings. For greater certainty, the aggregated, de-identified or anonymized data derived from Customer Data and other information shall in no way identify Customer or include any Customer Confidential Information.

8.5 Improvements. Any and all Derivative Works, inventions, enhancements, changes, modifications, upgrades and improvements (collectively, the “Improvements”) which Customer may conceive, suggest or make while receiving access to the Platform, the Services or the Manuals shall be the sole and exclusive property of Manifest. Customer hereby assigns and agrees to assign to Manifest all right, title and interest in and to the Improvements, including but not limited all intellectual property rights therein or thereto. Without limiting the foregoing, Customer grants to Manifest, its Affiliates and applicable contractors a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users, without restriction and without obligation to Customer or any User.

9. CONFIDENTIALITY

9.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Manifest includes the Platform, the Services and the Manuals. However, Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed by the Receiving Party to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to or use of the Confidential Information of the Disclosing Party.

9.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than a reasonable degree of care) and shall: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those in these Terms. Customer shall not disclose Manifest’s Confidential Information to any person who would reasonably be understood to be a competitor of Manifest or the personnel of any such person without the prior written consent of Manifest (which consent may be conditioned on such party entering into a non-disclosure agreement directly with Manifest). Manifest may disclose relevant aspects of Customer’s Confidential Information to Third Party Service Providers, to the extent that such disclosure is reasonably necessary for the provision of Third Party Services.

9.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by Applicable Laws to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by Applicable Laws to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, then the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to that Confidential Information.

9.4 Privacy. Manifest’s current privacy statement is available at https://www.manifestclimate.com/privacy-policy/ (the "Privacy Policy") and, by accepting these Terms, Customer accepts and agrees to such Privacy Policy. Manifest may revise its Privacy Policy from time to time without notice by posting a new version at https://www.manifestclimate.com/privacy-policy/. By continuing to use the Services, Customer accepts the practices described in this updated Privacy Policy. If Customer fails to accept the practices described in this Privacy Policy, as it may be revised from time to time by Manifest in accordance with this Section, Manifest may terminate these Terms for any Services on notice to Customer, in which case Manifest will refund to Customer any pre-paid fees in respect of the Services that are being terminated. If Customer fails to comply with the practices described in the Privacy Policy, as it may be revised from time to time by Manifest in accordance with this Section, Manifest may terminate the Services.

9.5 Return of Confidential Information. Except as otherwise expressly provided below, on the request of the Disclosing Party, the Receiving Party will: (a) return or destroy all tangible forms of Confidential Information of the Disclosing Party in its possession or control; (b) use all commercially reasonable efforts to erase or destroy all electronic copies of such Confidential Information; and (c) certify to the Disclosing Party that such materials have been either returned, erased or destroyed, in each case except as to signed original copies of any contractual documents or other materials customarily held by the Receiving Party as legal archival material. Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information of the Disclosing Party for archival, audit, legal and/or regulatory purposes.

10. DISCLAIMERS

10.1 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, MANIFEST MAKES NO WARRANTY OR CONDITION OR OTHER TERM OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MANIFEST SPECIFICALLY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS OR OTHER TERMS, INCLUDING ANY STATUTORY OR IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THIRD PARTY SERVICES AND BETA SERVICES ARE PROVIDED “AS IS,” AND “AS AVAILABLE”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. MANIFEST DOES NOT WARRANT THAT THE PLATFORM, MANUALS, OUTPUTS OR THE SERVICES WILL: (A) BE SECURE, ACCURATE, COMPLETE, FREE OF MALICIOUS OR HARMFUL CODE, OR OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR DELAY; (B) MEET ANY OF COMPANY’S OR ANY OTHER PERSON'S REQUIREMENTS; (C) ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES NOT PROVIDED OR AUTHORIZED BY MANIFEST; OR (D) SATISFY ALL APPLICABLE LAWS OR REGULATORY REQUIREMENTS THAT ARE APPLICABLE TO COMPANY. MANIFEST DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY DATA CENTER SERVICE PROVIDER OR THIRD PARTY SERVICE PROVIDER. 

10.2 Future Functionality. Customer agrees that Customer’s purchases of the Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Manifest regarding future functionality or features.

11. INDEMNITY

11.1 Indemnification by Customer. Customer will defend Manifest and its Affiliates, subcontractors, service providers, licensors and Third Party Service providers, and its and their directors, officers, employees and agents (collectively, the "Manifest Team") in connection with: (a) any claim, demand, suit or proceeding made or brought against Manifest by a third party alleging that any Branding Elements, Customer Data, or any Customer communication with Users or any third party infringes or misappropriates such third party’s intellectual property rights or other rights, or arising from Customer’s use of the Services, Third Party Services, the Manuals or Applicable Laws; and (b) any Losses suffered by Manifest as a result of any breach of Section 4.4 or unauthorized modification of the Platform or Services by Customer or any Person for whom Customer is responsible (each a “Claim Against Manifest”), and will indemnify Manifest from any damages, legal fees and costs finally awarded against Manifest as a result of, or for any amounts paid by Manifest under a settlement approved by Customer in writing of, a Claim Against Manifest, provided Manifest: (a) promptly gives Customer written notice of the Claim Against Manifest; (b) gives Customer sole control of the defence and settlement of the Claim Against Manifest (except that Customer may not settle any Claim Against Manifest unless the settlement unconditionally releases Manifest of all liability); and (c) gives Customer all reasonable assistance, at Customer’s expense.

12. LIMITATION OF LIABILITY

12.1 IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF MANIFEST (AND MANIFEST’S AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO CUSTOMER RELATED TO THE PLATFORM, WEB PORTAL, THE MANUALS, THE SERVICES OR THE OUTPUT, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) THE VALUE PAID BY CUSTOMER FOR SERVICES RELATING TO SUCH LOSSES.

12.2 IN NO EVENT WILL MANIFEST (OR MANIFEST’S AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

12.3 IN SOME CIRCUMSTANCES, APPLICABLE LAWS MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES, OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES. SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

13. TERM, TERMINATION AND SUSPENSION

13.1 Term of Agreement. These Terms commence as specified on the first page hereof, and shall continue until all subscriptions under these Terms have expired or have been terminated.

13.2 Term of Subscriptions. Each subscription shall continue for the period set forth on the Web Portal, Platform or Manuals (as applicable).

13.3 Effect of Termination. Immediately after the effective date of expiration or termination of these Terms: 

  • a) Customer shall discontinue, and shall cause all Users to discontinue, all use of the Platform, Manuals and the Services. Within ten (10) days of expiration or termination of these Terms, each party shall, in accordance with Section 9.5, return or destroy all Confidential Information of the other party, except that the obligation to return information shall not include that which must be retained for legal or archival purposes, or which is retained on a party’s network; 
  • b) Customer shall pay all amounts due or accruing due as of the effective date of expiration or termination; and
  • c) all terminable rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate. 

13.4 Surviving Provisions. The following sections, and any sections of these Terms that by their nature are intended to survive the termination or expiry of these Terms shall survive any termination or expiration of these Terms: Sections 1, 2.5, 2.6, 4.3, 4.4, 5, 6, 7, 8, 9, 10, 11, 12, 13.2, 13.3, 14 and this Section 13.4. 

13.5 Suspension. Manifest may suspend use of some or all of the Services and/or Customer’s or any User’s access to the Platform if Manifest believes the suspension is reasonably needed to prevent unauthorized access to the Platform, or for other security reasons, or to otherwise protect Manifest’s systems or other customers. In such circumstances, Manifest will give as much notice as reasonably possible before Manifest suspends its provision of the Services and/or Customer’s access to the Platform, except where Manifest reasonably believes that Manifest needs to suspend immediately. Manifest may also suspend use of some or all of the Services on 30 days’ written notice to Customer if: (a) Customer does not pay any amounts that are due under these Terms within 30 days of their due date; or (b) Customer or a User is in material breach of these Terms and such breach remains uncured at the expiration of such 30 day notice period. A suspension will remain in effect only for so long as the condition or need exists. Manifest shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is cured. Manifest will have no liability for any Losses (including loss of data, loss of profits, or loss of goodwill), or any other consequences that Customer or a User may incur as a result of a suspension of the Services in accordance with this Section 13.5.

14. GENERAL PROVISIONS

14.1 Export Compliance. The Platform, the Services, other Manifest technology, and derivatives of them may be subject to export laws and regulations of Canada, the United States, and other jurisdictions. Manifest and Customer each represents that it is not named on any Canadian or U.S. government denied-party list. Customer will not permit any User or third party to access or use any Services in a country named on Canada's Area Control List under Canada's Export and Import Permits Act, in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea), or provide the Services to any User or other person or entity that is, prohibited from receiving Canadian or U.S. exports, or otherwise use the Services in violation of any Canadian or U.S. export law or regulation.

14.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.

14.3 Entire Agreement. Unless you have entered into an existing agreement with Manifest for the provision of other services offered by Manifest, these Terms, together with any additional service terms presented on the Platform or the Web Portal represent the entire agreement between you and Manifest with respect to use of the Platform, Web Portal, and the Services, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and Manifest with respect to any of the foregoing.

14.4 Amendments. The “version” and corresponding date indicated on the first page of Terms indicates when these Terms were last amended. Manifest may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Web Portal or Platform. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version and corresponding date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Platform, Web Portal, the Manuals and the Services within the 30-day notice period. There will be no cost or penalty for doing so. If you continue to access or use the Platform, Web Portal, the Manuals, Output or the Services after the 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

14.5 Force Majeure Events. Neither party will be liable for damages caused by delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by a Force Majeure Event; provided that the affected party: (a) provides the other party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of material developments; and (d) provides prompt notice of the end of such Force Majeure Event. This provision will not excuse a failure to make a payment when due. 

14.6 Relationship of the parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.7 Third-Party Beneficiaries. The Manifest Team are third party beneficiaries of Section 11 and Section 12. There are no other third-party beneficiaries under these Terms.

14.8 Publicity. Each party will obtain the other party’s prior written consent before making any public communication related to these Terms or the Services. Notwithstanding the above, Manifest may: (a) list Customer as a customer of Manifest on the Manifest website and on other Manifest sales and promotional materials; and (b) for such purpose make reasonable use of Customer’s logos and trademarks.

14.9 Notices. Any notice, consent or approval required or permitted to be given in connection with these Terms (each, a “Notice”) shall be in writing and will be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by electronic means, provided that proof of electronic receipt is obtained, to: (a) in the case of a User, to the email address associated with such User’s login ID; and (b) in the case of Manifest, to hello@manifestclimate.com. Any Notice delivered or transmitted to a party as provided above will be deemed to have been given and received on the day it is delivered or transmitted. A party may, from time to time, change its address by giving Notice to the other party in accordance with this Section 14.10.

14.10 Waivers. A waiver of any term or breach of these Terms is effective only if it is in writing and signed by or on behalf of the waiving party. No omission, delay or failure to exercise any right or power, or any waiver by either party of any breach or default, whether express or implied, or any failure to insist on strict compliance with any provision of these Terms, will constitute a waiver of any other provision. Any waiver of any provision of these Terms will not constitute a continuing waiver unless otherwise expressly provided.

14.11 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to Applicable Laws, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

14.12 Assignment. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the other party’s prior written consent (such consent not to be unreasonably withheld). Notwithstanding this restriction, either party may assign these Terms in its entirety without the consent of the other party to any Affiliate or to a purchaser of all or substantially all of the assets of such party, provided that the assignee has the same creditworthiness as the assignor. The assigning party will obtain from the permitted assignee and deliver to the other party an undertaking in writing in favour of the other party (in form and content acceptable to the other party, acting reasonably) to be bound by and to perform all of the obligations of the assigning party under these Terms. The assigning party and the permitted assignee will be jointly and severally liable to the other party for all of the assigning party’s obligations under these Terms. Any assignment in contravention of the above will be null and void.

14.13 Interpretation. All amounts payable under these Terms are in Canadian dollars, unless otherwise specified on the Web Portal, Platform or Manuals. The term “including” and similar terms will mean “including without limitation”. Except where otherwise expressly provided in these Terms, remedies provided for in these Terms shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. The parties agree that these Terms and all dealings in connection with these Terms will be in English, and all Services will be provided in English, unless otherwise agreed by the parties.

14.14 Dispute Resolution. 

  • a) If any dispute or disagreement of any kind arises at any time with respect to these Terms, its interpretation or application, its performance by the parties, or in respect of any defined legal relationship associated with or derived from these Terms or its performance (a “Dispute”), the parties agree that good faith negotiations shall take place between the parties with the objective of resolving the Dispute. If such good faith negotiations have not resolved the Dispute within a period of 14 days, the dispute or disagreement shall be referred to the Chief Executive Officers of the parties or their designates who will attempt in good faith to resolve such dispute or disagreement.
  • b) If within the next following period of fourteen (14) days, the Dispute has not been resolved to the satisfaction of the parties, the Dispute shall be referred to binding arbitration pursuant to the International Court of Commerce Rules of Arbitration (“ICC Arbitration Rules"). Within thirty (30) days of the giving of such notice of arbitration, the parties will jointly select a single English-speaking arbitrator who will be independent of the parties and acceptable to the parties. If a single arbitrator has not been selected during such 30-day period, then, unless the parties agree otherwise, the Dispute will be resolved by a single arbitrator appointed pursuant to ICC Arbitration Rules. The fees and expenses of the arbitrator will be borne equally between the parties. The arbitrator may order interest on any award and the arbitrator may award costs to either party. In the absence of any such award of costs, each of the parties will bear its own costs of the arbitration. The arbitration will take place in Toronto, Ontario or the alternative location set out in the Commercial Terms, unless the parties agree otherwise. 
  • c) The parties agree that negotiations and arbitration will all be without recourse to the courts and that the award of the arbitrator will be final and binding.
  • d) Subject to any express rights of suspension or termination provided in these Terms, the parties will continue to perform their obligations under these Terms pending resolution of any Dispute.

14.15 Governing Law. These Terms, and any disputes arising out of or related to these Terms, will be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Subject to “Dispute Resolution”, the provincial and federal courts located in Toronto, Ontario will have exclusive jurisdiction over any disputes arising out of or related to these Terms, and each party consents to the exclusive jurisdiction of those courts.