Terms of Service

Last updated: August 20, 2026

Effective date: August 20, 2026

These Terms of Service ("Terms") are a binding agreement between ManifestEd, Inc., which operates The Dog Gurus and other Manifest brands ("Manifest," "we," "us," or "our"), and each person or business that accepts these Terms as Section 1 describes ("you" or "your"). A business or sole proprietor identified in an account, checkout, or Order is a "Customer." If no business is identified for a paid, account-based, or other nonpublic Service, "Customer" means the person who uses that Service for business purposes. These Terms govern access to our websites, applications, business coaching, training, analytics, artificial intelligence, research, and related services (the "Services").

A publicly available Manifest website, including TheDogGurus.com, is a "Public Website." A person who only visits or uses a Public Website without accessing an account-based Service is a "Website Visitor."

These Terms contain a binding arbitration agreement and class-action waiver in Section 20. Unless you timely opt out, you and Manifest agree to resolve most disputes through individual arbitration and waive trial by jury.

1. Accepting these Terms

You accept these Terms when you click to accept them, create or use an account, sign an Order that refers to them, or access the Services after receiving clear notice that your action constitutes acceptance. If you accept or use an account-based or paid Service for a company or other organization, you represent that you have authority to bind it.

Each Authorized User also accepts Sections 1 through 5, 10, 12 through 16, 18, the liability limits in Section 19, and Sections 20 through 23 in an individual capacity, to the extent they govern that user's access or conduct. References to Customer in those provisions include an Authorized User only for that purpose. An Authorized User does not assume Customer's payment, data-control, or indemnification duties unless that person is also the Customer. Customer remains responsible for each Authorized User's compliance.

You must be at least 18 and able to enter into a binding contract. The Services are offered only for lawful business and professional use, not personal, family, or household use.

All account-based and other nonpublic Services, including paid, coaching, training, AI, and research Services, are available only to businesses established in the United States and Authorized Users located in the United States. Customer must not offer or access those Services from another country. Customer must not intentionally submit personal information about people outside the United States unless Manifest approves that country in writing. This restriction includes the European Economic Area, United Kingdom, and Switzerland. Manifest may approve another country in a signed Order or other written agreement.

Our Public Websites are directed to businesses in the United States. An incidental visit from another country does not violate these Terms or mean that Manifest offers account-based or paid Services there.

An "Order" is an order form, statement of work, checkout page, or other purchase document that refers to these Terms. These Terms, each applicable Order, and any incorporated addenda form the "Agreement." If the documents conflict, a separately signed master services agreement that expressly changes these Terms controls first. A data processing addendum then controls for its subject matter, an Order controls for its specific commercial terms, and these Terms control last.

"Customer Data" means information, files, communications, recordings, prompts, business metrics, and other content submitted to the Services by or for Customer. It does not include account, contact, billing, or technical and service-use data described in Section 11 that Manifest handles for its own purposes under the Privacy Policy.

An "AI Feature" is a Service feature that uses machine learning or generative artificial intelligence. "AI Output" means content returned by an AI Feature in response to Customer input.

Public Website Visitors

Manifest grants each Website Visitor a limited, revocable, nonexclusive, nontransferable right to view and use Public Website content for lawful business and informational purposes. This right does not transfer any ownership or other rights. Manifest may restrict or revoke access for conduct that violates these Terms.

Sections 1, 5, 14, 16, 18, and 20 through 23 apply to Website Visitors as relevant. The excluded-damages and liability-cap provisions in Section 19 also apply. In those provisions, references to Customer include a Website Visitor only for use of a Public Website. The Customer-indemnification provisions in Section 19 do not apply to a Website Visitor unless that person becomes a Customer or Authorized User.

Sections concerning accounts, Orders, subscriptions, Customer Data, and paid Services apply only if a Website Visitor creates or uses an account, purchases a Service, or otherwise becomes a Customer or Authorized User. Public Website content, including articles, guides, research summaries, and benchmark examples, is general information. It is not professional advice or a promise of any business result. Our Privacy Policy governs our collection and use of personal information through a Public Website.

2. Accounts and Authorized Users

An "Authorized User" is an employee, contractor, coach, adviser, or other person whom Customer allows to use its account. Customer is responsible for:

  • the acts and omissions of its Authorized Users;
  • keeping account information accurate and credentials confidential;
  • assigning appropriate roles and permissions;
  • promptly removing access that is no longer authorized; and
  • notifying Manifest promptly at support@thedoggurus.com of suspected unauthorized access.

Accounts and credentials may not be shared by multiple people unless the subscription expressly permits it. Customer must not give an Authorized User more access than Customer has the right to provide.

The account owner and designated administrators control the account. They may manage users, permissions, content, integrations, billing, and other settings and may access information about Authorized Users' activity. Manifest may rely on their instructions. Customer must resolve ownership, employment, and internal access disputes directly; Manifest may suspend disputed access while the parties resolve them.

3. The Services

Subject to the Agreement and payment of applicable fees, Manifest grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right during the subscription term to allow its Authorized Users to access and use the Services for Customer's internal business purposes.

Manifest may improve or change the Services over time. We will not materially reduce the core functionality of a paid Service during a committed subscription term without providing a reasonable replacement or, if none is reasonably available, a prorated refund of prepaid fees for the affected unused period. We may impose reasonable technical limits needed for security, reliability, legal compliance, or reasonable allocation of service capacity.

The Services may include optional previews, pilots, or beta features. Beta features may be incomplete, change without notice, and be discontinued at any time. Unless an Order says otherwise, beta features are provided without a service-level commitment or warranty and must not be used for critical operations.

Support, onboarding, coaching, implementation, and service levels are provided only as described in the applicable plan or Order.

4. Customer responsibilities

Customer is responsible for its business, its decisions, and its use of the Services. Customer represents and warrants that:

  • it has all rights, notices, consents, and lawful bases needed for Manifest to receive, use, host, process, and disclose Customer Data as the Agreement describes;
  • its instructions and use of the Services comply with applicable law, contracts, platform rules, and professional obligations;
  • it will give required privacy notices to its employees, contractors, clients, and other people whose information it submits;
  • it will obtain all-party consent where required before recording, transcribing, or analyzing a call, meeting, or conversation;
  • it will review permissions and results before enabling an integration or acting on imported or exported information; and
  • information it submits is not knowingly false, deceptive, unlawful, or infringing.

Customer is responsible for determining whether the Services are suitable for its intended use. Manifest does not act as Customer's lawyer, accountant, fiduciary, employment adviser, healthcare provider, or other licensed professional.

5. Acceptable use

Customer, Authorized Users, and Website Visitors must not, directly or indirectly:

  • violate law, another person's rights, or a contract that binds them;
  • upload malware or material that is unlawful, infringing, deceptive, defamatory, threatening, exploitative, or abusive;
  • interfere with the Services, bypass access controls or rate limits, test vulnerabilities without written permission, or access another customer's account or data;
  • copy, frame, mirror, resell, rent, distribute, or provide the Services as a service bureau unless an Order permits it;
  • reverse engineer, decompile, or try to discover source code, models, prompts, algorithms, or nonpublic data, except where law does not allow that restriction;
  • scrape the Services, use automated means to extract data beyond documented features, or use the Services or AI Output to build or train a competing product or model;
  • send spam, unlawful marketing, or communications that violate consent, opt-out, or telemarketing rules;
  • submit Social Security numbers, government identification numbers, biometric templates, precise geolocation, protected health information, consumer health data, children's data, or other highly sensitive information unless Manifest has expressly agreed in writing to support it;
  • use the Services or AI Output to make a decision about a person's eligibility for credit, insurance, employment, housing, education, healthcare, government benefits, or another legally significant opportunity, or as a consumer report under the Fair Credit Reporting Act;
  • obtain or exchange current, nonpublic, competitively sensitive information; coordinate with competitors; allocate customers or markets; or agree on prices, wages, output, bids, or other terms of competition;
  • use research or benchmark results to identify or reidentify a Customer, individual, or source that is not identified in those results; or
  • use the Services for surveillance, discrimination, illegal profiling, or any activity likely to cause material harm.

Manifest may investigate suspected violations and remove or restrict access to prohibited material. We may cooperate with lawful investigations and preserve information as required by law. Our failure to enforce a restriction in one instance is not a waiver.

6. Orders, subscriptions, and renewal

An Order or checkout page states the plan, subscription period, fees, usage limits, and other commercial terms. If no subscription period is stated, the subscription is month-to-month.

Paid subscriptions renew automatically for successive periods equal to the expiring period unless either party cancels before the renewal date. Before purchase, we disclose the recurring amount and frequency and how to cancel. By starting a paid subscription, Customer authorizes Manifest and its payment provider to charge the selected payment method at each renewal, plus applicable taxes and usage charges.

Customer may cancel through the available account settings or by contacting support@thedoggurus.com. Cancellation takes effect at the end of the current paid period unless the checkout terms or applicable law say otherwise. Deleting an application or stopping use does not cancel a subscription.

Trials and promotional periods are governed by their offer terms. A trial converts to a paid subscription only if that was disclosed when Customer enrolled and Customer supplied a valid payment authorization. We will provide any renewal or trial notice required by applicable law.

We may change renewal pricing by giving at least 30 days' notice before the affected renewal. If Customer does not agree, its remedy is to cancel before that renewal.

7. Fees, taxes, and payment

Fees are due as stated at checkout or in an Order. Except where the Agreement or law expressly provides otherwise, fees are noncancelable and nonrefundable, and a committed subscription is payable for its full term. Usage or add-on charges may be billed in arrears.

Customer must maintain complete billing information and an authorized payment method. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Customer will reimburse reasonable collection costs. Manifest may suspend paid features after reasonable notice of nonpayment.

Fees exclude sales, use, value-added, withholding, and similar taxes. Customer is responsible for those taxes, except taxes based on Manifest's net income. If law requires Customer to withhold tax, Customer will increase the payment so Manifest receives the amount it would have received without the withholding, unless an Order states otherwise.

Payment processing is provided by Stripe or another identified provider. Its terms govern the payment information it processes directly.

8. Customer Data

Customer retains its rights in Customer Data. As between the parties, Customer Data is Customer's Confidential Information.

Customer grants Manifest and its subprocessors a worldwide, nonexclusive license to host, copy, transmit, display, modify, and otherwise process Customer Data only as needed to:

  • provide, secure, support, and maintain the Services under the Agreement;
  • follow Customer's configuration and documented instructions;
  • prevent or address fraud, abuse, security, or technical problems; and
  • comply with law and enforce the Agreement.

This license lasts while Customer Data remains in the Services, subject to ordinary backup cycles, legal retention duties, and the deidentified-data rights in Section 11. Customer represents that it has authority to grant this license.

Customer is responsible for maintaining source copies of important Customer Data and for exporting data it needs before the subscription ends. Manifest may provide export tools or reasonable assistance according to the applicable plan. The Services are not a records-retention or backup service unless an Order expressly says otherwise.

9. Privacy and data processing

Our Privacy Policy explains how Manifest handles personal information when it decides the purposes and means of processing.

When Manifest processes personal information in Customer Data only to provide the Services on Customer's documented instructions, Customer is the business or controller and Manifest is its service provider or processor. This Section 9 applies automatically to that personal information ("Customer Personal Data").

The subject matter is the personal information in Customer Data. The nature and purpose are the operations needed to provide, secure, and support the Services Customer selects. Processing lasts for the subscription term, the 30-day return or deletion request window after termination, and any protected backup or legal-retention period. The types of information and people involved are determined by Customer's use and are described in the Agreement and Privacy Policy. Customer's rights and duties are stated throughout the Agreement.

For that processing, Manifest will:

  • process the information only to provide the Services, follow Customer's documented instructions, secure the Services, or comply with law;
  • not sell or share the information, as those terms are defined by applicable U.S. state privacy law;
  • not retain, use, or disclose the information outside the direct business relationship with Customer or for a purpose other than the business purposes in the Agreement, except as law permits;
  • not combine it with personal information received from another person or collected through Manifest's independent interactions, except as permitted by applicable law;
  • require personnel and subprocessors that handle it to protect its confidentiality;
  • provide reasonable assistance with privacy-rights requests, security obligations, breach notifications, and legally required data-protection assessments, taking into account the nature of the processing and information available to Manifest;
  • notify Customer without undue delay after becoming aware of a breach of security that causes accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data;
  • at Customer's documented request submitted before or within 30 days after the Services end, delete or return that personal information in a then-current standard format, unless law requires retention, with remaining backup copies protected and deleted through ordinary cycles;
  • notify Customer if Manifest determines it can no longer meet an applicable obligation and reasonably cooperate with Customer's lawful steps to stop and remediate unauthorized use; and
  • provide reasonable information needed for Customer to assess Manifest's compliance, including relevant third-party reports or questionnaires where available, subject to confidentiality, security, and proportionality limits.

Manifest certifies that it understands the restrictions in this section and will comply with them. Customer may take reasonable and appropriate steps to verify that processing is consistent with the Agreement and to stop and remediate unauthorized use. The parties will first use current independent audit reports, certifications, and written responses. Any additional review must be legally required or based on reasonable evidence of noncompliance, avoid unreasonable disruption, protect other customers, and be at Customer's expense unless it identifies a material breach by Manifest.

Customer authorizes Manifest to use subprocessors to provide the Services. Manifest remains responsible for their performance to the extent required by the Agreement. Manifest will require each subprocessor to provide the same level of privacy protection and accept the same applicable data-protection duties that this Section 9 requires.

Manifest will make a current subprocessor list available and provide reasonable advance notice of a material new subprocessor by email or a designated notice channel. Customer may object within 10 days after notice on reasonable data-protection grounds. The parties will try to resolve the objection. If they cannot, Customer may stop using the affected optional feature. If the subprocessor is necessary for a core paid Service, Customer may terminate that Service and receive a prorated refund of prepaid fees for the unused period.

A separate data processing addendum, if executed or incorporated into an Order, supplements this automatic Section 9 and controls if the two conflict.

Customer is responsible for responding to requests from people whose information appears in Customer Data. Manifest will provide reasonable assistance as required by the Agreement and applicable law. Standard return or deletion under this section has no separate fee. Custom assistance beyond standard features or formats may be charged at then-current professional-service rates if law permits.

10. Security

Manifest will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure. No service can guarantee absolute security.

Customer is responsible for its devices, networks, identity systems, account configuration, Authorized Users, and any copies of data outside the Services. Customer must use reasonable security measures and promptly notify Manifest of a suspected account compromise.

If the parties sign a security schedule, it controls for its subject matter. Manifest may update safeguards as technology and risks change, provided the overall protection is not materially reduced during a paid subscription term.

11. Usage Data and deidentified information

"Usage Data" means technical, operational, and service-use information about the performance, configuration, and use of the Services. It can include user, business, account, subscription, and configuration identifiers or traits. It does not include Customer files, communications, recordings, prompts, or exact financial or operational metrics except in aggregated or deidentified form.

Manifest may create and use Usage Data and aggregated or deidentified information to operate, secure, analyze, and improve the Services, conduct research, and produce industry benchmarks. Manifest will not disclose one Customer's raw confidential metrics to another Customer through a benchmark feature. Manifest will design benchmark outputs to avoid identifying a Customer or person from Customer Data, maintain deidentified information in deidentified form, and not attempt to reidentify it except to test safeguards or as law permits.

12. Artificial intelligence features

The Services may include AI Features. "Input" means Customer Data or instructions submitted to an AI Feature.

As between the parties, Customer retains its rights in Input and, to the extent permitted by law, owns AI Output generated specifically for Customer. Manifest assigns to Customer any rights Manifest may have in that AI Output. Customer's rights do not extend to the Services, Manifest technology, templates, models, Manifest system prompts and prompt templates, benchmark data, third-party material, or output generated for other users.

AI Output may be inaccurate, incomplete, biased, or not unique. Other users may receive similar AI Output. Customer must use human review and independent judgment before relying on AI Output, especially for financial, employment, safety, legal, or other important decisions. AI Output is not professional advice or a promise of a business result.

Manifest may use AI service providers to process Input and AI Output for Customer. Manifest does not use identifiable Customer Data to train or improve models or products for other Customers, or authorize a third-party model provider to do so, unless Customer expressly opts in through a signed writing. This restriction does not prevent Manifest from using feedback, Usage Data, or aggregated or deidentified information under Section 11.

Customer is responsible for ensuring its Input and use of AI Output comply with Sections 4 and 5. Customer must not represent AI Output as human-generated when disclosure is required by law.

13. Competitor research and benchmarks

Research and benchmark features may use public websites, public records, directories, marketplaces, review platforms, licensed sources, Customer-provided information, and information derived from those sources. Results may identify a business or professional when the underlying information is public, licensed for that use, or lawfully supplied by Customer.

Manifest grants Customer a limited right during the subscription term to use research and benchmark results for its internal business analysis. Customer may include reasonable excerpts in its internal reports, but may not resell, publish in bulk, create a competing database, reidentify a confidential contributor, or use the results in violation of Section 5.

Manifest does not use current nonpublic competitor-specific prices, wages, output, costs, customer allocations, or forward-looking strategy to recommend coordinated conduct. Cross-Customer benchmarks use cohort, suppression, outlier, and delay controls designed to prevent identification and coordination.

Public and third-party information can be incomplete, outdated, or wrong. Benchmarks describe groups and ranges; they do not guarantee a particular result or establish a standard of care. Customer remains responsible for verifying information and making its own independent, unilateral business decisions.

14. Manifest technology and feedback

Manifest and its licensors own the Services and the software, documentation, models, designs, workflows, methods, Manifest system prompts and prompt templates, and other technology that they developed independently of Customer Data. This section does not give Manifest ownership of Customer Data, Input, or Customer-owned AI Output. Except for the limited rights expressly granted in the Agreement, Manifest reserves all rights.

If Customer provides a suggestion or other feedback about the Services, Customer grants Manifest a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction or payment. Manifest will not identify Customer as the source without permission.

Manifest names, logos, and product names are trademarks of Manifest or its licensors. The Agreement does not grant either party the right to use the other party's name or marks in publicity without prior permission.

15. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential. Customer Data is Customer's Confidential Information. Manifest's nonpublic technology, security information, pricing, and product plans are Manifest's Confidential Information.

Confidential Information does not include information that Recipient can document:

  • was lawfully known without a duty of confidentiality;
  • becomes public through no breach;
  • is received lawfully from a third party without a duty of confidentiality; or
  • is independently developed without use of the Confidential Information.

Recipient will use Confidential Information only to perform or exercise rights under the Agreement. Recipient will protect it with at least reasonable care and disclose it only to personnel, affiliates, professional advisers, and contractors who need it and are bound by confidentiality duties. Recipient is responsible for their compliance.

Recipient may disclose Confidential Information when legally required. Where law permits, Recipient will give prompt notice and reasonable assistance so Discloser may seek protection. Recipient will disclose only what is legally required.

On Discloser's written request submitted before or within 30 days after the Agreement ends, Recipient will return or destroy Discloser's Confidential Information. This duty does not apply to information that Recipient must retain by law, records kept under ordinary compliance policies, or protected backup copies that are deleted through ordinary cycles.

Unauthorized use or disclosure may cause harm that money alone cannot repair. Either party may seek appropriate injunctive relief in addition to other remedies.

16. Third-party services

Customer may choose to connect or use third-party products, content, websites, integrations, or services. A Website Visitor may follow third-party links or use embedded services on a Public Website. Their terms and privacy practices apply to their independent processing. Customer authorizes Manifest to exchange information with a third party as needed for a connection that Customer requests.

Manifest does not control and is not responsible for a third party's products, changes, availability, security, or use of Customer Data. The Services may change because a third party changes or ends access. Except where an Order says otherwise, Manifest has no obligation to maintain a particular integration.

This section applies to services that Customer chooses or that act independently. It does not change Manifest's duties for subprocessors that Manifest uses to provide the Services under Section 9.

17. Suspension and termination

Either party may terminate a month-to-month subscription before its next renewal. A committed subscription may be terminated only as the Agreement permits.

Either party may terminate the Agreement for a material breach that the other party does not cure within 30 days after written notice. The cure period is 10 days for nonpayment. If Customer terminates for Manifest's uncured material breach, Manifest will refund prepaid fees for the unused period after termination. To the extent permitted by law, a party may terminate immediately if the other party ceases business without a successor, becomes subject to a bankruptcy or insolvency proceeding that is not dismissed within 60 days, or if continued performance would violate law.

Manifest may suspend access immediately and only for as long as reasonably necessary if:

  • Customer materially violates Section 5;
  • Customer's use creates a credible security risk, threatens the Services or another person, or may expose Manifest to liability;
  • suspension is required by law or a provider on which the Services depend; or
  • fees remain overdue after notice.

Where practicable, Manifest will give advance notice and an opportunity to resolve the issue. During a suspension, fees continue to accrue unless the suspension resulted from Manifest's breach.

Manifest may discontinue a paid Service for convenience by giving at least 30 days' notice and refunding prepaid fees for the discontinued unused period. This does not apply to a feature change covered by Section 3.

When the Agreement ends, Customer's right to use the Services ends, and all accrued and unpaid fees become due. If Manifest terminates for Customer's breach, any remaining noncancelable committed fees also become due. No future fees are due if Customer terminates for Manifest's uncured breach or Manifest discontinues the Service under this section.

Customer must use available tools to export needed Customer Data before termination. Customer may also request return or deletion of Customer Personal Data before termination or within 30 days afterward under Section 9. After that 30-day window, Manifest may delete Customer Data, subject to applicable law, written data-processing terms, and ordinary backup cycles.

The terms about payment obligations, privacy and data processing, ownership, deidentified data, confidentiality, disclaimers, indemnity, liability limits, dispute resolution, and general matters survive termination.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PUBLIC WEBSITE CONTENT, BETA FEATURES, RESEARCH, BENCHMARKS, AI OUTPUT, AND THIRD-PARTY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." MANIFEST AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

MANIFEST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE; THAT DATA, AI OUTPUT, RESEARCH, OR BENCHMARKS WILL BE ACCURATE, COMPLETE, OR PRESERVED; OR THAT CUSTOMER WILL ACHIEVE A PARTICULAR REVENUE, PROFIT, COMPLIANCE, EMPLOYMENT, OR OTHER RESULT.

Nothing in the Agreement excludes a warranty or right that law does not allow the parties to exclude.

19. Indemnification and limits on liability

Customer indemnification

Customer will defend Manifest, its affiliates, and their personnel against a third-party claim arising from:

  • Customer Data, Input, or Customer's instructions;
  • Customer's or an Authorized User's violation of Sections 4 or 5;
  • Customer's products, services, employment practices, communications, recordings, or business decisions; or
  • Customer's violation of law or another person's rights.

Customer will pay resulting damages, settlements approved by Customer, and reasonable external legal fees. Manifest must promptly notify Customer, give Customer reasonable control of the defense and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a way that admits fault by, imposes nonmonetary duties on, or fails to release Manifest without Manifest's written consent.

Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, REVENUE, SAVINGS, GOODWILL, OR DATA, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED THAT THEY ARE POSSIBLE.

Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID OR OWED FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) $100.

The exclusions and cap do not limit Customer's payment obligations or indemnification obligations. They also do not limit either party's liability for fraud, willful misconduct, or misappropriation of the other party's intellectual property or Confidential Information, or Customer's or an Authorized User's liability for intentional unauthorized access or security interference prohibited by Section 5. They do not limit liability that law does not permit the parties to limit. The limits apply to all theories of liability and are an essential basis of the bargain.

20. Dispute resolution; arbitration; class-action waiver

Please read this section carefully. It affects the right to go to court.

Informal resolution

Before filing a claim, a party must send a written notice describing the dispute and requested relief. Notices to Manifest must be sent to support@thedoggurus.com with the subject Legal Dispute and by mail to the address in Section 23. Manifest may send notice to an available account, form-submission, or business contact address. The parties will try in good faith to resolve the dispute for 30 days after receipt. A limitations period is paused during that period.

Individual arbitration

Except for the exceptions below, any dispute arising out of or relating to the Agreement, the Services, or the parties' relationship will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA"). The Federal Arbitration Act governs this agreement to arbitrate.

The AAA Commercial Arbitration Rules will apply, except that the AAA Consumer Arbitration Rules will apply if AAA or a court determines they are legally required. One arbitrator will conduct the arbitration in English. The hearing will occur remotely, in Toledo, Ohio, or at another location the parties agree to. If the Consumer Arbitration Rules apply, fees and hearing location will follow those rules and applicable law. The arbitrator may award the same individual relief a court could award and will issue a reasoned written decision. Fees will be allocated under the applicable AAA rules. A court with jurisdiction may enter judgment on the award.

Exceptions

Either party may:

  • bring an eligible individual claim in small-claims court;
  • ask a court for temporary or preliminary relief to protect intellectual property, Confidential Information, accounts, or system security while arbitration is pending; or
  • seek relief that applicable law requires to remain available in court.

No class or representative proceedings; jury waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT COMBINE CLAIMS OR PRESIDE OVER SUCH A PROCEEDING WITHOUT EVERY PARTY'S WRITTEN CONSENT. IF A CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Arbitration opt-out

Customer, an Authorized User, or a Website Visitor may opt out of this arbitration agreement by emailing support@thedoggurus.com within 30 days after first accepting these Terms. The subject must be Arbitration Opt-Out. The notice must include the sender's legal name, any applicable business name and account email, and a clear statement that the sender opts out of arbitration. Opting out will not affect access to the Services or the rest of the Agreement.

Severability

If a restriction in this section is unenforceable for a particular claim or remedy, that claim or remedy will proceed in a court of competent jurisdiction after all arbitrable matters are resolved. Otherwise, an unenforceable part will be severed and the rest of this section will remain effective.

21. Governing law and courts

Ohio law governs the Agreement and disputes, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs arbitration. For a dispute that is not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts serving Lucas County, Ohio. Each party waives objections to those courts based on venue or inconvenience.

Mandatory rights under applicable law remain available despite this choice of law.

22. Changes to the Services or Terms

We may update these Terms to reflect changes in the Services, law, risk, or business practices. We will post the revised Terms and update the date above. For a material change that adversely affects a paid Customer, we will provide reasonable advance notice through email, an in-product message, or another reasonable method.

A material adverse change for a paid Customer takes effect at its next renewal unless Customer affirmatively accepts it earlier. Other changes apply on the stated effective date. Continued use constitutes acceptance only after we give clear notice that continued use after that date will constitute acceptance. If law, security, or abuse prevention requires an earlier material adverse change during a committed term, Customer may terminate the affected Service within 30 days after notice and receive a prorated refund of prepaid fees for the unused period. This termination right does not apply to a change required by Customer's violation of the Agreement. A material change to Section 20 requires affirmative acceptance or a new 30-day opt-out opportunity. A change to Section 20 will not apply to a dispute of which the parties had actual notice before the change took effect.

23. General terms and contact

Neither party may assign the Agreement without the other's written consent, except that either party may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control. Customer may not assign to a direct competitor of Manifest without Manifest's written consent. An unauthorized assignment is void.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer's payment obligations. The parties are independent contractors. The Agreement does not create a partnership, franchise, fiduciary, agency, or employment relationship. Manifest's affiliates and personnel may enforce Section 19. No other third party is a beneficiary.

Customer may not use or export the Services in violation of U.S. export-control or sanctions laws. Customer represents that it and its Authorized Users are not prohibited parties or located in a comprehensively sanctioned territory.

Notices may be delivered electronically. Customer agrees that electronic records, notices, and signatures satisfy legal requirements for writing. Formal breach, termination, indemnity, or dispute notices must also be sent to the addresses specified in the Agreement.

If a provision is unenforceable, it will be modified only as much as needed to make it enforceable, and the rest will remain in effect. A waiver must be written and signed by the waiving party. Headings are for convenience. "Including" means "including without limitation." The Agreement is the complete agreement about its subject and replaces prior or contemporaneous agreements about that subject. Purchase-order terms do not apply unless Manifest signs them.

Questions and notices may be sent to:

ManifestEd, Inc.

2260 Scottwood Avenue, Toledo, Ohio 43620, United States

support@thedoggurus.com