Terms of Service

Last Updated: October 29, 2025 Effective Date: October 29, 2025

1. Introduction and Acceptance

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "User") and Manifest Inc., doing business as The Dog Gurus and other brand names (collectively, "Manifest," "we," "us," "our"), governing your access to and use of the Manifest platform, including our website, applications, AI-powered coaching assistant, learning management system, and related services (collectively, the "Service" or "Platform").

BY CLICKING "I ACCEPT," CHECKING A BOX, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. If you do not agree to these Terms, you may not access or use the Service.

These Terms apply to all users of the Service, including business owners, managers, employees, and staff members (each, a "User," collectively "Users").

1.1 Incorporated Documents

The following documents are incorporated by reference and form part of this Agreement:

1.2 Agreement to Arbitrate

PLEASE READ SECTION 15 (DISPUTE RESOLUTION) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MANIFEST AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

2. Definitions

  • "Account" means the registered account created by a Business or User to access the Service.
  • "AI Assistant" or "AI Companion" means the artificial intelligence-powered chat interface that provides business recommendations, coaching insights, and answers to User questions.
  • "Business" means the legal entity or sole proprietor that subscribes to the Service and creates an Account.
  • "Business Owner" means the individual who creates the initial Account, agrees to a Subscription, and has full administrative control over the Business's Account.
  • "Content" means any text, data, information, software, graphics, photographs, videos, audio, learning materials, coaching call recordings, or other materials.
  • "Learning Content" means courses, learning items, plans, assessments, and other educational materials provided through the Platform.
  • "Manager" means a User designated by the Business Owner with permissions to manage staff and view business operations.
  • "Staff" or "Employee" means a User associated with a Business who has limited permissions to access assigned Learning Content.
  • "Subscription" means the paid subscription plan selected by the Business Owner, including any add-ons or upgrades.
  • "User Content" means Content uploaded, submitted, or transmitted by Users through the Service.
  • "Vertical" means the specialized industry category (e.g., pet care, salon, etc.) associated with the Business.

3. Service Description

Manifest provides an AI-powered coaching and training platform designed for small business owners across various industries. The Service includes:

3.1 Core Features

  • Learning Management System (LMS): Access to courses, learning items, training plans, and assessments tailored to your Vertical.
  • AI-Powered Coaching Assistant: An AI companion that provides business recommendations, coaching insights, and answers questions based on Learning Content, coaching call recordings, business KPIs, and other authorized Content.
  • Staff Training Management: Tools to assign, track, and manage training for managers and employees.
  • Business KPI Tracking: Dashboard for monitoring financial metrics, goals, and business performance indicators.
  • Coaching Call Library: Access to recorded coaching sessions (with automatic PII redaction for shared content).
  • Integration Capabilities: Optional integrations with third-party services such as QuickBooks Online for financial data.

3.2 Service Availability

We strive to make the Service available 24/7, but we do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

  • Scheduled maintenance (with advance notice when feasible)
  • Emergency maintenance or repairs
  • Third-party service provider outages
  • Events beyond our reasonable control

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, without liability to you.

3.3 Service Modifications

We may update, change, or discontinue features of the Service from time to time. We will use reasonable efforts to notify you of material changes that negatively impact your use of the Service.

4. User Accounts and Authorization

4.1 Account Creation

To use the Service, a Business Owner must create an Account by:

  • Providing accurate and complete registration information (name, email, business details)
  • Verifying email address through our authentication provider (WorkOS)
  • Accepting these Terms
  • Selecting a Subscription plan (or beginning a free trial)

4.2 Authorized Users

ONLY AUTHORIZED USERS MAY ACCESS THE SERVICE. You are an authorized User if:

  • You are the Business Owner who created the Account and maintains an active Subscription, OR
  • You are an employee, manager, or staff member of a Business with an active Subscription, AND you have been invited and granted access by the Business Owner, OR
  • You are a Manifest staff member with legitimate access for support or administrative purposes

4.3 Account Security and Confidentiality

You are responsible for:

  • Maintaining the confidentiality of your login credentials (username and password)
  • All activities that occur under your Account
  • Notifying us immediately of any unauthorized access or security breach
  • Ensuring that your Account information remains accurate and up to date

You may not share your Account credentials with anyone. Each User must have their own individual Account.

4.4 Business Owner Responsibilities

Business Owners are responsible for:

  • Managing User Access: Inviting, adding, and removing Users (managers and staff) associated with their Business
  • Revoking Access: Promptly removing access for terminated employees or individuals who no longer have authorization to use the Service
  • Monitoring User Activity: Overseeing how Users within their Business use the Service
  • Compliance: Ensuring all Users within their Business comply with these Terms

Manifest is not liable for unauthorized access or misuse of the Service by individuals whose access was not properly revoked by the Business Owner.

4.5 Prohibited Account Activities

You may not:

  • Create an Account using false or misleading information
  • Create multiple Accounts for fraudulent purposes
  • Share Account credentials with unauthorized individuals
  • Allow unauthorized individuals to access the Service through your Account
  • Use another person's Account without authorization
  • Purchase, sell, rent, or transfer Account access to third parties

5. Subscription and Billing

5.1 Subscription Plans

The Service is offered on a subscription basis. Subscription plans include:

  • Base tiers (e.g., Owner Launch, Grow, Scale)
  • Add-ons (e.g., Staff Training, Integrations, Coaching, Analytics)
  • Free trials (where applicable)

Current pricing, plan details, and features are available on our website or within the Platform.

5.2 Payment Terms

  • Payment Processing: All payments are processed through Stripe, our third-party payment processor. By providing payment information, you agree to Stripe's terms and policies.
  • Billing Frequency: Subscriptions are billed on a recurring basis (monthly or annually) as selected during signup.
  • Authorization: You authorize us to charge your designated payment method for all Subscription fees, including renewals and add-ons.
  • Automatic Renewal: Your Subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
  • Payment Method: You must maintain a valid payment method on file. If payment fails, we may suspend or terminate your Account.

5.3 Free Trials

  • Trial Period: We may offer free trial periods for new Users. Trial duration and terms will be specified at signup.
  • Trial Conversion: Unless you cancel before the trial ends, your trial will automatically convert to a paid Subscription, and you will be charged the applicable Subscription fee.
  • Trial Limitations: We reserve the right to limit trial eligibility, duration, or features.
  • One Trial Per Business: Free trials are limited to one per Business. We may refuse trial access to Users who have previously used a trial.

5.4 Cancellation

  • Business Owner Rights: Only the Business Owner may cancel the Subscription.
  • Cancellation Process: To cancel, navigate to your Account settings or contact our support team at support@thedoggurus.com.
  • Effective Date: Cancellation takes effect at the end of the current billing period. You will retain access to the Service until that date.
  • No Partial Refunds: Fees paid for the current billing period are non-refundable, except as required by law.
  • Data Access: After cancellation, your data will be retained according to our Privacy Policy. You may request data deletion subject to applicable retention requirements.

5.5 Fee Changes

We may change Subscription fees at any time with at least 30 days' advance notice. Fee changes will take effect at the start of your next billing period following the notice. Your continued use of the Service after the fee change constitutes acceptance of the new fees.

5.6 Refunds

All Subscription fees are non-refundable except:

  • As required by applicable law
  • At our sole discretion in exceptional circumstances
  • If we terminate your Account for reasons other than your breach of these Terms

5.7 Taxes

Subscription fees do not include applicable taxes (sales tax, VAT, GST, etc.). You are responsible for paying all taxes associated with your Subscription. If we are required to collect taxes, we will add them to your invoice.

6. User Roles and Permissions

6.1 Role Hierarchy

The Service supports multiple User roles with different permission levels:

6.1.1 Manifest Staff

  • Permissions: Full administrative access to all features, accounts, and content for support and operational purposes.
  • Purpose: Internal team members who manage the Platform and assist Users.

6.1.2 Business Owner

  • Permissions: Full control over the Business's Account, including:
    • Managing Subscription and billing
    • Inviting, managing, and removing Users
    • Accessing all Learning Content
    • Viewing business metrics and KPIs
    • Using the AI Assistant
    • Accessing coaching call recordings (un-redacted)
    • Configuring integrations
    • All permissions granted to Managers and Staff

6.1.3 Manager

  • Permissions:
    • Viewing business metrics and operations
    • Managing Staff assignments
    • Using the AI Assistant
    • Accessing Learning Content
    • Viewing Staff training progress
    • Cannot modify billing or remove the Business Owner

6.1.4 Staff/Employee

  • Permissions:
    • Accessing assigned Learning Content
    • Completing training and assessments
    • Limited use of AI Assistant (if enabled)
    • Cannot view business KPIs, manage other Users, or access financial data

6.2 Permission Changes

Business Owners may modify User roles and permissions at any time through Account settings. Changes take effect immediately.

6.3 Special Designations

Business Owners may designate Users for specific responsibilities. Examples include, but are not limited to a Training Manager who manages learning assignmetns and tracks employee progress.

These designations grant additional permissions within the designated scope.

7. AI Assistant Terms and Disclaimers

7.1 AI Assistant Description

The AI Assistant is a generative artificial intelligence tool powered by large language models (LLMs) and retrieval-augmented generation (RAG) technology. The AI Assistant provides:

  • Business coaching recommendations
  • Answers to questions about your Business operations
  • Insights derived from Learning Content, coaching calls, and business KPIs
  • Suggested action items and task lists
  • Summaries of business performance

7.2 How the AI Assistant Works

The AI Assistant generates responses by:

  1. Analyzing your input: Processing your questions and requests
  2. Retrieving relevant context: Searching Learning Content, coaching call transcripts (redacted when applicable), business KPIs, and other authorized Content
  3. Generating recommendations: Using AI models to synthesize information and provide tailored advice
  4. Citing sources: Referencing specific Learning Content where applicable

Data Sources:

The AI Assistant has access to:

  • Learning Content: Courses, learning items, plans, and assessments provided by Manifest
  • Coaching Call Recordings: Transcripts of coaching sessions associated with your Business (un-redacted for your Business; redacted versions may be used for general coaching insights across all Users)
  • Business KPIs: Financial data, goals, and metrics you have entered or imported
  • User Content: SOPs, procedures, and other Content you have uploaded
  • Conversation History: Your previous interactions with the AI Assistant

Important: The AI Assistant does NOT have access to:

  • Content from other Businesses (except fully redacted coaching call insights with all PII removed)
  • Your payment information or Stripe data
  • Credentials or passwords
  • Information you have not explicitly provided or imported

7.3 PII Redaction for Shared Coaching Content

To improve the AI Assistant's coaching capabilities across all Users, we may share redacted versions of coaching call transcripts:

  • Redaction Process: We use automated AI-powered tools to remove all personally identifiable information (PII), including names, business names, phone numbers, emails, addresses, dates, and other identifying details.
  • Quality Check: Redacted transcripts undergo an automated quality review. If PII is detected, the content is not shared and is flagged for manual review.
  • Your Content: Your Business retains exclusive access to un-redacted coaching call transcripts. Only fully redacted versions (if any) are used as general context for other Users.
  • No Citations: Redacted content is used for AI context only and is never cited, linked, or directly referenced in responses to other Users.
  • Opt-Out: If you do not wish for redacted versions of your coaching calls to be used, contact us at support@thedoggurus.com.

7.4 AI Limitations and Disclaimers

IMPORTANT: THE AI ASSISTANT HAS SIGNIFICANT LIMITATIONS. YOU MUST READ AND UNDERSTAND THE FOLLOWING:

7.4.1 Not Professional Advice

THE AI ASSISTANT DOES NOT PROVIDE PROFESSIONAL LEGAL, FINANCIAL, ACCOUNTING, TAX, MEDICAL, OR OTHER LICENSED PROFESSIONAL ADVICE. AI-generated recommendations are:

  • For informational and educational purposes only
  • Not a substitute for advice from qualified professionals
  • Not tailored to your specific legal, financial, or professional circumstances beyond the information you provide

YOU MUST CONSULT QUALIFIED PROFESSIONALS (attorneys, accountants, financial advisors, etc.) before making decisions based on AI recommendations.

7.4.2 No Warranty of Accuracy

WE DO NOT WARRANT THAT AI ASSISTANT OUTPUT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. AI-generated content may:

  • Contain factual errors or inaccuracies
  • Provide outdated information
  • Misinterpret your Business data or context
  • Generate responses that are irrelevant or unhelpful
  • Fail to identify important issues or risks
  • Contradict other sources of information

7.4.3 User Verification Required

YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL AI ASSISTANT OUTPUT BEFORE ACTING ON IT. You must:

  • Independently verify facts, figures, and recommendations
  • Cross-reference AI suggestions with authoritative sources
  • Consult with professionals where appropriate
  • Use your own judgment and expertise when making business decisions

ACTING ON AI RECOMMENDATIONS WITHOUT VERIFICATION IS AT YOUR OWN RISK.

7.4.4 Human Coaching Supersedes AI

If you receive contradictory advice from the AI Assistant and a human Manifest coach, the human coach's guidance supersedes AI recommendations. When in doubt, consult your coach.

7.4.5 No Guarantee of Results

WE DO NOT GUARANTEE ANY SPECIFIC RESULTS, OUTCOMES, OR IMPROVEMENTS TO YOUR BUSINESS FROM USING THE AI ASSISTANT. Success depends on many factors outside our control, including your implementation, market conditions, and business-specific circumstances.

7.4.6 AI Training and Improvement

We may use anonymized, aggregated data about AI Assistant interactions to improve our AI models and Service quality. We do not use your specific Business data to train third-party AI models without your consent.

7.4.7 AI Availability

The AI Assistant may be temporarily unavailable due to maintenance, updates, or technical issues. We do not guarantee uninterrupted AI functionality.

7.5 User Responsibilities When Using AI

When using the AI Assistant, you must:

  • Provide Accurate Information: Ensure data you input (KPIs, goals, etc.) is accurate
  • Verify Output: Independently verify AI recommendations before implementation
  • Use Judgment: Apply your own expertise and critical thinking
  • Seek Professional Help: Consult professionals for legal, financial, or other specialized advice
  • Protect Confidentiality: Do not input confidential information you do not want processed by the AI Assistant
  • Comply with Laws: Ensure your use of AI recommendations complies with applicable laws and regulations

7.6 Prohibited AI Use

You may not use the AI Assistant to:

  • Generate illegal, harmful, or fraudulent content
  • Circumvent Service limitations or restrictions
  • Attempt to reverse-engineer or extract AI model parameters
  • Generate spam, misinformation, or deceptive content
  • Violate any third party's intellectual property or privacy rights
  • Automate interactions or scrape AI outputs for commercial purposes

8. Acceptable Use Policy

8.1 Permitted Use

You may use the Service only for lawful business purposes consistent with these Terms. Acceptable uses include:

  • Completing training and educational programs
  • Managing staff learning and development
  • Using the AI Assistant for business coaching and insights
  • Tracking business KPIs and goals
  • Accessing coaching call recordings related to your Business
  • Collaborating with team members within your Business

8.2 Prohibited Conduct

You may not:

  • Violate Laws: Use the Service to violate any applicable law, regulation, or ordinance
  • Infringe Rights: Violate intellectual property, privacy, publicity, or other rights of third parties
  • Harmful Content: Upload, transmit, or share Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
  • Unauthorized Access: Access or attempt to access accounts, systems, or data you are not authorized to access
  • Interference: Interfere with or disrupt the Service, servers, or networks
  • Reverse Engineering: Reverse-engineer, decompile, disassemble, or otherwise attempt to discover source code or algorithms
  • Automated Access: Use bots, scrapers, or automated tools to access the Service without permission
  • Data Mining: Extract, scrape, or harvest User data or Content
  • Security Violations: Probe, scan, or test vulnerabilities of the Service or bypass security measures
  • Spam or Phishing: Send unsolicited communications, spam, or phishing attempts
  • Impersonation: Impersonate any person or entity or misrepresent your affiliation
  • False Information: Provide false, misleading, or inaccurate information
  • Resale: Resell, sublicense, or redistribute access to the Service without authorization
  • Competitive Use: Use the Service to develop competing products or services

8.3 Content Standards

User Content must:

  • Be accurate and not misleading
  • Comply with applicable laws and regulations
  • Respect intellectual property rights
  • Not contain malware, viruses, or harmful code
  • Not infringe on privacy rights of others

8.4 Monitoring and Enforcement

We reserve the right, but have no obligation, to:

  • Monitor use of the Service for compliance with these Terms
  • Review User Content for violations
  • Remove or disable access to violating Content
  • Suspend or terminate Accounts that violate these Terms
  • Report violations to law enforcement authorities
  • Take legal action against violators

We are not responsible for User Content and do not endorse any opinions, recommendations, or advice expressed by Users.

8.5 Consequences of Violations

If you violate the Acceptable Use Policy or any other provision of these Terms, we may:

  • Issue a warning
  • Temporarily suspend your Account
  • Permanently terminate your Account
  • Remove violating Content
  • Withhold or forfeit fees paid
  • Pursue legal remedies, including damages and injunctive relief

9. Intellectual Property Rights

9.1 Manifest's Intellectual Property

The Service and all Content provided by Manifest (Learning Content, courses, learning items, plans, assessments, branding, logos, software, code, designs, text, graphics, etc.) are owned by Manifest or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and Manifest Content solely for your internal business purposes in accordance with these Terms. This license automatically terminates when your Subscription ends or if you violate these Terms.

You may not:

  • Copy, modify, adapt, translate, or create derivative works from Manifest Content
  • Distribute, sublicense, lease, sell, or transfer Manifest Content to third parties
  • Reverse-engineer or attempt to extract source code from the Service
  • Remove, alter, or obscure copyright, trademark, or other proprietary notices
  • Use Manifest's trademarks, logos, or branding without written permission
  • Frame or mirror any portion of the Service without authorization

9.2 User Content Ownership

You retain ownership of all intellectual property rights in User Content (coaching calls, SOPs, uploaded documents, business data, etc.) that you upload, submit, or transmit through the Service.

By uploading User Content, you grant Manifest a worldwide, non-exclusive, royalty-free, transferable license to:

  • Use, reproduce, store, modify, and process User Content to provide the Service
  • Display User Content to you and authorized Users within your Business
  • Create redacted versions of coaching call transcripts for general AI context (with PII removed)
  • Analyze User Content to improve the Service, AI models, and Learning Content (in aggregated, anonymized form)
  • Comply with legal obligations and enforce these Terms

This license continues for a reasonable period after you delete User Content or terminate your Account to allow for backup deletion and technical processing.

9.3 AI-Generated Content

Content generated by the AI Assistant ("AI Output") is provided to you on an "as-is" basis. To the extent permitted by law:

  • You may use AI Output for your internal business purposes
  • We do not claim ownership of AI Output that is uniquely generated for you based on your specific input
  • However, AI Output may contain or reference Manifest Content, which remains our property
  • We reserve the right to generate similar AI Output for other Users

You are solely responsible for your use of AI Output, including ensuring it does not infringe third-party rights.

9.4 Feedback

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant Manifest an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into our products and services without attribution or compensation.

9.5 Copyright Infringement Claims

We respect intellectual property rights. If you believe Content on the Service infringes your copyright, please contact us at support@thedoggurus.com with:

  • Identification of the copyrighted work
  • Identification of the infringing Content and its location
  • Your contact information
  • A statement of good faith belief that the use is unauthorized
  • A statement that the information is accurate and you are authorized to act on behalf of the copyright owner
  • Your electronic or physical signature

10. Privacy and Data Protection

10.1 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy (available at https://app.thedoggurus.com/privacy-policy, which is incorporated into these Terms by reference.

By using the Service, you consent to our data practices as described in the Privacy Policy.

10.2 Data Security

We implement reasonable administrative, technical, and physical security measures to protect your data. However, no system is completely secure. We cannot guarantee absolute security and are not responsible for unauthorized access resulting from circumstances beyond our reasonable control.

10.3 Business Data Segregation

We maintain multi-tenant architecture with strict data segregation. Your Business data is isolated from other Businesses' data and is accessible only to:

  • Authorized Users within your Business (based on role permissions)
  • Manifest staff for support, maintenance, or legal compliance purposes
  • Third-party service providers under confidentiality obligations (as disclosed in our Privacy Policy)

10.4 Data Retention

We retain your data as described in our Privacy Policy:

  • Active Accounts: Data retained while your Account is active
  • Deleted Accounts: Data deleted within 30-90 days of Account termination or deletion request, except as required for legal compliance, dispute resolution, or backup systems
  • Legal Holds: Data may be retained longer if subject to legal obligations or investigations

10.5 Data Export

You may request a copy of your Business data by contacting us at support@thedoggurus.com. We will provide data in a commonly used, machine-readable format within a reasonable timeframe.

11. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

MANIFEST DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • Implied Warranties: Warranties of merchantability, fitness for a particular purpose, title, and non-infringement
  • Quality and Accuracy: That the Service will meet your requirements, be uninterrupted, timely, secure, or error-free
  • AI Output: That AI-generated recommendations, insights, or content are accurate, complete, reliable, or suitable for any purpose
  • Third-Party Content: The accuracy, completeness, or usefulness of Learning Content, coaching materials, or User Content
  • Results: That use of the Service will result in any particular business outcome, revenue increase, or other benefit
  • Security: That the Service or data transmission is completely secure or free from viruses, malware, or other harmful components
  • Third-Party Services: The availability, performance, or accuracy of third-party integrations (Stripe, QuickBooks, etc.)

SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

YOU ACKNOWLEDGE THAT:

  • Your use of the Service is at your sole risk
  • You are solely responsible for any damage to your computer system or loss of data resulting from use of the Service
  • No advice or information obtained from Manifest or through the Service creates any warranty not expressly stated in these Terms

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

12.1 Exclusion of Damages

MANIFEST, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, "MANIFEST PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • Loss of profits, revenue, or business opportunities
  • Loss of data or information
  • Loss of goodwill or reputation
  • Business interruption
  • Cost of substitute goods or services
  • Damages arising from your reliance on AI recommendations
  • Damages arising from business decisions made based on the Service

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER MANIFEST WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12.2 Cap on Liability

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF MANIFEST PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF:

  • (A) THE TOTAL AMOUNT YOU PAID TO MANIFEST IN SUBSCRIPTION FEES DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR
  • (B) $100 USD

12.3 Essential Purpose

You agree that these limitations of liability reflect a reasonable allocation of risk and are fundamental elements of the bargain between you and Manifest. The Service would not be provided without these limitations.

12.4 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the foregoing limitations and exclusions may not apply to you to the extent prohibited by applicable law.

Nothing in these Terms excludes or limits liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any liability that cannot be excluded or limited under applicable law

12.5 AI-Specific Limitation

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MANIFEST IS NOT LIABLE FOR:

  • Any business decisions, actions, or implementations based on AI Assistant recommendations
  • Any errors, inaccuracies, or omissions in AI-generated content
  • Any damages resulting from your reliance on AI Output without independent verification
  • Any failure of AI recommendations to produce expected results

13. Indemnification

You agree to indemnify, defend, and hold harmless Manifest Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your use of or inability to use the Service
  • Your violation of these Terms
  • Your violation of any law, regulation, or third-party right
  • Your User Content or any Content you submit, post, or transmit through the Service
  • Your business decisions or actions based on AI recommendations
  • Unauthorized access to the Service through your Account
  • Any dispute between you and other Users or third parties

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

This indemnification obligation survives termination of these Terms and your use of the Service.

14. Third-Party Services and Links

14.1 Third-Party Integrations

The Service may integrate with third-party services (Stripe for payments, QuickBooks for financial data, etc.). Your use of third-party services is governed by those services' own terms and privacy policies. We are not responsible for:

  • The availability, accuracy, or functionality of third-party services
  • Third-party service providers' handling of your data
  • Any disputes between you and third-party service providers

14.2 Third-Party Links

The Service may contain links to third-party websites, resources, or services. We provide these links for convenience only and do not endorse or assume responsibility for:

  • The content, accuracy, or functionality of third-party sites
  • Third-party privacy practices or terms of service
  • Any damages or losses resulting from your use of third-party sites

Your use of third-party sites is at your own risk and subject to their terms.

15. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

15.1 Informal Dispute Resolution

Before initiating arbitration or litigation, you agree to attempt to resolve any dispute informally by contacting us at support@thedoggurus.com. We will attempt to resolve the dispute informally by contacting you via email.

Either party must provide written notice of a dispute ("Notice") within 30 days of when the dispute first arose. The Notice must describe the nature of the dispute and the relief sought. Both parties agree to negotiate in good faith for 30 days from receipt of the Notice before proceeding to arbitration.

15.2 Mandatory Binding Arbitration

IF INFORMAL RESOLUTION FAILS, YOU AND MANIFEST AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND MANIFEST ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION 15.6 BELOW.

BY AGREEING TO ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO:

  • Have disputes heard by a judge or jury
  • File a lawsuit in court
  • Participate in a class action or representative proceeding

15.2.1 Arbitration Rules

Arbitration shall be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or Commercial Arbitration Rules if you are a business entity), which are available at www.adr.org or by calling 1-800-778-7879.

15.2.2 Arbitration Process

  • Initiating Arbitration: To begin arbitration, file a Demand for Arbitration with the AAA and send a copy to Manifest at support@thedoggurus.com.
  • Arbitrator Selection: The arbitrator shall be selected according to AAA rules.
  • Location: Arbitration may be conducted in person, by video conference, or by document submission, at your option. In-person hearings shall be held in the federal judicial district of your residence.
  • Fees: Each party shall bear its own costs and attorneys' fees, except that Manifest will pay AAA filing fees for consumer claims up to $10,000.
  • Decision: The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

15.2.3 Arbitrator Authority

The arbitrator has exclusive authority to resolve disputes relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or part of these Terms is void or voidable.

The arbitrator may award the same damages and relief available in court, but only to the extent required to satisfy your individual claim. The arbitrator may not award relief benefiting anyone other than you.

15.3 Class Action Waiver

YOU AND MANIFEST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Unless both you and Manifest agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

If this class action waiver is found to be unenforceable, the entire arbitration agreement in Section 15.2 shall be null and void.

15.4 Opt-Out Right

You have the right to opt out of the arbitration agreement. To opt out, you must send written notice to Manifest at support@thedoggurus.com within 30 days of first accepting these Terms. The notice must include:

  • Your name and email address
  • A clear statement that you wish to opt out of the arbitration agreement

If you opt out, all other provisions of these Terms remain in effect, but disputes will be resolved in court as provided in Section 15.5.

15.5 Governing Law and Jurisdiction (If Arbitration Does Not Apply)

If arbitration does not apply (because you opted out, the arbitration agreement is unenforceable, or an exception applies), then:

  • Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
  • Exclusive Jurisdiction: You agree to submit to the exclusive jurisdiction of the state and federal courts located in Lucas County, Ohio for resolution of any disputes.
  • Waiver of Jury Trial: YOU AND MANIFEST WAIVE ANY RIGHT TO A JURY TRIAL.

15.6 Exceptions to Arbitration

Notwithstanding Section 15.2, either party may bring a claim in small claims court if it qualifies for small claims court jurisdiction.

Additionally, either party may seek injunctive or equitable relief in court to:

  • Protect intellectual property rights
  • Prevent unauthorized access to the Service
  • Enforce the confidentiality or non-solicitation obligations in these Terms

15.7 No Class Actions

WHETHER IN ARBITRATION OR IN COURT, YOU AND MANIFEST AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

16. Termination

16.1 Termination by You

You may terminate your Account at any time by:

Termination is effective at the end of the current billing period. Fees paid for the current period are non-refundable.

16.2 Termination by Manifest

We may suspend or terminate your Account immediately, without prior notice or liability, if:

  • You breach any provision of these Terms
  • You engage in fraudulent or illegal activity
  • Your payment method fails or is declined
  • We are required to do so by law or government authority
  • Your Account remains inactive for an extended period
  • We discontinue the Service (with reasonable notice when feasible)

16.3 Effect of Termination

Upon termination:

  • Your access to the Service will cease immediately (or at the end of the billing period if you canceled)
  • You remain liable for all fees incurred prior to termination
  • Provisions that by their nature should survive (Sections 9, 11, 12, 13, 15, 18) remain in effect
  • We may delete your Account and User Content according to our Privacy Policy, except for data we are required to retain for legal or business purposes

16.4 No Refunds Upon Termination

If we terminate your Account for breach of these Terms, you forfeit any unused Subscription time and will not receive a refund.

17. Changes to These Terms

17.1 Right to Modify

We reserve the right to modify these Terms at any time, at our sole discretion. When we make changes:

  • We will update the "Last Updated" date at the top of these Terms
  • We will provide notice of material changes by:
    • Posting a notice within the Service
    • Sending an email to the address associated with your Account
    • Requiring you to accept the updated Terms before continuing to use the Service

17.2 Acceptance of Changes

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes.

If you do not agree to the updated Terms, you must stop using the Service and may cancel your Subscription. Cancellation will be effective at the end of the current billing period.

17.3 Materially Adverse Changes

If we make changes that materially reduce your rights or increase your obligations, we will provide at least 30 days' advance notice and allow you to cancel your Subscription before the changes take effect.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Manifest regarding the Service and supersede all prior agreements, understandings, and communications.

18.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.3 No Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Manifest.

18.4 Assignment

You may not assign or transfer these Terms or your Account to any third party without our prior written consent. We may assign these Terms or delegate our obligations without restriction, including to affiliates or in connection with a merger, acquisition, or sale of assets.

These Terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns.

18.5 Force Majeure

We are not liable for any delay or failure to perform obligations under these Terms due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, government actions, or third-party service failures.

18.6 Independent Contractors

The relationship between you and Manifest is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship.

18.7 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. Only you and Manifest (and Manifest Parties for indemnification and limitation of liability purposes) have rights under these Terms.

18.8 Export Compliance

You agree to comply with all applicable export and import control laws and regulations. You may not use the Service if you are located in a country subject to U.S. embargo or are on any U.S. government list of prohibited or restricted parties.

18.9 Government Users

If you are a U.S. government entity, the Service constitutes "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use is governed by these Terms.

18.10 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of conflict, the English version controls.

18.11 Notices

Notices to You: We may provide notices to you via email at the address associated with your Account, by posting on the Service, or by other reasonable means. You consent to receive electronic notices.

Notices to Us: You must send legal notices to:

Manifest Inc. 2260 Scottwood Ave Toledo, OH 43620 Email: support@thedoggurus.com

Notices are effective when received by the intended recipient.

18.12 Survival

The following provisions survive termination of these Terms: Sections 7.4-7.7 (AI Disclaimers), 9 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), and 18 (General Provisions).

18.13 Disclosures

Manifest Inc. is the provider of the Service. Our contact information:

Manifest Inc. Doing business as: The Dog Gurus 2260 Scottwood Ave Toledo, OH 43620 Website: https://www.thedoggurus.com Support: support@thedoggurus.com Privacy: support@thedoggurus.com Legal: support@thedoggurus.com

19. Contact Information

If you have questions about these Terms, please contact us:

Email: support@thedoggurus.com Support: support@thedoggurus.com Address: Manifest Inc., 2260 Scottwood Ave, Toledo, OH 43620

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.