These Terms of Service (“Terms”) govern your (“Customer”) use of the services provided by Mantle RevOps Inc. (“Mantle”, “We”, “Us”, “Our”), located at 424 Warmstone Drive, Ottawa, Ontario, K2S0W2; Email: [email protected]; Contact Number: 613-866-4931.

1. Acceptance of Terms

By creating an account with us, you accept these Terms and the Mantle Privacy Policy available at heymantle.com/privacy (the “Privacy Policy”). If you do not agree with these Terms or the Privacy Policy, you must discontinue the use of our service immediately.

2. Description of Service

Mantle provides a platform for Ecommerce Software as a Service (ESA) applications, aiding in the implementation of billing solutions, managing subscriptions, creating and managing partnerships, and offering a number of other features to aid in the operations of ESAs.

3. Changes to Terms

We reserve the right to modify or revise these Terms at any time. We will use reasonable efforts to notify you of any substantial changes. Your continued use of our services after those changes become effective constitutes your agreement to be bound by the revised Terms.

4. Account Responsibility

You are responsible for maintaining the confidentiality of your account, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account.

5. Mantle’s Obligations

Mantle agrees to and warrants that it shall:

1. Process Personal Data disclosed to it by Customer only on behalf of and in accordance with the Instructions of Customer and any applicable Data Processing Agreement as entered into between the Parties, unless Mantle is otherwise required by Applicable Law.
2. Ensure that any person authorized by Mantle to process Personal Data in the context of the services is subject to a duly enforceable contractual or statutory confidentiality obligation, and only processes Personal Data as necessary to provide the Services.
3. Notify Customer immediately in writing of any subpoena or other judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Personal Data. Customer shall have the right to defend such action in lieu of and on behalf of Mantle. Customer may, if it so chooses, seek a protective order. Mantle shall reasonably cooperate with Customer in such defense;
4. Provide assistance to Customer in complying with Customer’s obligations relating to the security of Personal Data, data protection impact assessments, and prior consultations with supervisory authorities, taking into account the nature of processing and the information available to Mantle;
5. Maintain internal record(s) of processing activities, copies of which shall be provided to Customer by Mantle or to supervisory authorities upon request; and
6. Inform Customer about any actions of a data protection authority against Mantle that could affect Customer’s Personal Data unless such notification is prohibited by Applicable Law.

6. Privacy and Data Handling

We will handle your data in accordance with our Privacy Policy, which is incorporated by reference into these Terms. By using our services, you consent to such processing and you warrant that all data provided by you is accurate.

Mantle will treat customer data confidentially. We will not share your data with other ESAs without explicit agreement for partnerships. ESA customer data will be used solely for the purpose of enabling Mantle services.

As for the data of your own customers (merchants), we will handle and store this data securely, but it is your responsibility to gain appropriate consent from your customers for data use and processing where necessary. Data shared through partnerships must comply with respective data protection laws.

7. Intellectual Property

All content provided by Mantle, including but not limited to text, design, graphics, logos, and code, is owned by or licensed to Mantle, and is protected by copyright and other intellectual property rights.

8. License Grant

Commercial License. Subject to acceptance of these Terms and payment of the applicable fees, Mantle hereby grants Customer a non-exclusive, non-transferable internal license to use and access the user interface for the purpose of using the service during the Term.

License Restrictions. All software provided is licensed; not sold. You shall use the services solely as contemplated in these Terms and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the service or any code available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, copy, re-use, re-create or create derivative works based on the service or any software or code (whether compiled, object code, source code or otherwise) provided to you except to the extent expressly agreed upon in writing by Mantle or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the services (c) access or use the services or any code in order to (i) build a competitive product or services; or (ii) copy any ideas, features, functions or graphics of the service.

9. Beta Participation

During certain periods, Mantle may offer beta testing programs (“Beta Program”) for new features or services. Participation in the Beta Program is subject to the terms and conditions of the Beta Agreement. By joining the Beta Program, you agree to be bound by the Beta Agreement in addition to these Terms of Service.

10. Beta Feedback

As a participant in the Beta Program, you agree to provide feedback, suggestions, bug reports, and any other information related to the beta-tested features or services as required by Mantle.

11. Beta Program Changes

Mantle reserves the right to modify, suspend, or terminate the Beta Program at any time without prior notice. We may also modify the terms of the Beta Agreement as deemed necessary.

12. Termination of Beta Participation

Mantle may, at its sole discretion, suspend or terminate your participation in the Beta Program at any time, with or without cause, with or without notice.

13. Acknowledgment

You acknowledge that beta features or services may contain bugs, errors, or other defects, and the use of beta features or services is at your own risk. Mantle makes no warranties or representations regarding the beta features or services.

14. Customer Restrictions on Use of the Services & Obligations.

You shall not (a) use, or permit the use of, the services for an illegal purpose, criminal offence, intellectual property infringement, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations; (b) resell, decompile, remarket, transfer or share the services or receive any charge or other benefit for the use of the services; attempt to bypass Mantle’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any services or facilities; or (c) remove any proprietary notices, labels, or marks from the Mantle technology or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You.

You will at any and all times meet your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the services in your country, including applicable rules that govern the export or import of software and laws relating to collection and use of personal information. You agree to use the services solely for lawful purposes only. In this respect you may not, without limitation (i) use the services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the services, (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or internet connection of Mantle or any third party through your use of the service.

15. Term and Payment.

Your access to and use of the Mantle services is subject to Your payment of the applicable fees due for the Services selected by You (“Fees”) set out on the Website and all other applicable amounts, charges and taxes indicated to You when You purchase the Mantle services (or otherwise notified to You by Mantle from time to time) when you use the Mantle service or noted on and viewable in Your account profile. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately using the credit card on file for You. Receipts for purchased Mantle services will be delivered to You electronically. You shall: (i) keep the billing, credit card and payment information You provide to Mantle or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; otherwise, we may suspend the Services; (ii) promptly advise Mantle if Your credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Your failure to pay any Fees billed to You by Mantle caused by Your failure to provide Mantle with up to date billing information. To offset its additional processing costs, Mantle may charge You for administrative charges as set from time to time for administrative or account activities including: collection efforts due to non-payment or having a balance over Your credit limit; returned or rejected payments; or changes in personal identifier information. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You shall pay all such charges.

Any fees for Mantle services are purchased for subscription terms as indicated on our website and confirmed via the applicable email correspondence. Payment for the specific period being due and payable in advance. There are no charges for set-up or basic support.

16. Third Party Software & Services.

The technology underlying the service may incorporate and embed software and other technology owned and controlled by third parties, including but not limited to Stripe. Any such third party software or technology that is incorporated in the Mantle technology falls under the scope of these Terms. For further information about third party Sub-processors of any personal information processed through the Service, please see the Mantle Privacy Policy.

17. Feedback

Mantle shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the services.

18. LIMITATION OF LIABILITY & DISCLAIMER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (WHETHER ARISING FROM THIS AGREEMENT, RELATED TO THE SOFTWARE, OR TO ANY SERVICES PROVIDED TO YOU BY MANTLE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS)) FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT THE AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE INCIDENT.

THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF MANTLE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO ANY SERVICES PROVIDED TO YOU BY MANTLE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) IN RELATION TO THE SERVICES, EXCEED THE FEES PAID BY YOU TO MANTLE FOR THE SERVICES COMPONENT GIVING RISE TO THE CLAIM. THE MANTLE SERVICE AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS.” MANTLE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. MANTLE DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND MANTLE SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. MANTLE WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.

19. Indemnification

Customer Indemnity. You agree on demand to indemnify, defend and hold Mantle, its affiliates and Mantle staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of your (a) violation or breach of any of these Terms or any applicable law or regulation, whether or not referenced herein, (b) violation of any rights of any third party, (c) misuse of the services, or (d) violation or breach of any law, regulation or guideline. The provisions of Section 13 (Limitation of Liability) apply to this Section 14.

Mantle Indemnity. Mantle shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such claim; provided, that you (a) promptly give Mantle written notice of the claim; (b) give Mantle sole control of the defense and settlement of the claim; and (c) provide to Mantle all reasonable assistance, at Mantle ‘s expense.

20. International Data Transfer

Unless otherwise agreed by the Parties, we may transfer information that we collect about you, including personal information, to affiliated entities, or to other third parties (as provided herein) across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from Canadian or U.S. law, please note that you are transferring information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to the transfer of information to the U.S. and the use and disclosure of information about you, including personal information, as described in this Privacy Policy.

If you or any User (as defined in the Data Processing Addendum available at heymantle.com/dpa, the “DPA”) are located in the European Union or United Kingdom, you should print out the DPA, sign and request for signature of the DPA from Mantle.

21. Data Security

Mantle shall develop, maintain, and implement data security practices (together, the “Security Policies”) that comply with applicable law and good industry practice. Mantle’s Security Policies include appropriate administrative, technical, physical, organizational, and operational safeguards and other security measures designed to (i) ensure the security and confidentiality of Personal Data; and (ii) reasonably protect against any anticipated threats or hazards to the security and integrity of Personal Data.

Mantle shall promptly: (i) on written request of Customer return to Customer, or its designee, if so requested during such period, or if not so requested within 90 days of termination, securely destroy or render unreadable or undecipherable, each and every original and copy in every media of all Personal Data in Mantle’s possession, custody, or control. In the event applicable law does not permit Mantle to comply with the delivery or destruction of the Personal Data, Mantle warrants that it shall ensure the confidentiality of the Personal Data and that it shall not use or disclose any Personal Data after termination of these Terns. It is acknowledged that deletions may result in Mantle being unable to perform all or part of the services, and may result in additional costs to you where multiple requests for deletions impact on the delivery of the service.

22. California Consumer Privacy Act of 2018 (“CCPA”)

For purposes of these Terms, Mantle is a “Service Provider” as defined in CCPA Section 1798.140(v). Customer discloses Personal Data to Mantle (or facilitates such disclosure by Customer’s users) solely for (a) a valid business purpose as defined in the CCPA and (b) to facilitate Mantle’s performance of the Services.

In connection with its processing of Personal Data as described in these Terms, Mantle shall not (a) sell any Personal Data; or (b) retain, use, or disclose Personal Data for a commercial purpose other than providing the Services as provided under these Terms, or as otherwise permitted by the CCPA; and (c) Mantle certifies that it understands and will comply with the restrictions described in this Section.

23. Transfers

Mantle reserves the right to transfer these terms and information (including Personal Data) to a third party in the event of a sale, merger, liquidation, receivership, or transfer of all or substantially all of the assets of Mantle’s business provided that the third party agrees to adhere to Mantle’s terms relating to Personal Data and provided that the third party only uses Personal Data for the purposes that it has been provided to Mantle. The Customer will be notified in the event of any such transfer.

24. Termination

We reserve the right to suspend or terminate your access to our services at any time, with or without cause, with or without notice, effective immediately.

25. Assignment

You are not allowed to assign these Terms or any rights hereunder without the prior written consent of Mantle.

26. Governing Law

These terms shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of your current state or country of residence. All disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

Questions

If you have any questions or concerns about this policy, please contact:

Mantle RevOps Inc.
424 Warmstone Drive
Ottawa, Ontario
K2S 0W2
Canada

[email protected]

This Policy is effective as of November 1st, 2023 and supersedes any previous versions.