Terms of Service

1) Eligibility and Authority

You must be at least 18 years of age or older to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity's behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

2) Accounts; Account Security; Electronic Communications

You will need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account, not share your account credentials, and promptly notify us if you discover or suspect that someone has accessed your account without your permission.

By creating a Manuia Capital account or submitting an application, you consent to receive electronic communications from Manuia Capital (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

3) Privacy

Please refer to our Privacy Policy (https://manuiacapital.com/privacy-policy) for information about how we collect, use and disclose information about you.

4) Our Services; License

Our Services may allow you and other users to create, post, store and share marketing, communications, or other content, including, but not limited to, email, text or SMS messages, photos, videos, software and other materials, and review or message boards (collectively, "Marketing Content"). Except for the license you grant below, you retain all rights in and to your Marketing Content, as between you and Manuia Capital. You grant Manuia Capital a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, adapt, publish, translate, distribute, and display your Marketing Content to the recipients or audience designated by you or otherwise in accordance with the settings you specify in the Services. As a part of the Services, we may view, copy, and internally use Marketing Content to help us train and improve the Services, including their functionality and effectiveness for you and your campaigns, as well as to assist us in detecting issues. You may not to create, post, store or share any Marketing Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above.

When using the Services, you may import data, including personally identifiable information, regarding your Contacts ("Contact Data"). We view and use Contact Data only to provide Services to you, at your direction and, as part of the Services, to train, detect issues with our Services, and to ensure their proper functioning. We do not disclose Contact Data to third parties, except as follows:

• We may share Contact Data with our third party service providers to provide our Services or administer the site.
• If any portion of Manuia Capital is sold, Contact Data may be part of the business assets we transfer. Contact Data also may be disclosed if Manuia Capital is considering or completes the financing, securitization, insuring, sale, assignment or other transfer of all or part of the company.
• We may disclose Contact Data as we reasonably believe is necessary to comply with any judicial or governmental subpoenas, warrants or orders.
• We reserve the right to use, disclose and share your information and Contact Data to investigate, prevent or take action with respect to any potential or actual fraud, illegal activities, circumstances which threaten the physical safety of any person, violations of these Terms of Service or as otherwise required by law.

5) Prohibited Conduct

5.1) Prohibited Activities on the Services.

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. When you access or use our Services, you will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Impersonate any person or entity, including without limitation, any Manuia Capital official, employee, or falsely state or otherwise misrepresent your affiliation with such a person or entity;
• Use or attempt to use another user's account without authorization from that user and Manuia Capital;
• Access the Services by any means other than through the standard industry-accepted or Manuia Capital-approved application program interfaces;
• Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Delete or revise any material, including Marketing Content, posted by another person or entity;
• Delete or modify any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

5.2) Compliance with Laws

You represent and warrant that your access to and use of the Services will comply with all applicable laws, rules and regulations, including but not limited to Export Control and Sanctions Laws and those that relate to privacy and data protection and to the sending of electronic communications. You further represent and warrant that you have a lawful basis for processing and sending Marketing Content and communications to your customers, business contacts or followers who consent to receiving marketing messages from you or on your behalf ("Contacts"), whether through legally appropriate consents or otherwise. You will not provide Manuia Capital or upload to the Services, or take any actions with respect to, any Marketing Content or Contact Data for which you do not have a lawful basis for processing, permissions or consents in accordance with applicable data protection laws. You (and not Manuia Capital) are responsible for ensuring that you meet all notice and consent obligations for sending communications to individuals in the jurisdictions where they reside. You are solely responsible for determining whether our Services are suitable for use in light of any laws and regulations that govern your entity, industry, or relationship with your own Contacts, including but not limited to consumer protection, privacy, advertising, intellectual property or other laws. You may not use our Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

6) Limited License; Copyright and Trademark

Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the "Manuia Capital Content") are owned by or licensed to Manuia Capital and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Manuia Capital and our licensors reserve all rights in and to our Services and the Manuia Capital Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Manuia Capital Content for (i) your own personal use or (ii) if you are a business or organization, to communicate about your business or organization with your Contacts. However, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or Manuia Capital Content; (b) copy, reproduce, distribute, publicly perform or publicly display Manuia Capital Content, except as expressly permitted by us or our licensors; (c) modify the Manuia Capital Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Manuia Capital Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Manuia Capital Content other than for their intended purposes. Any use of our Services or Manuia Capital Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

7) Third Party Content and Services

We may display content, advertisements and promotions from third parties through the Services ("Third Party Content"). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties.

We may also provide you with access to certain services, features or functionality offered by a third party in connection with the Services. Use of any such services, features or functionality will be subject to separate terms of service between you and such third party, and not these Terms. The third party provider, and not Manuia Capital, will be solely responsible for providing you with such services, features or functionality.

8) Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Manuia Capital or our products or Services (collectively, "Feedback"), is non-confidential and will become the sole property of Manuia Capital. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9) Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Manuia Capital, our parent, subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Manuia Capital Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your Marketing Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) or (e) your conduct in connection with our Services. You agree to promptly notify Manuia Capital Parties of any third party Claims, cooperate with Manuia Capital Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that Manuia Capital Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Manuia Capital or the other Manuia Capital Parties.

10) Disclaimers

WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY MARKETING CONTENT, THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES MADE AVAILABLE ON OR LINKED TO BY OUR SERVICES. YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, MANUIA CAPITAL DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE MANUIA CAPITAL ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. AS BETWEEN YOU AND MANUIA CAPITAL, YOU WILL BE SOLELY RESPONSIBLE FOR RESPONDING TO AND HONORING ALL REQUESTS RELATING TO THE RIGHTS OF YOUR CONTACTS AND THEIR PERSONAL DATA PURSUANT TO AND IN ACCORDANCE WITH APPLICABLE DATA PROTECTION LAWS.

11) Limitation of Liability

MANUIA CAPITAL AND THE OTHER MANUIA CAPITAL PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF MANUIA CAPITAL OR THE OTHER MANUIA CAPITAL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF MANUIA CAPITAL AND THE OTHER MANUIA CAPITAL PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF MANUIA CAPITAL OR THE OTHER MANUIA CAPITAL PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12) Release

To the fullest extent permitted by applicable law, you release Manuia Capital and the other Manuia Capital Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

13) Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Manuia Capital and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Manuia Capital seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Manuia Capital seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Manuia Capital waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in California in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Manuia Capital agree that any dispute arising out of or related to these Terms or our Services is personal to you and Manuia Capital and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

14) Governing Law and Venue

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of State of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Diego County, California.

15) Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the "Last Updated" date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

16) Miscellaneous

These Terms constitute the entire agreement between you and Manuia Capital relating to your access to and use of our Services. Any additional or different terms proposed by you in any purchase order, request for proposal or other document are hereby objected to by Manuia Capital and shall be void. The failure of Manuia Capital to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. This Agreement may not be assigned or transferred by you except with our prior written consent. These Terms may be executed and delivered electronically and in one or more counterparts, each of which shall, when taken together, constitute a single document.

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