The following terms and conditions govern all use of the ManaKeep.com website and all content, services and products available at or through the website, (taken together, the “Service”). The Service is owned and operated by ManaKeep (“ManaKeep”), a division of Shivtr [http://shivtr.com] (“Shivtr”). The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, ManaKeep's Privacy Policy) and procedures that may be published from time to time on this site by ManaKeep (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use the Service. If these terms and conditions are considered an offer by ManaKeep, acceptance is expressly limited to these terms. The Service is available only to individuals who are 18 years or older, or at least the age of majority in the jurisdiction where you reside or from which you use this Service.

Your ManaKeep Account

If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account. You must immediately notify ManaKeep of any unauthorized uses of your account or any other breaches of security. ManaKeep will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Contributors

If you operate a site, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

  • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
  • your site is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; and
  • your site is not named in a manner that misleads your visitors into thinking that you are another person or company. For example, your site’s URL or name is not the name of a person other than yourself or company other than your own.

By submitting Content to the Website, you grant ManaKeep a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting the Content and/or your site.

Without limiting any of those representations or warranties, ManaKeep has the right (though not the obligation) to, in ManaKeep’s sole discretion (i) refuse or remove any content that, in ManaKeep’s reasonable opinion, violates any ManaKeep policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in ManaKeep’s sole discretion. ManaKeep will have no obligation to provide a refund of any amounts previously paid.

Payments

By signing up for a subscription, you agree to pay ManaKeep the applicable subscription fees. Unless you notify us before the end of your subscription period that you wish to cancel, your subscription will renew automatically. You authorize us to charge any then-applicable fees to your credit card or other payment method we have on file for you.

Cancellation

You are solely responsible for properly cancelling your subscription. You can cancel your subscription at any time by logging in to ManaKeep.com and going to the billing section of your admin panel. An email or phone request to cancel your subscription is not considered cancellation. Your cancellation will take effect at the end of your subscription period and you will not be charged again.

Refund Policy

We want you to love everything you do at ManaKeep, so we're happy to refund payments you have made within 30 days of purchase. To request a refund, please email us at support@manakeep.com.

Limitations on Automated Use

You may not, without express prior written permission, do any of the following while accessing or using the Services: (i) tamper with, or use non-public areas of the Services, or the computer or delivery systems of ManaKeep and/or its service providers; (ii) probe, scan, or test any system or network (particularly for vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures; (iii) use the Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or email headers; or (iv) interfere with, or disrupt, (or attempt to do so), the access of any Subscriber, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services, or by scripted use of the Services in such a manner as to interfere with or create an undue burden on the Services.

Responsibility of Visitors

ManaKeep has not reviewed, and cannot review, all of the material, including computer software, posted to the Service, and cannot therefore be responsible for that material’s content, use or effects. By operating the Service, ManaKeep does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. ManaKeep disclaims any responsibility for any harm resulting from the use by visitors of the Service, or from any downloading by those visitors of content there posted.

Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which ManaKeep.com links, and that link to ManaKeep.com. ManaKeep does not have any control over those non-ManaKeep websites and webpages, and is not responsible for their contents or their use. By linking to a non-ManaKeep website or webpage, ManaKeep does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. ManaKeep disclaims any responsibility for any harm resulting from your use of non-ManaKeep websites and webpages.

Copyright Infringement

As ManaKeep asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by ManaKeep.com violates your copyright, you are encouraged to notify ManaKeep in accordance with ManaKeep’s Copyright Policy. ManaKeep will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. ManaKeep will terminate a visitor’s access to and use of the Service if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of ManaKeep or others. In the case of such termination, ManaKeep will have no obligation to provide a refund of any amounts previously paid to ManaKeep.

Intellectual Property

This Agreement does not transfer from ManaKeep to you any ManaKeep or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with ManaKeep. ManaKeep, ManaKeep.com, the ManaKeep.com logo, and all other trademarks, service marks, graphics and logos used in connection with ManaKeep.com, or the Service are trademarks or registered trademarks of ManaKeep or ManaKeep’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any ManaKeep or third-party trademarks.

Changes

ManaKeep reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. ManaKeep may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination

ManaKeep may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your ManaKeep.com account (if you have one), you may simply discontinue using the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

The Service is provided “as is”. ManaKeep and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither ManaKeep nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Service at your own discretion and risk.

Limitation of Liability

In no event will ManaKeep, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ManaKeep under this agreement during the twelve (12) month period prior to the cause of action. ManaKeep shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that (i) your use of the Service will be in strict accordance with the ManaKeep Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless ManaKeep, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between ManaKeep and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of ManaKeep, or by the posting by ManaKeep of a revised version. This Agreement, and any access to or use of our Service will be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with this Agreement or the use of our Service. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; ManaKeep may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.