Ethos Multiverse Inc. (“Ethos”) provides a subscription (the “Subscription”) service that allows entities, companies, organizations, brands and parties (the “Brand”) to use the Ethos Platform to establish and manage loyalty and customer engagement programs.

These Terms of Service), together with any applicable addendums and any documents incorporated by reference, (together the “Terms”) is entered into between Ethos and the Brand, each a “Party” and together the “Parties”. You represent and expressly agree that you have authority to bind the Brand to the terms hereof. By using the Ethos Platform in any capacity or by clicking “I agree” or similar box or button that may indicate acceptance, you acknowledge that you have read these Terms in totality and that the Brand agrees to be bound to and comply with all of the terms and conditions hereof.  

1.    DEFINITIONS

In these Terms, the words and phrases set forth below will have the following meanings:

a)   “Applicable Laws” means all Canadian, and, if applicable, international laws, regulations, national instruments, staff notices, multilateral instruments, directives, ordinances and judicial or administrative decisions that are relevant and applicable to the Parties' obligations under these Terms. This includes, but is not limited to, laws pertaining to intellectual property, consumer protection, privacy, data security and electronic transactions.

b)   “Benefits” means all binding obligations of the Brand as may be offered by the Brand and at the discretion of the Brand to Users who may have enrolled in a relevant Membership and that the Brand has the sole responsibility to perform, fulfil and fully provide to such Users, at Brand’s sole cost, and in accordance with the terms and conditions established solely by the Brand. A description of each obligation may be set out in the in the Ethos Platform or otherwise communicated to User by the Brand. Types of Benefits may include but are not limited to discounts on Brand products or services, special offers, gift cards, membership points, loyalty tier / status, access to purchase certain products or services, access to view certain media, invitation to events, memberships in clubs or organizations, access to contests and the fulfilment of prizes awarded therein, access to participate in polls and surveys and any other obligations, services, products, representations or benefits offered by the Brand for the benefit of any and all Users who may have enrolled in a relevant Membership.

c)   “Brand” has the meaning ascribed to it in the opening paragraph above.

d)   “Brand Account” means the Brand’s account within the Ethos Platform.

e)   “Brand Inputs” means any digital images, files, content, code, assets, artworks, visual works, text, audiovisual works, animations, audio works, photographs, 3D works, GIFS, data files or any other input or form of content provided by the Brand to Ethos through any means whatsoever, including but not limited to as input into the Ethos Platform by the Brand or as uploaded into the Ethos Platform by the Brand, which may be made available, referenced, reproduced or otherwise utilised or visible within a) the Ethos Platform, b) the Brand Account, c) the User accounts or d) any other online properties. For clarity, Brand Inputs shall include any messages created, posted or edited by the Brand within Groups and all text, data and other content provided therein.

f)   “Brand Marks” means the logos, trademarks, taglines and / or other means of designation of the Brand and all Brand images, content, fonts, colours, styles provided by the Brand to Ethos or uploaded to the Ethos Platform.

g)   “Confidential Information” has the meaning ascribed to it in section 12.

h)   “Ethos” means Ethos Multiverse Inc.

i)   “Ethos Materials” has the meaning ascribed to it in section 7.
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j)   “Ethos Platform” means the platform, databases, back office, processes, systems, domains, APIs, applications, subroutines, web services, subdomains, technologies, software and websites developed, utilized or upheld by Ethos.
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k)   “Fees” has the meaning ascribed to it in section 9.

l)   “Groups” means a messaging feature which may be available to be enabled by the Brand within the Ethos Platform to enable direct messaging between and among the Brand, Users and Ethos.
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m)   “Inappropriate Messages” has the meaning ascribed to it in section 2.
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n)   “Limited Licence” means the limited, worldwide, non-assignable, non-sublicensable, royalty-free licence granted by the Brand to Users, the terms and conditions of which as set out in section 4.
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o)   “Membership” means a loyalty or customer engagement membership offered by the Brand to Users which conveys the Limited Licence and which may reference certain information including the Brand Inputs and the Benefits.

p)   “Parties” means the Brand and Ethos Multiverse Inc.

q)   “Subscription” has the meaning ascribed to it in the opening paragraph above.

r)   "Terms" has the meaning ascribed to it in the opening paragraph above.
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s)   “User” or “Users” means the individual or entity who is a user of the Ethos Platform or who may enrol in a Membership through the Ethos Platform.

2. BRAND OBLIGATIONS

The Brand agrees to perform the following obligations:

a)   Provide a prominent link to the Ethos Platform on the Brand’s website.
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b)   Upload Brand Inputs into the Ethos Platform or otherwise provide or make available Brand Inputs to Ethos;

c)   Be solely responsible for all costs, including direct and indirect costs, involved in the design, manufacturing, licensing and creation of Brand Inputs, if any, and including all other costs attributable to Brand Inputs.
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d)   Upload Brand Marks into the Ethos Platform or otherwise provide or make available Brand Marks to Ethos.

e)   Perform, administer and fully provide and fulfil, at the Brand’s sole cost, the Benefits in a manner that is compliant with all relevant laws and legislation, professionally competent and timely manner including all obligations to levy, collect and remit taxes relating to any activities performed or rendered as part of or in association with the Benefits. The Benefits, including all User support and User administration (including the provision of and compliance with appropriate terms, conditions, rules and other information or documentation) relating to the Benefits, shall be performed solely by the Brand and the Brand’s assigned representatives, if any, at the Brand’s sole cost. Ethos shall not be responsible at any time in any manner for the Benefits or for any cost, obligation, representation or action associated or related in any way therewith. Ethos shall not provide User support relating to any of the Benefits or any associated activities, events, rewards or prizes. If contests are initiated by the Brand as a type of Benefit, fulfil at the Brands sole cost awarded prizes in a manner consistent with the description of the prizes as set out in the relevant contest rules, ship or otherwise provide awarded prizes to contest winners within a reasonable timeframe and at Brand’s sole cost, provide appropriate contest rules or appropriate edits to contest rules, be bound to the contest rules for each contest, accept and not challenge any selected entrant or winner as may be determined by Ethos, comply at all times with all relevant laws and legislation, comply at all times with all intellectual property laws including any requirements of any suppliers of prizes or other parties involved in any manner in the administration of any contests, provide and clearly communicate a hyperlink to the enforceable contest rules at all times when referring to, advertising, or promoting any contest in any manner, provide and clearly communicate the full text of the enforceable contest rules when referring to, advertising, or promoting any contest in any manner when the use of a hyperlink is not feasible and treat all information obtained from all entrants, selected entrants and winners, including all personal information, in accordance with the Brand’s privacy policies. Brand acknowledges and accepts that Ethos may, in its sole discretion, limit the value of contest prizes available, limit or otherwise restrict the nature of contest prizes available, limit or otherwise restrict the participating regions (including countries and states) and otherwise limit, restrict or change any other aspects of contests or the administration of contests.

f)   Grant the Limited Licence to Users who may have enrolled in a Membership and uphold, at the Brand’s sole cost, all obligations of the Limited Licence at all times during which Users are enrolled in Memberships.
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g)   Grant all licences to Ethos as set out and described in section 7 and uphold, at the Brand’s sole cost, all obligations of such licences at all times.
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h)   At all times utilize appropriate industry recognized security protocols for the Brand’s use of the Ethos Platform. Such protocols must be at least as robust at those security standards used by the Brand for its most sensitive and secure operations and must include, but are not limited to, safeguarding of login credentials, restriction of hardware access (including encryption) and maintenance of hardware and firmware. The Brand hereby agrees to immediately notify Ethos in writing of any security event observed by or experienced by the Brand that may compromise the Brands use of the Ethos Platform.
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i)   Uphold and diligently fulfil all other obligations as set out in these Terms.

The Brand acknowledges and accepts that the terms, conditions and rules (including contest rules) applicable to any of the Benefits as well as other general information relevant to the business relationship between the Brand and the Users shall be established, issued and communicated by the Brand and shall be the applicable and binding terms between the Brand and the User relating to the Benefits. Ethos shall not be responsible for such terms and Ethos shall not be a party to such terms in any capacity. The Ethos Platform may generate generic terms, conditions and rules relating to the Benefits as well as other general information. SUCH GENERIC INFORMATION IS GENERATIVE AND EXPERIMENTAL AND IS DISPLAYED ON OR AVAILABLE ON THE ETHOS PLATFORM SOLELY AS A CONVENIENCE. SUCH GENERIC INFORMATION IS NOT AND SHALL NOT IN ANY WAY BE CONSIDERED TO BE OR CONSTRUED TO BE A) A FINAL LEGAL AGREEMENT, OR B) ANY FORM OF LEGAL MATERIAL, LEGAL ADVICE OR LEGAL COUNSEL. THE BRAND ACKNOWLEDGES THAT SUCH GENERIC INFORMATION MAY BE INAPPROAPATE AND IRRELEVANT FOR THE BRAND TO USE OR TO REFERENCE IN ANY WAY. THE BRAND AGREES TO OBTAIN APPROPRIATE PROFESSIONAL LEGAL ADVICE RELATING TO THE CREATION, DEVELOPMENT AND COMMUNICATION OF ALL TERMS, CONDITIONS AND RULES RELATING TO THE BENEFITS AND ALL OTHER REQUIRED INFORMATION THE BRAND DEEMS TO BE PRUDENT OR REQUIRED TO COMMUNICATE TO USERS IRRESPECTIVE OF ANY GENERIC INFORMATION DISPLAYED ON OR AVAILABLE ON THE ETHOS PLATFORM. THE BRAND ACKNOWLEDGES AND ACCEPTS THAT THE BRAND IS SOLEY RESPONSIBLE TO ENSURE THE BENEFITS OFFERED OR PROVIDED TO USERS, INCLUDING ALL TERMS, CONDITIONS, RULES AND ALL OTHER INFORMATION VISIBLE BY OR AVAILABLE TO USERS RELATING TO THE BENEFITS, ARE LEGAL AND COMPLIANT WITH ALL RELEVANT LAWS AND LEGISLATION. ETHOS IN NO WAY SHALL BE RESPONSIBLE FOR ANY MATERIALS OR INFORMATION AT ANY TIME DISPLAYED ON OR AVAILABLE ON THE ETHOS PLATFORM OR LIABLE TO THE BRAND OR ANY OTHER PARTY FOR ANY LIABILITY, CLAIM OR LOSS OF ANY MANNER RELATING IN ANY WAY TO THE BRANDS USE OF OR RELIANCE ON ANY INFORMATION DISPLAYED ON OR AVAILABLE ON THE ETHOS PLATFORM. Prior to the Brand offering to Users any Benefits, the Brand is solely responsible to a) create and provide to Ethos all terms, conditions and rules relevant to the Benefits and all other information that the Brand deems to be prudent or required to communicate to Users based on sound legal advice relevant to the circumstances of the Brand, b) edit, or provide Ethos with any edits, to all terms, conditions and rules relevant to the Benefits and all other information that may be displayed within the Ethos Platform, c) supplement, create and effectively communicate to Users any additional terms, conditions and rules relevant to the Benefits and any other general information the Brand deems to be legally required or desirable and d) monitor and regularly review the Ethos Platform to ensure that any terms, conditions or rules relating to the Benefits, as well as all other general information, as may be displayed within the Ethos Platform are accurate, lawfully compliant and appropriate to the circumstances of the Brand.

The Brand acknowledges that the Ethos Platform may require certain information to perform certain functions including but not limited to activation and maintenance of points and tiers thresholds for Users. Such information may include information relating to a) customers of the Brand and b) sales transactions between the Brand and such customers of the Brand. The Brand hereby agrees to provide such information and access to such information to Ethos in the manner agreed between the Parties, which may include application, third party application, API, data files or other methods. The Brand represents that the Brand has appropriate consents and permissions from such customers to provide such information to Ethos in a lawful manner and the Brand hereby grants permission to Ethos to use any information provided to Ethos as required by the Ethos Platform and in connection with the operation of the Ethos Platform including the sharing of any information with third-party connections or services as required by the Ethos Platform.

If the Brand has enabled the Groups feature within the Ethos Platform, the Brand is responsible at all times to actively monitor all User communications and messages within Groups (for clarity such monitoring shall include all messages, and including all files, attachments, images or other data files attached or otherwise associated with such messages, including messages between Users and messages between Users and the Brand). The Brand acknowledges that the Brand shall have edit rights to all messages and is solely responsible to delete any and all messages in a timely manner that are or could be construed or suspected to a) be offensive, vulgar, inappropriate, disrespectful, derogatory, unfair, immoral, unfounded, indecent, false or distasteful b) not uphold or reflect the values or views of the Brand or Ethos c) violate any intellectual property rights or any other laws, d) insulting, derogatory or insensitive in any manner to any human beings, or e) contain or reference potentially harmful or malicious data or files of any kind (“Inappropriate Messages”). The Brand shall notify Ethos in writing should any Users that may warrant the suspension or deletion of their accounts based on such Users activity and behaviour. Ethos reserves the right to edit or delete any messages, including any messages created, posted or edited by any User or by the Brand, including all files, attachments, images or other data files attached or otherwise associated with such messages, at any time in its sole discretion. The Brand agrees that all messages created, posted or edited by the Brand, and all content contained therein, shall be appropriate, respectful, truthful and professional and shall not be construed in any way to be Inappropriate Messages in whole or in part.

The Brand is responsible for all actions initiated or transacted within the Ethos Platform using the Brands credentials, whether or not such credentials were used unintentionally, obtained fraudulently or in error.

3.   BRAND REPRESENTATIONS

The Brand hereby represents:

a)   Brand Inputs are original content created  / generated by the Brand or otherwise lawfully authorized for use by the Brand and are free from any legal encumbrances or restrictions that might impede their lawful use in any capacity or intended capacity associated with these Terms. To the extent Brand Inputs contain unoriginal content that was not generated by the Brand or created by the Brand, the Brand has lawful permission and relevant licences to use such content in any capacity or intended capacity associated with these Terms. The display, promotion, reproduction or use in any capacity of Brand Inputs within the Ethos Platform and any other use of Brand Inputs in any way associated with these Terms and the User Terms of Use does not violate any agreement, contract, right, or obligation owed to any third-party and does not infringe upon the rights of any third party, including intellectual property, privacy and publicity rights.
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b)   Brand Inputs, and any associated data or content, do not contain harmful code or elements that could adversely affect the functionality or security of the Ethos Platform or the security of Users.
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c)   The Benefits are free from any legal encumbrances or restrictions that might impede their lawful offer by the Brand and provision by the Brand in a manner consistent with the reasonable expectations of Users or affect the ability for Users to use, consume or enjoy the Benefits in any capacity. The Benefits do not in any way violate any law, agreement, contract, right, or obligation owed to any third-party and do not infringe upon the rights of any third party, including intellectual property, privacy and publicity rights. The Brand has lawful permission to use in any capacity all content, products and services included within or associated with the offer, promotion and fulfilment of the Benefits.

d)   Memberships are primarily for the Brand’s marketing objectives and related purposes, aimed at enhancing the Brand’s brand awareness, customer engagement and customer loyalty with Users.
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e)   The Brand has taken adequate measures to protect the security and confidentiality of User data, including personal data, and the Brand complies with applicable privacy and data protection laws ensuring the safe use, management, storage and safeguarding of such data.
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f)   The Brand is solvent and not aware of any circumstances that could lead to its insolvency, ensuring its continued ability to fulfill its obligations under these Terms.
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g)   The Brand is compliant with any Applicable Laws and the Brand’s adherence with these Terms does not conflict with or render the Brand in default of any Applicable Laws.

The Brand acknowledges that any Brand Inputs may be altered, edited, deleted or replaced at any time and at the sole discretion of Ethos. The Ethos Platform may render the appearance of some Brand Inputs different than the original versions. Brand acknowledges and agrees that any alterations or alternative renderings of the Brand Inputs by the Ethos Platform shall not negate or reduce any of the Brands intellectual property representations or any other obligations or representations of or associated with these Terms.

4.   LIMITED LICENCE GRANTED TO USERS BY THE BRAND

The enrollment of Users in a Membership shall represent the granting of a Limited Licence to such Users directly by the Brand. The Limited Licence shall be an agreement directly between the Brand and the relevant User, for clarity Ethos shall not be a party to the Limited Licence. The Brand acknowledges and agrees that the Limited Licence granted by the Brand associated with all Memberships shall include the following terms and conditions:

a)   The Limited Licence shall be a limited, worldwide, non-assignable, non-sublicensable, royalty-free, licence granted by the Brand to the User who may have enrolled in a Membership.
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b)   The User shall have the right to display and use the Brand Inputs and the Brand Marks for reasonable purposes associated with the use of the User account, the Membership and the Benefits.
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c)   The User shall have the right to participate in the Benefits offered by the Brand or available from the Brand in accordance with any terms and conditions applicable to the Benefits as established by the Brand and as made available to Users or otherwise communicated by the Brand to Users.

The Limited Licence does not allow or otherwise grant any right for any party to make commercial use of Brand Inputs including but not limited to a) selling copies or editions of Brand Inputs, b) selling access to Brand Inputs, c) licencing Brand Inputs, d) leasing Brand Inputs, e) selling derivative works embodying Brand Inputs or based on Brand Inputs, or f) otherwise commercially exploiting or deriving commercial value from Brand Inputs.
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The Limited Licence shall be issued by the Brand to Users upon enrollment of the User in a Membership and shall be terminated by the Brand upon the cancellation, suspension, termination or deletion of the Membership.

5.   DIRECT TRANSACTIONS BETWEEN THE BRAND AND THE USER

The Brand acknowledges and agrees that certain activities contemplated by these Terms or as otherwise set out in these Terms constitute a business relationship and transaction directly between the Brand and the User and that such transactions are subject to terms, conditions and other policies issued at the sole discretion of the Brand or as otherwise established between the Brand and the User. For clarity, Ethos shall not be a party to such direct transactions between the Brand and the User and Ethos shall not be implicated in any way with such transactions or liable for any claims from any parties resulting from any such transactions.

6.   INTELLECTUAL PROPERTY

The Brand represents and warrants to Ethos that the Brand has all the required legal rights including all intellectual property rights and permissions relating to the use of Brand Inputs and the use of the Brand Marks as contemplated or as set out in these Terms. The Brand hereby acknowledges, understands, and agrees that providing Brand Inputs to Ethos in any capacity constitutes an express, affirmative and irrevocable grant of the Limited Licence rights of Brand Inputs by the Brand to any User upon enrollment of a User in a Membership.

The Brand represents and warrants to Ethos that the Brand has all legal rights, title, and interests in all intellectual property rights relating in any way to the Benefits, including the performance or provision of the Benefits or of any ancillary or related actions performed or provided by the Brand in any way related to the Benefits. In addition, the Brand hereby warrants and represents that the Brand has every right to offer, provide or commercialize the Benefits and has obtained all necessary permissions and irrevocable rights from all relevant parties which are required, including but not limited to contributing artists, collaborators, suppliers and all other parties. The Brand acknowledges that the Brand’s offer of the Benefits and commitment to provide the Benefits will not create or imply any licence, association, business relationship, intellectual property or any other obligation or transaction involving Ethos. Ethos is in no way a party to, or in any way involved in, the offer, sourcing, fulfilment, support or provision of the Benefits.

The Brand acknowledges and agrees that Ethos owns all legal right, title and interest in and to all elements of the Ethos Platform. The graphics, design, systems, methods, information, knowhow, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements, techniques or processes of the Ethos Platform or proprietary services or functions, including all related activities, processes or functions performed by Ethos or the Ethos Platform, (collectively, the “Ethos Materials”) are owned by Ethos, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Ethos Materials are the copyrighted property of Ethos or its licensors, and all trademarks, service marks, and trade names contained in the Ethos Materials are proprietary to Ethos. Except as expressly set forth herein, the Brand’s use of the Ethos Platform does not grant the Brand ownership of or any other rights with respect to any content, code, data, or other materials that the Brand may view, access or interact with on or through the Ethos Platform. Ethos reserves all rights in and to the Ethos Materials not expressly granted to the Brand in the terms hereof.

7. LICENCES GRANTED TO ETHOS

Upon acceptance of these Terms, the Brand shall be deemed grant to Ethos, its affiliates, subcontractors, suppliers and respective successors and assigns, worldwide, non-assignable, non-sublicensable, irrevocable, perpetual, royalty-free licences including the express right for Ethos to: (i) display, use, reference and reproduce the Brand Inputs and the Brand Marks on the Ethos Platform and websites owned or operated by Ethos and any third party platforms, services or channels reasonably required to operate the Ethos Platform and to fulfill its obligations under these Terms; and (ii) host, store, distribute, and reproduce one or more copies of the Brand Inputs within a distributed file keeping system, node cluster or other database.

8. FEES

Payment of Subscription Fees by the Brand

During the term of the Subscription, the Brand acknowledges and hereby authorizes Ethos to charge the Brand’s registered credit card a monthly subscription fee, plus applicable taxes, pursuant to the pricing structure set out on the Ethos website, in the Brand proposal or as otherwise agreed between the Parties (the “Fees”). All pricing structures are denominated in United States dollars. The Brand acknowledges that the Fees may include a set monthly fee applicable to each Membership plan selected by the Brand plus a volume-based fee calculated on the number of active Memberships across all Membership plans activated by the Brand. For clarity, the calculation of the volume-based component of the Fee shall include volume attributable to Memberships associated with Users who may have been imported into the Ethos Platform from the Brand’s legacy system or previous loyalty program.
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The Brand acknowledges that Ethos may levy, collect and remit taxes including sales taxes based on the Brands billing address associated with the Brands registered credit card and in accordance with programmed instructions provided to Ethos by reputable third-party tax service providers. Such instructions may change from time to time. In the event of any default of payment by the Brand, including any declined credit card charges received or detected by Ethos, Ethos may at its sole discretion and at any time suspend or terminate the Brand Account, terminate the Subscription or cancel these Terms. Payment of the Fees are final and no refunds, in whole or in part, are offered by Ethos under any circumstances. Ethos reserves the right to change the pricing structure and the amount of the Fees at any time.

Payment of Fees by Users to the Brand

If the Brand elects to directly charge Users a fee, such fee shall be processed by the Brand and collected from the Users by the Brand. Such fee shall constitute a transaction solely between the Brand and the relevant User and shall be conducted in accordance with any and all terms and conditions to be established directly between the Brand and the User. For clarity, Ethos shall not be a party to such transactions and such transactions shall not alter any terms and conditions as agreed between Ethos with such Users or as agreed between Ethos and the Brand. Further, the Brand acknowledges that the Brand is solely responsible to accurately or completely levy, collect and remit sales taxes, value added taxes, excise taxes, withholding taxes or any other taxes on any fees charged by the Brand to Users.

9. PROMOTION

Ethos shall have the right a) to publicly announce through any means or manner its relationship with the Brand for purposes of promotion, and b) to display through any means or manner and use the Brand Inputs and the Brand Marks for purposes of promotion.

10. ACCOUNT COMPLIANCE

The Brand acknowledges that Ethos retains the right, in its sole discretion, to deny access to or functionality of the Ethos Platform to any Users and to suspend, cancel and delete any User accounts or any Memberships for any reason and at any time as deemed appropriate by Ethos. Further, Ethos shall maintain the right to restrict or limit the availability of the Ethos Platform in whole or in part to Users located, or suspected to be located, in any geographic regions in its sole discretion. In addition to any other rights Ethos may have under these Terms or otherwise at law, Ethos has the unilateral right, authority and discretion to a) suspend or terminate the Subscription, b) remove, suspend, or revoke the Brand’s access to the Ethos Platform and c) suspend or terminate the Brand Account in the event Brand fails to fully comply with these Terms.

11. CONFIDENTIALITY

Ethos and the Brand will treat as confidential all proprietary information obtained from the other Party during the term of these Terms (“Confidential Information”). The above requirement shall not apply to any Confidential Information that a) is required by law to be disclosed; b) has become readily available to the public other than through a breach of these Terms; c) was lawfully obtained from an independent third party without breach of these Terms; or d) which Ethos or the Brand can establish, did not originate from Ethos or the Brand, respectively, and was in their possession, prior to the disclosure by Ethos or the Brand of such information.

12. LIMITATION OF LIABILITY

a)   Ethos shall have no liability to the Brand or to any other party under these Terms or otherwise. For clarity this limitation of liability shall include for any direct, indirect, incidental, special, consequential, exemplary or any other claim, liability or damages, including but not limited to damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the obligations of Ethos, performance of the Ethos Platform, performance of any third-party technology services and connections, actions or inactions by Ethos, use or misuse of the Brand Marks, use or misuse of the Brand Inputs and any services and any other actions or inactions performed hereunder whether specified in these Terms or not. In any event, any liability of Ethos to the Brand or to any other party shall be limited to an amount equal to 50% of the Fees received by Ethos from the Brand in the 12-month period immediately prior to the date of any claim. The foregoing limitations will apply to the fullest extent permitted by Applicable Law.
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b)   In the event of a claim by any third party against Ethos that may arise whether out of or relating to these Terms or otherwise, the Brand will fully indemnify Ethos from all such claims, liabilities, damages, costs and expenses, including, without limitation, legal fees. In no event shall Ethos be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, loss of profits and/or opportunity costs). For purposes of this section, the term Ethos shall include its affiliates, directors, officers, agents, contractors and employees and all of their respective successors and assigns. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise.
 
c)   In the event of any claims, liabilities, damages, costs and expenses realized by Ethos that may arise whether out of or relating to the Brand’s actions, obligations or inactions under or associated with these Terms or otherwise, including but not limited to any breach of the representations, obligations, covenants or warranties made by the Brand, or any other provisions of these Terms that relate to the Brand, the Brand will be fully liable to Ethos, without limitation, for all such losses, liabilities, damages, costs and expenses including legal fees regardless of the nature or source of such claims, liabilities, damages, costs and expenses. For further clarity, Ethos shall not be responsible for any obligations, costs, claims or liability associated or resulting from or in any way associated with the Benefits and Ethos shall not be responsible for or associated with the Benefits in any way and Ethos shall not be liable for any aspect of the performance or provision of the Benefits or of any ancillary or related actions performed by the Brand or inactions performed by Brand in any way related to the Benefits. Any claim, loss, or liability received by Brand in connection with the Benefits in any way from any party, including but not limited to those from contributors, vendors, suppliers or Users, shall be the sole responsibility of Brand.
 
d)   The Ethos Platform is provided on an “as-is”, “with all faults” and “as available” basis. Ethos makes no warranties under these Terms, and Ethos expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Ethos further disclaims all representations and warranties, express or implied, that the Ethos Platform, including all third-party technology, services or connections, will at any time satisfy the Brand’s requirements or at any time meet the Brand’s expectations or will be uninterrupted, error-free or free from harmful components.

e)   For further clarity, Ethos and its affiliates will have no liability to the Brand or to any other party for any (a) errors, mistakes, or inaccuracies of content, calculations, data or information, including the consequences of reliance on such content, calculations, data or information; (b) personal injury or property damage resulting from the Brand’s access to or use of the Ethos Platform; (c) unauthorized disclosure, access or use of the Ethos Platform, the Brand Account, User accounts, systems or databases, the Brand data or User data including personal information; (d) any interruption of operation, transmission, or access to, the Ethos Platform; (e) bugs, viruses, hacks, trojan horses, or the like which may be received by or transmitted on or through the Ethos Platform, services, email or by other means; (f) loss or damage of any kind incurred as a result of the use of any content, calculations, data or information generated, posted or shared through the Ethos Platform, (g) misrepresentations made by or false instructions or information provided by the Brand, including by unauthorized or impersonated representations of the Brand or any actions undertaken by Ethos as a result of such misrepresentations, (h) failure by Ethos to accurately or completely levy, collect and remit sales taxes, value added taxes, excise taxes, withholding taxes or any other taxes on any transactions with the Brand or with Users, and (i) failure by the Brand to accurately or completely calculate, levy and remit, based on the tax status and circumstances relevant to and known by the Brand, any portion of any invoice that should or may represent any applicable sales taxes, value added taxes, excise taxes, withholding amounts or other taxes required to be remitted by the Brand relating to the amount that the Brand may charge Ethos under applicable law.

13. NO GUARANTEE OF DEMAND FOR MEMBERSHIPS

The Brand acknowledges and consents to the fact that the demand for Memberships by Users is influenced by conditions outside of the control of Ethos. Ethos does not represent, warrant or guarantee any volume of Memberships or level of demand for Memberships by Users.

14. MAINTENANCE OF SUBDOMAINS

Ethos may in its sole discretion and at any time a) suspend or terminate support, hosting, updates or any other maintenance for any Ethos subdomains or features and, b) change the URL of any subdomain.

15. TECHNOLOGY MANAGEMENT

The Brand acknowledges and agrees that Ethos may modify, update, or discontinue any aspect of the Ethos Platform, including any underlying or associated technology, at any time and in its sole discretion, without prior notice to the Brand. The Brand further understands and accepts that certain features or functionalities of the Ethos Platform may rely on third-party technologies, services, or integrations. Accordingly, the Brand consents to the use of such third-party technologies and connections. These third-party services may include, without limitation, artificial intelligence models, and the Brand acknowledges and agrees that Ethos may use information provided by Users or made available by the Brand to develop, enhance, or train such third-party models in order to improve the functionality of the Ethos Platform. Where applicable, such information will be anonymized before being used by third-party AI or machine learning tools. The Brand acknowledges that the availability, performance, and reliability of third-party technology, including connections to such services, are outside Ethos’s control. As such, Ethos shall not be liable for any acts, omissions, failures, or issues arising from or related to any third-party technology.

16. UPTIME GUARANTEE

Ethos guarantees a minimum monthly uptime of the Ethos Platform of 99.9%, excluding scheduled maintenance and events outside of our control (such as network issues or force majeure events).

17. TERMINATION

Either Party may terminate the Subscription at any time effective immediately upon notice to the other Party unless otherwise agreed in writing between the Parties. In the event of termination of the Subscription, these Terms shall immediately terminate and accordingly Ethos shall immediately discontinue all obligations under these Terms. The Brand acknowledges that Ethos shall have no obligation to continue any service or support to the Brand and specifically, a) the Brand Account may be terminated or suspended, b) the Brand’s access to the Ethos Platform may be suspended or terminated, c) User accounts may be cancelled, terminated or suspended without any notification to such Users, and d) Memberships may terminate or otherwise be cancelled, suspended or deleted without any notification to such Users or to the Brand.

18. PRIVACY AND DATA PROCESSING

The Brand acknowledges and accepts that Ethos will share certain information and data, including personal information, with the Brand and other third parties, such as cloud service providers and analytics providers. The collection, processing and management of such data is subject to the Data Processing Agreement (the “DPA”) between the Parties and incorporated by these Terms (available here).The Brand represents and warrants that it complies with, and will continue to comply with, all applicable laws governing the protection of all User data and information, including any personal information, and including such information contained within or derived from communications directly between the Brand and Users (including messages within Groups), and covenants and agrees that all such data and information shall be and protected by, and otherwise subject to, the Brand’s privacy policy. The Brand acknowledges that it will not, at any time, sell, monetize, disclose or publish such information and that it will comply with all relevant laws, including privacy laws, with respect to such information. Ethos agrees that any personal information relating to customers of the Brand that is provided by the Brand to Ethos, or otherwise made available by the Brand to Ethos, shall be treated by Ethos in accordance with the Ethos privacy policy (available here).

19. COMMUNICATION

Any written correspondence sent to Ethos should be sent electronically to legal@heyethos.com. Any written correspondence delivered to the Party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered, provided that if that day is not a business day, then the communication will be deemed to have been given or made and received after 9:00 AM PST on the next business day.

20. SEVERABILITY

The provisions of these Terms shall apply to the extent that they are not prohibited by a mandatory provision of applicable law. If any of these provisions shall be held to be invalid, void or unenforceable, then the remainder of these Terms shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law.

21. SUCCESSORS

These Terms shall inure to the benefit of and be binding upon the Parties hereto and their respective successors.

22. SURVIVAL

Sections 2, 3, 4, 6, 7, 10, 11, 12, 18 and 21 hereof shall survive termination of these Terms.

23. CHANGES AND ENTIRE AGREEMENT

Ethos reserves the right to edit, change or modify these Terms, including any applicable addendums and any documents incorporated by reference, at any time. The latest version of these Terms shall be maintained on the Ethos Platform or shall be otherwise available from Ethos. Ethos may notify the Brand of material changes to these Terms. It is the Brand’s responsibility to ensure that the Brand is aware of the current version of these Terms each time the Brand accesses or uses the Ethos Platform. If the Brand continues to access or use any aspect or functionality of the Ethos Platform after any revisions to these Terms the Brand will be deemed to have accepted such revised Terms in full.

By accessing or using the Ethos Platform in any capacity, the Brand agrees to be bound by these Terms, which form a legally binding agreement between the Brand and Ethos, regardless of whether the Brand pays any Fee to Ethos. The Brand acknowledges that access to and use of the Ethos Platform, even if certain features are made available to the Brand without charge, constitutes sufficient consideration to support the enforceability of these Terms.
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These Terms, including any addendums which may be agreed to by the Brand, constitutes the entire agreement between Ethos and the Brand and supersedes all other oral and written representation, understandings or agreements.

24. GOVERNING LAW AND JURISDICTION

These Terms shall be subject to and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein (including those laws applicable to statutes of limitations and without giving effect to principles of conflicts of laws) and all disputes arising hereunder or related thereto shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia located in Vancouver, British Columbia.
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If Brand has a billing address outside of Canada, the Brand hereby confirms that the Brand is not resident in Canada for tax purposes and that the Brand is not registered under the Canadian Excise Tax Act. The Brand agrees to advise Ethos on a timely basis in writing in the event there is any change to such status of the Brand. The Brand acknowledges that Ethos may be required to collect certain tax registration numbers in accordance with applicable tax laws and regulations. Ethos reserves the right to request such information from the Brand, and the Brand agrees to promptly provide any such information upon request.

25. LANGUAGE DISCREPANCY

In the event of any discrepancy or inconsistency between these Terms and any translated version or versions of these Terms, the policy in the English version shall prevail, govern and control.