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Terms and Conditions

Effective Date: May 1, 2024 | Last Updated: May 1, 2024

Welcome to Manaknight Inc. ("we," "us," "our," or the "Company"). By accessing our website at www.manaknightdigital.com (the "Site") or engaging our services, you ("you," "your," or the "Client") agree to be bound by these Terms and Conditions (the "Terms"). If you do not agree to these Terms, do not use the Site or our services.

1. ACCEPTANCE OF TERMS

Your use of the Site and our services constitutes your acceptance of these Terms. We reserve the right to modify these Terms at any time. Changes are effective immediately upon posting. Your continued use following any changes constitutes acceptance of the revised Terms.

2. DESCRIPTION OF SERVICES

Manaknight Inc. provides custom software development, AI solutions, and related professional services. Specific services, deliverables, timelines, and fees for any engagement will be governed by a separate written agreement between you and us.

Nothing in these Terms restricts either party from entering into similar agreements with third parties.

3. USER CONDUCT AND OBLIGATIONS

You agree to:

  • Provide accurate and complete information when requested;
  • Maintain the confidentiality of any account credentials;
  • Not interfere with, alter, or impair the Site or our systems;
  • Not use the Site or services for any unlawful purpose;
  • Not attempt to gain unauthorized access to any portion of the Site or our systems.

4. FEES AND PAYMENT

You agree to pay all fees as detailed in any applicable service agreement. Fees are exclusive of applicable taxes, duties, and other amounts required by law, which will be itemized on invoices.

Any portion of fees outstanding for longer than one calendar month shall accrue interest at the maximum rate allowable by law.

In the event of a billing dispute, you agree to contact us directly in good faith before initiating any chargeback or dispute with a third-party payment provider. Initiating a chargeback without first attempting to resolve the dispute with us may result in immediate suspension of services and additional fees.

5. INTELLECTUAL PROPERTY

5.1 Our Content

All content on the Site, including text, graphics, logos, images, and software, is the property of Manaknight Inc. or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any Site content without our prior written consent.

5.2 Your Content

To the extent you submit any materials, feedback, or suggestions to us through the Site, you grant us a non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, and display such materials for the purpose of providing our services and improving our offerings.

5.3 Third-Party Dependencies

Our deliverables may incorporate third-party software or services subject to their own license terms. We will identify any such dependencies where practicable; however, compliance with third-party terms is your responsibility.

6. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party in connection with the use of our services. Each party agrees to:

  • Use Confidential Information solely for the purpose of performing its obligations or receiving services under these Terms;
  • Maintain the confidentiality of such information and not disclose it to any third party without prior written consent, except as required by law;
  • Take reasonable measures to prevent unauthorized disclosure.

"Confidential Information" means any information identified as proprietary or confidential, or that reasonably ought to be known as such, not generally known to the public.

Upon termination of services, each party shall return or destroy the other's Confidential Information and cease using it.

7. PRIVACY

Your use of the Site is also governed by our Privacy Policy, which is incorporated by reference into these Terms.

8. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND ALL SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Site will be uninterrupted, error-free, or free from viruses or other harmful components.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • In no event shall Manaknight Inc. be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, arising out of or relating to your use of the Site or services;
  • Our total cumulative liability to you for any claims arising out of or relating to these Terms or your use of the Site or services shall not exceed the amount you paid to us in the twelve (12) months preceding the claim, or one hundred Canadian dollars (CAD $100), whichever is greater.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Manaknight Inc. and its directors, officers, employees, and agents from any third-party claims, damages, or expenses (including reasonable legal fees) arising out of your use of the Site or services, your breach of these Terms, or your violation of any law or the rights of a third party.

11. TERMINATION

We may suspend or terminate your access to the Site or services at any time, with or without cause, and with or without notice. Upon termination, your right to use the Site immediately ceases. Provisions that by their nature should survive termination shall survive.

12. THIRD-PARTY LINKS

The Site may contain links to third-party websites. We do not endorse and are not responsible for the content, policies, or practices of any third-party websites.

13. GENERAL PROVISIONS

13.1 Amendments

These Terms may not be amended except in writing signed by both parties.

13.2 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.

13.3 Assignment

We may assign our rights under these Terms. You may not assign your rights without our prior written consent.

13.4 Waiver

Failure to enforce any provision does not waive the right to enforce it later. No waiver is effective unless in writing.

13.5 Severability

If any provision is held invalid or unenforceable, it shall be severed, and the remaining provisions shall remain in full force and effect.

13.6 Entire Agreement

These Terms, together with any applicable service agreement and our Privacy Policy, constitute the entire agreement between you and us regarding the Site and services.

13.7 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Ontario.

14. CONTACT INFORMATION

For questions about these Terms, please contact us at:

Manaknight Inc.
Email: termandconditions@manaknightdigital.com
Address: Toronto, Ontario

These Terms and Conditions were adopted effective May 1, 2024.