Terms of Service

For purposes of these Terms of Service, the following terms have the meanings set out below:

2.1 Binding Agreement. By accessing the Platform, creating an account, clicking "I Agree," completing the sign-up process, or otherwise using any portion of the Platform, you agree to be bound by this Agreement in its entirety. If you do not agree to all terms, you must immediately cease all use of the Platform.

2.2 Authority to Bind. If you are subscribing on behalf of a business entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement, and that the entity will be jointly and severally liable for all obligations hereunder.

2.3 Age and Capacity. You represent that you are at least 18 years of age and have legal capacity to enter into a binding contract in your jurisdiction of residence.

2.4 Legal Compliance. You represent that your use of the Platform does not violate any applicable law, regulation, or third-party obligation binding on you.

3.1 Platform Overview. MARKSMAN is a business operating platform designed for small and medium-sized businesses. Depending on your Subscription tier, the Platform may include:

• Professional website hosting with custom domain registration;
• Bookkeeping, expense tracking, and financial management tools;
• Invoicing with automated escalation workflows;
• Client relationship management (CRM) capabilities;
• Appointment scheduling and calendar management;
• Receipt capture and CSV import/export;
• Tax deduction tracking dashboard;
• Integrated payment processing via Stripe Connect;
• Bank-grade AES-256-GCM encrypted document storage;
• Business value dashboard and analytics;
• Phone tree, brand identity generation, and client-facing terms of service generation.

3.2 Service Modifications. The Company reserves the right to modify, enhance, add to, or remove features of the Platform at any time. We will provide reasonable notice of material reductions in functionality. New features made available may be subject to additional terms.

3.3 Beta Features. The Company may make beta or preview features available. Such features are provided "as-is" with no warranties or SLA commitments. The Company may discontinue beta features at any time without notice or liability.

3.4 Uptime. The Company will use commercially reasonable efforts to maintain Platform availability. We do not guarantee any specific uptime percentage. Scheduled maintenance, emergency patches, infrastructure events, and force majeure circumstances may result in downtime without notice or liability to the Client.

4.1 Subscription Tiers. The Platform is offered under the following monthly subscription plans:

All Subscription Fees are in Canadian dollars (CAD) unless expressly stated otherwise. Applicable taxes may be added based on your billing jurisdiction.

4.2 Billing Cycle. Subscription Fees are billed monthly in advance on the anniversary of your subscription activation date. Your Subscription auto-renews each month unless cancelled.

4.3 Cancellation. You may cancel your Subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of the current Billing Period. No refunds are issued for any partial Billing Period. All outstanding Revenue Share fees under Section 5 remain due upon cancellation.

4.4 No Refunds. All Subscription Fees are non-refundable. The Company does not issue prorated refunds for unused time, downgrade differences, or service interruptions unless required by applicable law.

4.5 Failed Payments. If payment fails, the Company may suspend access to the Platform immediately and may terminate the Subscription if the outstanding amount remains unpaid for seven (7) calendar days. The Company reserves the right to charge a late payment fee of 1.5% per month (18% per annum) on all amounts outstanding beyond the payment due date.

4.6 Price Changes. The Company may adjust Subscription Fee pricing with thirty (30) days' written notice by email to your registered address. Continued use after the notice period constitutes acceptance of the new pricing.

5.1 Revenue Share Rate. In addition to your Subscription Fee, you agree to pay the Company a Revenue Share fee equal to two and one-half percent (2.5%) of your Gross Processed Revenue in each Billing Period. This single rate covers both the Stripe payment processing fees incurred by the Company and the Company's platform participation.

5.2 Definition of Gross Processed Revenue. "Gross Processed Revenue" means the total amount of all transactions — including sales of goods and services, deposits, retainers, prepayments, and any other receipts — processed through the Platform's integrated Stripe infrastructure during the applicable Billing Period, measured on a gross basis before any deduction for:

• refunds or returns (whether approved or disputed);
• chargebacks or reversals;
• discounts or promotional credits;
• platform fees or subscription costs;
• sales tax, GST, HST, VAT, or other transaction taxes; or
• any other offset, credit, or deduction of any kind.

5.3 Monthly Reconciliation. The Company will calculate the Revenue Share fee at the close of each Billing Period based on Stripe-reported transaction data. A reconciliation statement will be provided to the Client within five (5) business days following the close of each Billing Period. Revenue Share fees are due and payable within seven (7) calendar days of the reconciliation statement being issued.

5.4 Automatic Collection. Where technically feasible, the Company may collect Revenue Share fees automatically through the Stripe Connect infrastructure at the point of each transaction or via a monthly settlement. The Client irrevocably authorizes the Company to collect Revenue Share amounts from the Stripe Connect account associated with the Client's Platform account.

5.5 Dispute of Reconciliation. If you dispute a reconciliation statement, you must provide written notice within ten (10) business days of receiving the statement, specifying the exact basis and amount of dispute. Undisputed amounts remain due immediately. Disputed amounts will be held in abeyance while the parties work in good faith to resolve the discrepancy. Disputes not raised within the 10-day window are permanently waived.

5.6 Audit Rights. The Company reserves the right to audit the Client's transaction records, Stripe account data, accounting records, and any other relevant business records to verify the accuracy of Revenue Share calculations. The Company may exercise this right by providing forty-eight (48) hours' written notice. Audits will be conducted during normal business hours. If an audit reveals that the Client's Gross Processed Revenue was underreported by more than five percent (5%), the Client shall:

• pay all underpaid Revenue Share amounts immediately upon demand;
• pay interest on the underpaid amount at 1.5% per month from the date it was originally due; and
• reimburse the Company for the full cost of the audit.

5.7 Fraudulent Underreporting. Any intentional misrepresentation, concealment, or manipulation of transaction data for the purpose of reducing Revenue Share obligations constitutes fraud and a material breach of this Agreement. Such conduct authorizes the Company to (a) terminate the Subscription immediately without cure period, (b) pursue all legal and equitable remedies available, and (c) report the conduct to applicable payment processors and law enforcement.

5.8 Revenue Share Survival. Revenue Share obligations accruing prior to termination survive the termination of the Agreement and remain due and enforceable regardless of how the Agreement ends.

6.1 Stripe Connect. Payment processing through the Platform is powered by Stripe, Inc. ("Stripe") via the Stripe Connect product. By enabling payment processing on the Platform, you agree to be bound by Stripe's Connected Account Agreement and Stripe's Terms of Service, as may be updated by Stripe from time to time.

6.2 Stripe Relationship. The Company facilitates access to Stripe's payment infrastructure. The Client is responsible for all obligations as a Stripe Connected Account, including compliance with Stripe's acceptable use policies, fraud prevention obligations, KYC (Know Your Customer) verification, and chargeback management.

6.3 Client Responsibility for Transactions. All transactions processed through the Platform are between the Client and their customers. The Company is not a party to any underlying commercial transaction, is not liable for product or service delivery, and is not responsible for disputes between the Client and their customers.

6.4 Chargebacks and Reversals. The Client is solely responsible for all chargebacks, disputes, and payment reversals relating to their transactions. Revenue Share fees assessed on amounts subsequently reversed are credited against future Revenue Share obligations if and only if the reversal is formally recorded in Stripe's platform. The Client must manage all disputes directly through Stripe.

7.1 Domain Registration Service. As part of the Subscription, the Company will register one (1) custom domain name on behalf of the Client through Cloudflare's domain registration infrastructure. The registration cost (typically $9 USD or equivalent per year) is absorbed by the Company and included in the Subscription. Additional domain registrations may be available at additional cost.

7.2 Available TLDs. The standard domain registration service covers the following top-level domains: .com, .ca, .co.uk, and .co.nz. Availability is not guaranteed and depends on third-party registrar inventory at the time of registration.

7.3 Domain Custody. Registered Domains are held by the Company through Cloudflare on the Client's behalf during the Subscription term. The Company acts as technical registrant but acknowledges that the Client is the beneficial owner of the Registered Domain.

7.4 Domain Transfer on Departure. Upon request, the Company will initiate transfer of the Registered Domain to a registrar or account designated by the Client, subject to the following conditions:

• the Client's Subscription has been formally cancelled;
• all outstanding Subscription Fees and Revenue Share amounts have been paid in full;
• the Client provides transfer-authorization information within the 30-day Data Export Window (Section 16.3);
• standard Cloudflare domain transfer fees, if any, are paid by the Client.

7.5 Domain Forfeiture. If the Client does not request a domain transfer within the 30-day Data Export Window, or if all outstanding balances are not satisfied, the Company has no further obligation to maintain or transfer the Registered Domain. The domain may be released, allowed to expire, or otherwise disposed of at the Company's sole discretion without further notice or liability.

7.6 Domain Liability Disclaimer. The Company makes no warranty that a desired domain name will be available at signup. The Company is not responsible for domain disputes, trademark conflicts, UDRP proceedings, or loss of domain rights arising from the Client's business name, brand, or activities. The Client is solely responsible for ensuring their chosen domain does not infringe third-party intellectual property rights.

8.1 Client Data Ownership. You own your Client Content. The Company does not claim ownership of your Client Content, your customer data, your financial records, or your business information stored on the Platform.

8.2 License to Operate. By submitting Client Content to the Platform, you grant the Company a non-exclusive, worldwide, royalty-free license to store, process, transmit, display, and use that Client Content solely to the extent necessary to provide the Platform's services to you and to fulfill our legal obligations.

8.3 Aggregated Analytics License. You grant the Company an irrevocable, perpetual, worldwide, royalty-free license to use Client Content in anonymized, de-identified, and aggregated form for the purposes of: (a) improving the Platform's features and performance; (b) training and developing machine learning models and AI systems incorporated into the Platform; (c) conducting research and producing statistical analyses or reports; and (d) benchmarking and business intelligence activities. This license survives termination of the Agreement. Under no circumstances will the Company publish, disclose, or share Client Content in a form that could reasonably be used to identify you, your business, or your customers.

8.4 Privacy Policy. The collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference. You agree to read and comply with the Privacy Policy. Canadian clients should additionally review our PIPEDA Compliance Statement.

8.5 Data Processing. Where the Client submits personal information belonging to third parties (such as customer names, contact details, or payment data), the Client represents and warrants that it has obtained all necessary consents and legal authority to process such data and to provide it to the Company for processing in accordance with this Agreement.

9.1 Zero-Knowledge Architecture. All Client Content uploaded to the Platform is encrypted using AES-256-GCM encryption under the Iron Universe OS (IUOS) architecture. Encryption keys are derived from the Client's credentials and are not stored, transmitted to, or accessible by the Company.

9.2 Company Cannot Access Your Data. The Company cannot read, access, review, or disclose encrypted Client Content. We cannot see the contents of your documents, invoices, financial records, or any other uploaded materials. This is a fundamental design property of the Platform, not a policy choice.

9.3 No Recovery Mechanism. If you lose access to your account credentials or encryption keys, the Company has no ability to recover or restore access to your encrypted Client Content. The Company will not be liable for any loss, damage, or consequence arising from credential loss, forgotten passwords, account lockout, or any other circumstances resulting in the permanent inaccessibility of your data.

9.4 Client Responsibility for Backups. You are solely and exclusively responsible for maintaining independent backups of all Client Content and business records outside of the Platform. You acknowledge that sole reliance on the Platform as your only business record-keeping system creates risks the Company cannot mitigate or remedy. The Company's inability to recover your data is not a defect in the service and does not constitute a breach of this Agreement.

9.5 Legal Process. Because the Company cannot access encrypted Client Content, we are unable to produce its contents in response to subpoenas, court orders, or other legal process directed to us. Encrypted data may be technically provided to authorities as ciphertext. Clients who are subject to legal, regulatory, or professional record-keeping obligations requiring access to business records must maintain copies outside the Platform.

10.1 Company IP. The Platform and all its components — including but not limited to all software, source code, object code, algorithms, AI models, user interfaces, design elements, dashboards, data structures, APIs, Iron Universe OS (IUOS), the MARKSMAN brand, trade names, trademarks, logos, and service marks — are and remain the exclusive property of MachenTagar IP Inc. and/or its licensors. The Company operates the Platform under license from MachenTagar IP Inc. No title to any intellectual property in the Platform passes to the Client at any time.

10.2 License to Client. The Company grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Platform solely for your internal business purposes during the term of your active Subscription, subject to the terms of this Agreement.

10.3 No Reverse Engineering. You shall not: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of any portion of the Platform; (b) copy, reproduce, or create derivative works based on the Platform; (c) frame, scrape, or mirror the Platform; (d) remove or alter any copyright, trademark, or proprietary notices; or (e) use the Platform to build a competing product or service.

10.4 Client Feedback. If you provide the Company with suggestions, ideas, enhancement requests, feedback, or recommendations relating to the Platform ("Feedback"), you grant the Company an irrevocable, perpetual, worldwide, royalty-free, fully paid license to use, incorporate, and commercialize such Feedback without restriction or compensation to you.

10.5 Generated Assets. Branding assets, websites, invoices, and other documents generated by the Platform using MARKSMAN tools are works created using the Platform's IP. The Company licenses such outputs to you for your business use on a non-exclusive basis. The underlying generative tools and templates remain Company IP.

11.1 Permitted Use. The Platform is licensed for lawful business operations. You agree to use the Platform only for legitimate business purposes consistent with all applicable laws and regulations in your jurisdiction.

11.2 Prohibited Conduct. You shall not use the Platform to:

• violate any federal, provincial, state, or local law or regulation;
• process payments for illegal goods or services, including but not limited to prohibited substances, unlicensed financial services, or fraudulent schemes;
• infringe the intellectual property rights of any third party;
• transmit malware, viruses, ransomware, or other malicious code;
• conduct phishing, spam, or unsolicited commercial communications;
• circumvent or tamper with the Platform's security, encryption, or access control mechanisms;
• access another client's data, account, or records;
• systematically extract Platform data through automated means (scraping) without written authorization;
• overload Platform infrastructure through denial-of-service attacks or excessive API usage;
• misrepresent your identity, business, or the nature of your transactions;
• engage in money laundering, terrorist financing, or financial fraud; or
• make false or misleading representations in any Client Content or in any communication with the Company.

11.3 Monitoring. The Company reserves the right (but not the obligation) to monitor Platform usage patterns for compliance with this Acceptable Use Policy. The Company cannot and does not monitor the contents of encrypted Client Content but may identify anomalous usage patterns at the metadata level.

12.1 Client Sole Responsibility. You are solely and exclusively responsible for all Client Content, including all content published on your Platform-generated website. The Company is a hosting and technology platform, not a publisher, editor, or co-author of your content.

12.2 Content Representations. By publishing content through the Platform you represent and warrant that: (a) you own or have all necessary rights to publish the content; (b) the content does not violate any applicable law; (c) the content does not infringe any third-party intellectual property, privacy, or publicity rights; and (d) the content is not defamatory, fraudulent, obscene, or otherwise unlawful.

12.3 Third-Party Claims. If any third party makes a claim against the Company relating to your Client Content or your generated website, you will indemnify and defend the Company as set out in Section 15. The Company reserves the right to remove Client Content or suspend the generated website immediately and without notice if the Company reasonably believes it is the subject of a legal claim or violates applicable law.

13.1 AS-IS Provision. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE COMPANY AND ITS LICENSORS (INCLUDING MACHTENTAGAR IP INC.) EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE;
• WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES;
• WARRANTIES REGARDING THE ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR OUTPUT GENERATED BY THE PLATFORM.

13.2 No Financial or Professional Advice. The bookkeeping, tax deduction, and financial analysis features of the Platform are software tools for organizational assistance only. They do not constitute accounting, tax, legal, or professional advice. You should consult qualified professionals for all financial, tax, and legal matters relating to your business.

13.3 No Guarantee of Business Results. The Company makes no representation or warranty that use of the Platform will improve your business results, revenue, efficiency, or any other business outcome.

14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS (INCLUDING MACHTENTAGAR IP INC.), OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;
• LOSS OF DATA, CLIENT RECORDS, OR BUSINESS INFORMATION (INCLUDING DATA RENDERED INACCESSIBLE BY CREDENTIAL LOSS);
• LOSS OF GOODWILL OR REPUTATION;
• COST OF SUBSTITUTE GOODS OR SERVICES;
• BUSINESS INTERRUPTION OR DOWNTIME LOSSES,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

14.3 Essential Basis. The parties acknowledge that the limitations of liability set out in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Subscription Fees would be materially higher absent these limitations.

14.4 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for consequential damages. In such jurisdictions, the limitations above apply to the maximum extent permitted by law.

15.1 Client Indemnification Obligation. You agree to defend, indemnify, and hold harmless the Company, MachenTagar IP Inc., and each of their respective directors, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) ("Losses") arising out of or relating to:

• your use of the Platform in violation of this Agreement;
• your Client Content, your generated website, or your business operations;
• your violation of any applicable law, regulation, or third-party right (including intellectual property, privacy, or consumer protection rights);
• any dispute between you and your customers, suppliers, or other third parties;
• your misrepresentation of Gross Processed Revenue or fraudulent underreporting of Revenue Share obligations;
• any claim arising from your failure to maintain independent backups of business data; or
• any breach of your representations, warranties, or covenants under this Agreement.

15.2 Indemnification Procedure. The Company will promptly notify you in writing of any claim for which indemnification may be sought. You will assume control of the defense of such claim with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. You shall not settle any claim that imposes obligations on, or is adverse to, the Company without the Company's prior written consent.

16.1 Termination by Client. You may cancel your Subscription at any time through your account settings. Cancellation is effective at the end of the current Billing Period. All fees accrued through the effective cancellation date remain due and payable.

16.2 Termination by Company. The Company may terminate your Subscription or access to the Platform immediately and without prior notice in any of the following circumstances:

• non-payment of Subscription Fees or Revenue Share amounts overdue by seven (7) or more calendar days;
• material breach of any provision of this Agreement, including any violation of the Acceptable Use Policy (Section 11);
• fraudulent, illegal, or abusive conduct on or through the Platform;
• conduct that the Company determines, in its sole and reasonable discretion, creates legal, reputational, or operational risk to the Company, other clients, or third parties;
• suspension or termination of the Client's Stripe account;
• the Company discontinuing the Platform in whole or in part (with thirty (30) days' notice where practicable).

16.3 Data Export Window. Following termination or cancellation of a Subscription for any reason, the Client will have thirty (30) calendar days (the "Data Export Window") to download and export Client Content. The Company will maintain the encrypted data storage during this period. After the Data Export Window expires, the Company has no obligation to retain or produce Client Content and will permanently delete it without further notice.

16.4 Post-Termination Obligations. Termination of the Subscription does not relieve either party of obligations that accrued prior to termination. The following provisions survive termination: Section 5 (Revenue Share, to the extent of amounts outstanding), Section 8.3 (aggregated analytics license), Section 10 (Intellectual Property), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 19 (Dispute Resolution), and Section 20 (General Provisions).

16.5 Effect on Registered Domain. Following termination, domain transfer rights are governed by Section 7.4 and 7.5.

17.1 Integrated Third Parties. The Platform integrates third-party services including, without limitation, Stripe (payment processing), Cloudflare (DNS, CDN, domain registration, security), and other cloud infrastructure and software providers. Use of these services is subject to each provider's respective terms and policies.

17.2 No Liability for Third-Party Outages. The Company is not responsible for any service interruption, data loss, or other failure caused by Stripe, Cloudflare, or any other third-party provider. The Company will use commercially reasonable efforts to select reputable providers and to mitigate third-party failures, but cannot guarantee the continuity of third-party services.

17.3 No Endorsement. Links or references to third-party services within the Platform do not constitute the Company's endorsement of such services.

17.4 Force Majeure. The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God; fire; flood; earthquake; pandemic or epidemic; government action; war; terrorism; internet infrastructure failure; power failure; denial-of-service attacks; or third-party service outages. The Company will resume performance as soon as reasonably practicable following resolution of the force majeure event.

18.1 Right to Modify. The Company reserves the right to modify these Terms of Service at any time. Material changes will be communicated by email to the address registered to your account at least thirty (30) calendar days before taking effect. Non-material clarifications or corrections may be made without notice.

18.2 Acceptance of Changes. Continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not accept a material modification, you must cancel your Subscription before the modification's effective date in accordance with Section 4.3.

18.3 Archived Versions. Prior versions of these Terms of Service will be archived and accessible upon written request.

19.1 Governing Law. This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of law principles.

19.2 Informal Resolution. Before initiating formal dispute proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. The party raising the dispute shall send written notice specifying the nature and amount of the claim. The parties will have thirty (30) calendar days from delivery of such notice to attempt informal resolution.

19.3 Binding Arbitration. If informal resolution fails, all disputes, claims, or controversies arising out of or relating to this Agreement or the Platform shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, as amended from time to time. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Cheyenne, Wyoming, USA. The arbitration may be conducted by videoconference at the arbitrator's discretion.

19.4 Class Action Waiver. YOU AND THE COMPANY EXPRESSLY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING IN ANY FORUM. The arbitrator may not consolidate your claim with any other person's claim without the written consent of all parties. If this class action waiver is found unenforceable for a particular claim, that claim shall proceed in court in Wyoming while all other claims proceed in arbitration.

19.5 Exceptions to Arbitration. Notwithstanding the foregoing, either party may seek: (a) injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitration for the underlying dispute; and (b) collection of undisputed Revenue Share or Subscription Fee amounts in any court of competent jurisdiction.

19.6 Arbitration Costs. JAMS filing fees and arbitrator compensation are borne as follows: if the amount in dispute is less than CAD $10,000, the Company will advance all JAMS fees. For disputes exceeding CAD $10,000, fees are split equally, subject to any award the arbitrator may make.

19.7 Limitation Period. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES. CLAIMS NOT BROUGHT WITHIN THIS PERIOD ARE PERMANENTLY WAIVED.

20.1 Entire Agreement. This Agreement, together with the Privacy Policy and PIPEDA Compliance Statement, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof.

20.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

20.3 Waiver. No failure or delay by the Company in exercising any right under this Agreement will constitute a waiver of that right. No single or partial exercise of a right precludes any other or further exercise of that right.

20.4 Assignment. You may not assign, transfer, or delegate your rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement in whole or in part to any affiliate, successor entity, or purchaser of all or substantially all of the Company's assets or business, without your consent, upon written notice to you.

20.5 Notices. Notices to the Company must be delivered by email to [email protected] or by registered mail to the Company's registered Wyoming address. Notices to you will be sent to the email address registered to your Platform account. Email notices are effective on the next business day after sending; registered mail notices are effective three (3) business days after deposit.

20.6 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates or implies a partnership, joint venture, agency, franchise, or employment relationship between the parties.

20.7 No Third-Party Beneficiaries. Except for MachenTagar IP Inc. as an expressly intended third-party beneficiary of Sections 10 and 14, this Agreement does not create any rights in any third party.

20.8 Headings. Section headings are for convenience only and shall not affect interpretation of this Agreement.

20.9 Language. The parties have requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont exigé que la présente convention et tous les documents s'y rattachant soient rédigés en anglais.

21.1 Legal Inquiries. For questions about these Terms of Service or legal matters:

MachenTagar Research Institute LLC
Legal Department
Email: [email protected]
Platform: getmarksman.ca

21.2 General Support. For general platform support, billing inquiries, or account matters: [email protected]

21.3 Privacy and Data. For privacy concerns, data requests, or PIPEDA inquiries: [email protected]