TERMS & CONDITIONS: Funnel Dating

1. Acceptable Use Policy (AUP)
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2. Privacy Policy
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3. Consulting Cloud Services Agreement

1. Acceptable Use Policy (AUP)

Introduction:
‍MDM Consulting Inc. ("MDM", "we", "us", "our") provides its users access to its Services (the "Services") subject to its Terms of Service Agreement, located at https://www.funneldating.com/terms.

The use of our Services is subject to compliance with this Acceptable Use Policy (this “AUP”), which governs access and use of the Services by our customers and users ("you", "your"). By accepting the Terms of Service you agree that your use of the Service is bound by this AUP.

Our AUP is founded on the unifying interpretive principal of mutual respect, whether between MDM and it’s users, our users to each other, or between us, our users, and the public. 
We reserve the right to revise this AUP from time to time.

Prohibited Uses:
‍You may use the Services only for lawful purposes and in accordance with this AUP.

The following activities are unacceptable violations of our this AUP.

You agree not to use the Services:
- In any way that violates any applicable federal, state, provincial, territorial, local, or international law or regulation.
- For the purpose of exploiting, harming, or attempting to exploit or harm, minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material which violates the rights of any individual or entity established in any jurisdiction.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
- To impersonate or attempt to impersonate MDM, an MDM employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To use disrespectful, abusive or abrasive language, or other behaviour outside of conversational boundaries that is not consensual and/or welcome.
- To use sexual connotation that is not consensual.
- To bully or in any way convey bigotry, harassment, racism, hateful comments, discrimination, hate speech, intimidation or violence.
- To display images depicting, encouraging or causing violence, physical harm, or emotional or physical shaming.
- To solicit, encourage, facilitate or participate in adultery, extra-marital sexual relations or other polygamous activities that MDM deems to be inappropriate. 
- To display, use or engage in nudity, sexually explicit content, sexual propositions, prostitution, escorting, solicitation or promotion of commercial sexual services, human trafficking or illegal actions of any kind.
- To promote third party content, such as social media accounts, influencers, entities, services or applications, whether in competition with MDM’s Services or not, or otherwise use the Services to gain advertise. 
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the MDM or users of the Services or expose them to liability. 
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Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any Services traffic or resources available on the Services.
- Use any manual process to monitor or copy any Services traffic or resources available on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Services.·      Introduce any viruses, trojan horses, worms, logic bombs, or other software or material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or any server, computer, database, or other resource or element connected to the Services.
- Violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of the Services.
- Otherwise attempt to interfere with the proper working of the Services. 

‍Content Standards
‍You agree not to use the Services to transmit, send, receive, upload, download, use, or re-use, whether knowingly or unknowingly, any material which:
- Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promotes sexually explicit or pornographic material, violence, physical harm, emotional or physical shaming or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringes any privacy rights, patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Violates the legal rights (including the rights of personality, publicity, and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations.
- Is likely to deceive any person.
- Promotes any illegal activity or advocates, promotes, or assists any unlawful act.
- Causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person.
- Impersonates any person or misrepresents your identity or affiliation with any person or organization.
- Involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Monitoring and Enforcement:
MDM, in its sole discretion, will determine whether your conduct is in compliance with this AUP.

We have the right to:
- Monitor, limit or terminate indefinitely your use of the Services for any purpose in our sole discretion and as we see fit.
- Take any action we deem necessary or appropriate in our sole discretion if we believe a user's conduct violates this AUP, threatens the personal safety of or infringes any intellectual property right or other right of any person, entity, user of the Services or the public, or could create liability for MDM.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this AUP.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone who accesses or uses the Services. 

YOU WAIVE AND HOLD HARMLESS MDM AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

2. Privacy Policy

INTRODUCTION:
MDM Consulting Inc. and our affiliates and subsidiaries ("MDM", "us", "we", "our") respect your privacy and are committed to protecting it by complying with this policy.

This policy describes:
- How we collect, use, disclose, and protect the personal information of our customers, our customer’s authorized users, and our customer’s customers ("you", "your").
- Describes the information we may collect from you or that you may provide when you make use of the services that we offer or when you use our website, located at https://www.funneldating.com (the “Services”).
- Our practices for collecting, using, maintaining, protecting, and disclosing that information.

Privacy laws in Canada generally define "personal information" as any information about an identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person.

Personal information does not include business contact information, including name, title, or business address and business email address.

This policy applies to information we collect, use, or disclose about you:
- Through our Services.
- In email, text, and other electronic messages between you and us.
- Through mobile and desktop applications used to access the Services.

The Services may include components consisting of third party applications and services, links to third party websites, plug-ins, or social networks. Using these third party applications, clicking on those links or enabling those connections may allow the third party to collect or share data about you.

If you use third party products or follow a link to a third party website, please note that these third parties have their own privacy policies and we do not accept any responsibility or liability for those policies. We do not control third party products, websites and services, and we encourage you to read the privacy policy and terms of service of every website you visit or product that you use.

Please read this policy carefully to understand our policies and practices for collecting, processing, and storing your information. If you do not agree with our policies and practices, your choice is not to use the Services. By accessing or using the Services, you indicate that you understand, accept, and consent to the practices described in this policy.

This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes indicates that you accept and consent to those changes, so please check the policy periodically for updates. We will notify you in advance of any material changes to this policy.

INFORMATION WE COLLECT ABOUT YOU:

We collect and use several types of information from and about you, including:
- Personal information, that we can reasonably use to directly or indirectly identify you, such as your name, mailing address, e-mail address, telephone number, Internet protocol (IP) address used to connect your computer to the Internet, user name or other similar identifier, billing and account information, and any other identifier we may use to contact you ("personal information"). We provide an opportunity for any user to unsubscribe from our mailing list or opt-out of contact for marketing purposes on an ongoing basis by using the unsubscribe mechanism at the bottom of our e-mails, or e-mailing info@funneldating.com
- Non-personal information, that does not directly or indirectly reveal your identity or directly relate to an identifiable individual, such as usage information, demographic information, or statistical or aggregated information. Statistical or aggregated data does not directly identify a specific person, but we may derive non-personal statistical or aggregated data from personal information. For example, we may aggregate personal information to calculate the percentage of users accessing a specific feature of the Services.
- Technical information, including your login information, connection type, third party products used to access the Services, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, or information about your internet connection, the equipment you use to access the Services, and usage details.
- Non-personal details about your interactions with the Services, including the full Uniform Resource Locators (URLs), clickstream to, through and from the Services (including date and time), log-in attempts, times and failures, resetting of passwords and other authentication credentials, active sessions, usage statistics, products and modules you viewed or searched for, connection response times, download and connection errors, length of visits to certain pages or modules, page and module interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, or any phone number or email addresses used to contact customer service or training.
- Information that you provide through using the Services, including the date and time, modules you used or searched for, response times, length of time on a module and subsets, resource demand, report utilization, download information, errors experienced, screen interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from a screen or any phone number or communication used to contact our customer service number. We use this information to provide the Services to you and to improve our Services.
- Information that you post through User Contributions, including information that you may enter into your profile or post or make available for other users of our Services.

HOW WE COLLECT INFORMATION ABOUT YOU:

We use different methods to collect your information, including through:
- Direct interactions with you when you provide it to us, for example, by filling in forms or corresponding with us by phone, email, support requests or otherwise and through your use of the Services.
- User contributions. You may also provide information for us to publish or display on or through the Services or transmit to other users or third parties.
- Automated technologies or interactions, as you navigate through and use the Services. Information collected automatically may include usage details and IP addresses.
- Third parties or publicly available sources, for example, through our business partners.

‍INFORMATION YOU PROVIDE TO US:  

The information we collect directly from you on or through our Services may include:    
- Information that you provide through using the Services, for example, by filling in forms or submitting other information. This includes information provided at the time of subscribing to our service, posting material, requesting further services and other Feedback and through using the Services. We may also ask you for information when you report a problem with the Services.
- Records and copies of your correspondence (including email addresses or phone number), if you contact us or use messaging systems incorporated into the Services.
- Your responses to surveys that we might ask you to complete for research purposes.

You may also provide information to be published or displayed (hereinafter, "posted") on public areas of the Services or transmitted to other users or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to the Services, please be aware that no security measures are perfect.

Additionally, we cannot control the actions of other users with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that unauthorized persons will not view your User Contributions.

‍INFORMATION WE COLLECT THROUGH AUTOMATIC DATA COLLECTION TECHNOLOGIES:

As you navigate through and interact with Services we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
- Details of your use of our Services, including traffic data, location data, logs, user log-ins, sessions and other communication data and the resources that you access and use.      
- Information about your access device and internet connection, including your IP address, operating system, and browser type.

The information we collect automatically is statistical data and may include personal information, and we may maintain it or associate it with personal information we collect in other ways, that you provide to us, or receive from third parties. It helps us to improve the Services and to deliver a better and more personalized service, including by enabling us to:      
- Estimate usage patterns.
- Store information about your preferences, allowing us to customize our Services according to our clients’ needs.
- Improve the efficiency of the Services and make general improvements.
- Recognize you when you use the Services.

INFORMATION COLLECTED THROUGH THIRD PARTIES OR PUBLICALLY AVAILABLE SOURCES:

Information may be provided to us by third parties, for example, service providers we work with to deliver our Services. Best efforts will be made to ensure that any transfer of data from third parties is done in compliance with applicable privacy legislation.

‍HOW WE USE YOUR INFORMATION:

We may use information that we collect about you or that you provide to us, including any personal information:
- To provide you with the Services.
- To provide you with information, products, or services that you request from us including Feedback.
- To fulfill the purposes for which you provided the information or that were described when it was collected, or any other purpose for which you provide it.
- To provide you with notices about your subscription, including expiration, renewal, billing, and other notices.
- To carry out our obligations and enforce our rights arising from any contracts with you, including for billing and collection or to comply with legal requirements.
- To notify you about changes to the Services or any products or services we offer or provide though it.
- To improve our Services and products, marketing, or customer relationships and experiences.
- To allow you to participate in interactive features in our Services.
- To establish, manage and terminate employment, contractual and partnership relationships.
- To receive service from our professional advisors, such as lawyers, accountants and consultants.
- To protect our rights and those of our clients.
- In any other way we may describe when you provide the information.
- For any other purpose with your consent.

We may also use your information to contact you about goods and services that may be of interest to you, as permitted by law. If you do not want us to use your information in this way, please use the unsubscribe mechanism at the bottom of our e-mails or e-mail us at info@funneldating.com. For more information, see Choices About How We Use and Disclose Your Information.

‍DISCLOSURE OF YOUR INFORMATION:

‍We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:
- To our subsidiaries and affiliates.
- In accordance with applicable law, to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of MDM's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by MDM about our customers and users is among the assets transferred.
- To contractors, service providers, and other third parties we use to support our business (such as analytics and search engine providers that assist us with improvement and optimization of the Services) and who are contractually or professionally obligated to keep personal information confidential, use it only for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in this policy.    
- To fulfill the purpose for which you provide it.
- For any other purpose disclosed by us when you provide the information.
- With your consent. We may also disclose your personal information:
- To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law.
- To enforce or apply our terms of service, found at https://www.funneldating.com/terms , our subscription agreement with you, and other agreements, including for billing and collection purposes.
- If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of MDM, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction or to assist in preventing other illegal or improper activities.

‍TRANSFERRING YOUR PERSONAL INFORMATION:

‍We may transfer personal information that we collect or that you provide as described in this policy to contractors, service providers, and other third parties we use to support our business (such as third party service providers that assist us with improvement and optimization) and who are contractually obligated to keep personal information confidential, use it only for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in this policy.

We may process, store, and transfer your personal information in and to a foreign country, with different privacy laws that may or may not be as comprehensive as Canadian law. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of that country may be able to obtain access to your personal information through the laws of the foreign country.  

You are welcome to contact us to obtain further information about MDM policies regarding service providers outside of Canada. See Contact Information.

By submitting your personal information, or using and engaging with the Services, you consent to this transfer, storage, or processing.  

‍CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION:

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

Promotional Offers from MDM. If you wish to cease to receive certain emails or other promotional communications from us to promote our own or third parties' products or services, you can opt-out by clicking the unsubscribe link if available in the email or other communication or by sending us an email stating your request to info@funneldating.com. This opt-out does not apply to information provided to MDM as part of a subscription for Services, service experience, or other transactions.

DATA SECURITY:

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. We store all information you provide to us on cloud services that comply with recognized industry standards, or behind firewalls on our secure servers.  

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) password(s) for access to certain parts of the Services, you are responsible for keeping this password(s) sufficiently complex and confidential. We ask you not to share your password(s) with anyone.  

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through the use of the Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures utilized in the Services.

‍DATA RETENTION:

We will retain your personal information for the longer of the following periods: (i) as long as is necessary to fulfill the purposes for which we collected it; (ii) any retention period that is required by law; (iii) the end of the period in which litigation or investigations might arise in response of the services provided to our clients; or (iv) as directed by our internal retention schedule, the length of which will vary pursuant to the type of information that is held.Under some circumstances we may anonymize your personal information so that it can no longer be associated with you. We reserve the right to retain and use such anonymous and de-identified data for any legitimate business purpose without further notice to you or your consent.

‍ACCESSING AND CORRECTING YOUR PERSONAL INFORMATION:

It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes. By law you have the right to request access to and to correct the personal information that we hold about you.

If you want to review, verify or correct your personal information you may also send us an email at info@funneldating.com to request access to, correct, or delete any personal information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect or if such change would prevent us from providing you the required access to the Services or enforcing our rights under our agreements with you.  

We may request specific information from you to help us confirm your identity and your right to access, and to provide you with the personal information that we hold about you or make your requested changes. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal information that we hold about you, or we may have destroyed, erased, or made your personal information anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal information, we will inform you of the reasons why, subject to any legal or regulatory restrictions.

We will provide access to your personal information, subject to exceptions set out in applicable privacy legislation. Examples of such exceptions include:
- Information protected by solicitor-client privilege.
- Information that is part of a formal dispute resolution process.
- Information that is about another individual that would reveal their personal information or confidential commercial information.
- Information that is prohibitively expensive to provide.

If you are concerned about our response or would like to correct the information provided, you may contact our Privacy Officer at info@funneldating.com.  

If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other users. Proper access and use of information provided on through the Services, including User Contributions, is governed by our terms of service found at https://www.funneldating.com/terms.

WITHDRAWING YOUR CONSENT:

Where you have provided your consent to the collection, use, transfer and disclosure of your personal information, you may have the legal right to withdraw your consent under certain circumstances. To withdraw your consent, if applicable, contact us at info@funneldating.com. Please note that if you withdraw your consent we may not be able to provide you with a particular product or service, including use of the Services. We will explain the impact to you at the time to help you with your decision.

CHANGES TO OUR PRIVACY POLICY:

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account.  

We include the date the privacy policy was last revised at the top of the page. We will send a notice of any changes to the email address that you have on file with us, so please keep your email address up to date.

CONTACT INFORMATION:

We welcome your questions, comments, and requests regarding this privacy policy and our privacy practices.

Please contact us at:  

Privacy Officer
info@funneldating.com
1891 Gough Avenue, London, Ontario, Canada, N5X4P8

We have procedures in place to receive and respond to complaints or inquiries about our handling of personal information, our compliance with this policy, and with applicable privacy laws. To discuss our compliance with this policy please contact our Privacy Officer using the contact information listed above.

3. Consulting Cloud Services Agreement

This Terms of Service Agreement (this "Agreement") is a binding contract between you ("Customer", "you", or "your") and MDM Consulting Inc. ("MDM", "we", or "us").

This Agreement governs your access to and use of the Services.THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE YOU MAY NOT ACCESS OR USE THE SERVICES.

‍1.              Definitions.
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(a)            “Acceptable Use Policy” has the meaning set forth in Section 4(a).  
(b)           "Aggregated Statistics" has the meaning set forth in Section 3(d).
‍(c)            "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer to and through the Services.
‍(d)           "Laws" means all local laws, statutes and regulations that would apply to your use of the Services, including without limitation, privacy laws, intellectual property laws, criminal laws, anti-spam laws, and any other regulatory requirements in the jurisdictions in which you use the Service.
‍(e)            "MDM IP" means the Website, the Services and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, MDM IP includes Aggregated Statistics and any information, data, or other content derived from MDM's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
‍(f)            “Member” means any person who creates an account or otherwise accesses and uses the MDM IP for social interactions with other Members, to use MDM’s dating services, to search for and find other Members, or to otherwise communicate with other Member(s) through or assisted by the MDM IP. For the absence of doubt, a Customer is a Member.
‍(g)           "Services" means the services provided by MDM through the Website under this Agreement, which consist of a communication service and social network.
(h)           "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
‍(i)             “Website” means our website, located at https://www.funneldating.com

‍2.              Acknowledgements. You acknowledge and agree:
(a)            that you are using the Service at your own risk and that MDM does not screen Members, has no responsibility or control over the behavior of other Members, and that MDM does not, in any manner, vouch for the suitability, civility, reputation, or conduct of any Member;
(b)           that, further to (a), above, MDM does not perform background, criminal, police or credit checks on any Member;
(c)            that MDM solely offers the Services to assist its Members in facilitating social, non-commercial communications between Members and that you will not use the Services for any other purpose;
(d)           that MDM makes no representations or warranties with respect to the compatibility of any Member;
(e)            MDM makes no guarantees that you will successfully match with another Member, that an in-person meeting or date would result from any match with another Member, that any match with another Member would result in a relationship;
(f)            that you waive any claim against MDM for the acts or omissions of any Member;
(g)           that you are solely responsible for your interactions with other Members and that MDM is not responsible for the acts or omissions of any other Member; and
(h)           that your use of the Services is in compliance with all Laws.

‍3.              Access and Use.
‍(a)            Location of Services. You acknowledge and agree that MDM’s servers and Customer Data may be located on servers located inside or outside of Canada, including in nations that may have different laws than Canada. The Services are not intended for use outside of Canada. You represent and warrant that you are a resident of Canada and that you are not using the Services outside of Canada.
‍(b)           Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, including the Acceptable Use Policy, MDM hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your personal use in accessing the Services in accordance with the terms and conditions set out herein. MDM shall provide you the necessary passwords and access credentials to allow you to access the Services. You are responsible for choosing a secure password and keeping your passwords and access credentials strictly private and confidential and not sharing them with any other person.
‍(c)            Downloadable Software. Use of the Services may require or include use of downloadable software. MDM grants you a non-transferable, non-exclusive, non-assignable, limited right for you to use the downloadable software we provide solely for the purpose of your personal use in receiving the Services and not for any other purpose. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 4(e).
‍(d)           Use Restrictions. You shall not, and shall not permit any other person to, use the Services, or any software component of the Services, for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any other person to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any applicable law, regulation or rule, or any other right of any other person, including without limitation any intellectual property right, privacy law or privacy right.
‍(e)            Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, MDM may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by MDM in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between MDM and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by MDM. You acknowledge that MDM may compile Aggregated Statistics based on Customer Data input into the Services. You agree that MDM may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer.
‍(f)            Reservation of Rights. MDM reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the MDM IP.
(g)           Suspension. Notwithstanding anything to the contrary in this Agreement, MDM may, but shall not be obligated, to temporarily suspend or restrict access to the Services, or make use of any operational, technological, legal or other means available (including without limitation blocking specific IP addresses), to restrict Customer's access to any portion or all of the Services if: (i) MDM reasonably determines that (A) there is a threat or attack on any of the MDM IP; (B) Customer's use of the MDM IP, or use of Customer’s account, disrupts or poses a security risk to the MDM IP or to any other Member, customer or vendor of MDM (including through your offline conduct); (C) Customer or a person using Customer’s account is using the MDM IP for fraudulent or illegal activities; (D) MDM's provision of the Services to Customer is prohibited by applicable law; or (E) for violation of our Acceptable Use Policy; (ii) any vendor of MDM has suspended or terminated MDM's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). MDM shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. MDM shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. MDM will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.

‍4.              Customer Responsibilities.
(a)            Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, harassment, stalking, abusive, or obscene activity, and as further described and set forth in MDM's acceptable use policy ("Acceptable Use Policy") located at https://www.funneldating.com/terms, as may be amended from time to time. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted in the Acceptable Use Policy from time to time.
‍(b)           Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all of your acts and omissions, and you are responsible for all of the acts or omissions of any person who may access and use your account or credentials and any act in breach of this Agreement by such a person shall be deemed to be a breach of this Agreement by you.
(c)            Customer Data. You hereby grant to MDM a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for MDM to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d)           Passwords and Access Credentials. You are responsible for choosing a secure password. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e)            Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

5.              Fees and Payment.
‍(a)            You shall pay MDM the fees for your subscription as described on https://www.funneldating.com ("Fees") monthly when due without set-off or deduction. All payments hereunder shall be in Canadian dollars unless otherwise specified, and shall be paid on or before the due date. MDM uses Third-Party Products for payment processing, including Third-Party Products provided by Google and Apple. These Third-Party Products are subject to the terms of service of the third party service providers.
(b)           Without limiting MDM's other rights and remedies: (i) any amounts payable to MDM and unpaid when due shall bear interest at the rate of 12% per annum or, if lower, the highest rate permitted under applicable law; (ii) you agree to reimburse MDM for all costs that MDM may incur in collecting any amounts and interest owed under this Agreement, including legal fees, court costs, and collection agency fees; and (iii)  MDM may suspend your account at any time for non-payment, with or without warning.
(c)            There are no refunds or exchanges for purchased products or services, digital or otherwise.

‍6.              Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any state, federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on MDM's income.

7.              Privacy Policy. MDM complies with its privacy policy available at https://www.funneldating.com/terms ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.  

‍8.              Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and the MDM IP and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you send any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in and to, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9.              Limited Warranty and Warranty Disclaimer.

(a)            Customer Warranty; General. You warrant to MDM that (i) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data; (ii) that you have read and agree to the Acceptable Use Policy and that both the Customer Data and your use of the Services are in full compliance with the Acceptable Use Policy and all Laws; and (iii) you warrant that all information that you provide to and through the Services is true and correct.
(b)           THE SERVICES ARE PROVIDED "AS IS" AND MDM SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MDM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MDM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10.           Indemnification.

(a)            MDM Indemnification.

(i)             MDM shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies MDM in writing of the Third-Party Claim, cooperates with MDM, and allows MDM sole authority to control the defence and settlement of such Third-Party Claim.
(ii)           If such a Third-Party Claim is made or MDM reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit MDM, at MDM's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use the Services. If MDM determines that neither alternative is reasonably available, MDM may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section
(i)             MDM shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies MDM in writing of the Third-Party Claim, cooperates with MDM, and allows MDM sole authority to control the defence and settlement of such Third-Party Claim.
(ii)           If such a Third-Party Claim is made or MDM reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit MDM, at MDM's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use the Services. If MDM determines that neither alternative is reasonably available, MDM may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
‍(iii)         This Section 10(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.

‍(b)           Customer Indemnification. Customer shall indemnify, hold harmless, and, at MDM's option, defend MDM and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's privacy, intellectual property, or other rights; (ii) based on Customer's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement or contrary to the Authorized Use Policy; (iii) any breach of Customer’s warranties under sections 9(a); and (iv) any willful act or omission of Customer; provided that Customer may not settle any Third-Party Claim against MDM unless MDM consents to such settlement, and further provided that MDM will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice. For the absence of doubt, a Third-Party Claim includes a claim brought by another Member of MDM relating to or arising from an act or omission of Customer.

‍11.           LIMITATIONS OF LIABILITY. IN NO EVENT WILL MDM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MDM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MDM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MDM UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.           Term and Termination.

(a)            Term. The term of this Agreement begins on the date MDM notifies Customer it can access the Services and continues until terminated.

(b)           Termination. In addition to any other express termination right set forth in this Agreement:
(i)             either party may terminate this Agreement, for any reason upon notice to the other party.
(ii)           either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
‍(iii)         either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c)            Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the MDM IP. No termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
(d)           Survival. This Section 12(d), Sections 5, 10, and 11 and any other right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

‍13.           Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email communication at your last email address on file with us for your account. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

‍14.           Dispute Resolution. If any dispute or controversy arises between you and MDM relating to or arising from this Agreement or the relationship between you and MDM (a “Dispute”), the Dispute will be resolved in accordance with this Section 14.

YOU AND MDM HEREBY EXPRESSLY WAIVE THE RIGHT TO ANY TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. YOU AND MDM EACH AGREE THAT CLAIMS WILL ONLY BE BROUGHT IN YOUR AND MDM’S INDIVIDUAL CAPACITIES AND NEITHER OF YOU NOR MDM WILL BRING A CLAIM AS A PART OF A CLASS, WHETHER AS LEAD PLAINTIFF, MEMBER, REPRESENTATIVE, OR OTHERWISE.

(a)            Negotiation. Before resorting to arbitration, each of you and MDM will attempt to resolve the Dispute through negotiation, which negotiation may be conducted electronically or virtually. The complaining party (the “Complainant”) will first provide the other party (the “Respondent”) with a written notice of the dispute (a “Notice of Dispute”). The Notice of Dispute will include (i) the full legal name and contact information of the Complainant, (ii) describe the nature and basis of the claim or dispute in detail, and (iii) set out the specific relief that the Complainant is seeking. If MDM is the Complainant, MDM will send any Notice of Dispute to your billing address or contact address on file and to the last email address that you provided to MDM. If you are the complainant, you will send the Notice of Dispute to the address of our headquarters, which can be found on our website at https://www.funneldating.com, prepaid, by registered mail or nationally recognized courier, with proof of receipt requested. The effective date of the Notice of Dispute will be the day that MDM receives it, if sent to MDM, or the day that MDM sends it by email if sent to you.  

(b)           Binding Arbitration. If you and MDM are unable to come to a negotiated agreement within 30 days of the effective date of the Notice of Dispute, the Dispute will be finally and conclusively resolved by binding arbitration under the Arbitration Rules of the ADR Institute of Canada. The seat of arbitration will be London, Ontario, Canada and the arbitration may be conducted virtually at the request of either party. The language of the arbitration will be English. The arbitrator will be selected in accordance with the Arbitration Rules, and will be a former judge of Ontario or a senior lawyer licensed to practice law in Ontario and experienced in commercial disputes. There will be no appeal from the decision of an arbitrator except on a question of law. Costs of the arbitrator shall be determined by the arbitrator consistently with costs practice in the Superior Court of Justice in Ontario. To the maximum extent permitted by law, each arbitration shall be individually between two parties at a time, and no arbitrations shall be combined so as to form a class arbitration.

(c)            Enforceability/Law. Any question that must be put to a court pertaining to a Dispute shall be put to the courts of Ontario located in London, Ontario. If this Section 14 is found to be unenforceable in whole or in part, then the exclusive jurisdiction and venue provisions of Sections 15 and 16 shall govern. Any party may obtain an order reflecting a decision or order of the arbitrator in any court of competent jurisdiction.

‍15.           Governing Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

16.           Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, that are not resolved in accordance with Section 14 shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

‍17.           Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.funneldating.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.