CUSTOMER TERMS
Last Updated: October 5, 2026
Changes to these Terms take effect as described in Section 13 (Updates to These Terms).
PLEASE READ SECTION 14 (GOVERNING LAW & DISPUTE RESOLUTION). IT REQUIRES BINDING INDIVIDUAL ARBITRATION, WAIVES CLASS ACTIONS AND JURY TRIALS, AND LIMITS THE TIME TO BRING CLAIMS.
These Customer Terms (these "Terms") govern access to and use of the Platform and the professional services that Manicule, Inc. ("Manicule") provides to its customers. These Terms, together with the Acceptable Use Policy, the Professional Services Addendum, all SOWs entered into by Manicule and Customer, and any Additional Terms accepted with an SOW ("Additional Terms"), form a single agreement between Manicule and Customer (the "Agreement"). The current version of these Terms is posted at https://manicule.com/legal/customer-terms (the "Terms URL").
If you are entering into this Agreement on behalf of a company, business, or other legal entity, you represent that you have the authority to bind that entity to this Agreement, in which case "Customer" means that entity. Otherwise, "Customer" means you. If you enter into this Agreement on behalf of an entity without the authority to bind it, you are personally bound by this Agreement as Customer. Customer is identified in the Acceptance Record, as described in Section 15.11 (Acceptance).
Capitalized terms have the meanings given in Section 16 (Definitions), elsewhere in these Terms, or in the applicable SOW.
1. Agreement Structure
1.1 Platform and SOWs. Customer may use the Platform with or without an SOW. Customer may also enter into one or more SOWs with Manicule for professional services. Each SOW incorporates these Terms and the Professional Services Addendum by reference and forms part of the Agreement between Manicule and Customer. A Customer Affiliate may also enter into an SOW with Manicule, in which case that SOW, together with these Terms and the Professional Services Addendum, forms a separate agreement between Manicule and that Affiliate; references to "Customer" mean that Affiliate for that separate agreement, and no breach, termination, or other right or obligation under that separate agreement affects the Agreement between Manicule and Customer (or any other Affiliate's agreement), or vice versa.
1.2 Order of Precedence. If there is any inconsistency among the documents forming the Agreement, then (a) for the SOW concerned, the SOW controls over any Additional Terms, the Professional Services Addendum, and these Terms; (b) any Additional Terms control over the Professional Services Addendum and these Terms; (c) for the Services, the Professional Services Addendum controls over these Terms; and (d) these Terms control over the Acceptable Use Policy and any other policy referenced in these Terms — except that an SOW or Additional Terms may modify Section 4 (Fees & Payment), Section 6 (Representations & Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 13 (Updates to These Terms), or Section 14 (Governing Law & Dispute Resolution), or Sections 2.4, 2.8, or 5 of the Professional Services Addendum, only by expressly referencing the section it modifies (setting a term that the Professional Services Addendum says an SOW may set is not a modification). General or descriptive language in an SOW (such as a description of the Services or Deliverables) does not create an inconsistency with, or modify, these Terms or the Professional Services Addendum.
1.3 Version in Effect. Each SOW is governed by the version of these Terms and the Professional Services Addendum that Customer accepted with it (as recorded in the Acceptance Record), as subsequently updated in accordance with Section 13 (Updates to These Terms) and as modified by any Additional Terms (Section 1.4). Customer's use of the Platform is governed by the version of these Terms that Customer accepted, as subsequently updated in accordance with Section 13 (Updates to These Terms) and as modified by any Additional Terms (Section 1.4).
1.4 Additional Terms. The parties may, but are not required to, adopt Additional Terms with an SOW. Additional Terms modify these Terms or the Professional Services Addendum only as expressly stated in them; how they apply to later versions of these Terms and the Professional Services Addendum, and how they are amended and accepted, are as stated in the Additional Terms.
1.5 Business Use. The Platform and the Services are intended for use by businesses and organizations and not for consumer purposes. Customer represents that it is entering into this Agreement, and will use the Platform and the Services, for business or professional purposes and not for personal, family, or household purposes. To the maximum extent permitted by law, Customer acknowledges and agrees that consumer laws do not apply to this Agreement.
2. The Platform
2.1 Access and Use. Subject to the terms of this Agreement, Customer may access and use the Platform, and copy and use the Documentation only as needed to access and use the Platform, in each case for its internal business purposes and to publish Hosted Docs as described in Section 2.6 (Hosted Docs).
2.2 Plans. Customer's access to the Platform is subject to the features, limits, and Fees of the plan Customer selects in the Platform or that an SOW provides (each a "Plan"), as described in the Platform or the SOW. Customer may change its Plan as the Platform permits, and a change takes effect as the Platform describes. Manicule may change the features, limitations, or other conditions applicable to a free Plan, or discontinue offering a free Plan, at any time, subject to Section 5.4. Use of the Platform must comply with the Documentation and the limits of Customer's Plan.
2.3 Users and Accounts. Customer may invite individuals to use the Platform on its behalf or through its account (each a "User"); each User must accept the User Terms. Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their login credentials, including the email accounts they use to sign in. Customer will promptly notify Manicule if it suspects or knows of any fraudulent activity with its accounts or credentials, or if they become compromised.
2.4 Third-Party Tools. If Customer or its Users enable (a) their own or third-party AI-powered tools, agents, Model Context Protocol clients, or similar technologies, or (b) third-party services (together, "Third-Party Tools") to access the Platform (for example, by giving Third-Party Tools credentials or access tokens), Customer authorizes and agrees to be legally bound by the actions taken on its behalf by those Third-Party Tools. Customer is responsible for any costs incurred through the Third-Party Tools' use of the Platform. Customer agrees that its Third-Party Tools constitute an "electronic agent" or equivalent concept as defined in the Uniform Electronic Transactions Act and other similar laws.
2.5 Restrictions. Customer will comply with the Acceptable Use Policy posted at https://manicule.com/legal/acceptable-use (the "Acceptable Use Policy"), which is incorporated into this Agreement. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (a) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Platform (except to the extent Applicable Laws prohibit this restriction); (b) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Platform, except Users and visitors to Hosted Docs; (c) remove any proprietary notices or labels; (d) copy, modify, or create derivative works of the Platform; (e) use the Platform to develop a competing service or product; or (f) use the Platform with any High Risk Activities.
2.6 Hosted Docs. The Platform may host and publish documentation sites and other content that Customer creates in, or connects to, the Platform, including on domains Customer controls ("Hosted Docs"). By publishing Hosted Docs, Customer chooses to make them accessible to everyone on the internet and directs Manicule to do so, and Customer grants Manicule a worldwide, non-exclusive, royalty-free, fully paid license to use, copy, modify, adapt, reproduce, distribute, display, publish, store, and serve the Customer Content in Hosted Docs (including in formats adapted for AI agents and other automated readers) to provide them. Customer is responsible for its domains and DNS settings, for the content of Hosted Docs, and for informing visitors to Hosted Docs of, and obtaining from them, any notices, rights, permissions, or consents that Applicable Laws require. Manicule may refuse, remove, or disable access to Hosted Docs or other Customer Content that violates Applicable Laws, this Agreement, or the Acceptable Use Policy, or that is the subject of a legal claim, and will try to inform Customer before doing so when practical.
2.7 Integrations. "Integrations" means products, services, tools, or software functionality provided by anyone other than Manicule that interoperate with the Platform and that Customer or its Users connect to or use with it, such as code repositories, messaging tools, and analytics and AI providers, but not Third-Party Tools. Customer's use of any Integration, and any data exchanged in connection with an Integration, is solely between Customer and the applicable third-party provider, and is governed by that provider's terms of service, privacy notice, and other policies. Manicule does not make any representations, warranties, or guarantees regarding Integrations, their providers, their availability, or their conformity to Customer's security or compliance requirements, and is not responsible for any disclosure, modification, or deletion of Customer Content resulting from access by any Integration or its provider. While the Platform may contain features designed to interoperate with Integrations, Manicule cannot guarantee the continued availability of those features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if, for example, a provider ceases to make its Integration available for interoperation with the Platform on terms acceptable to Manicule.
2.8 AI Features. The Platform includes artificial intelligence and machine learning features (the "AI Features"). Customer and its Users may use AI Features by providing Input, and AI Features may generate Output in response to Input. Customer will not (and will not allow anyone else to) use AI Features for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with Applicable Laws and applicable professional ethics, guidelines, and rules. As between the parties, Customer owns all Output. To the extent permitted by Applicable Laws, Manicule hereby assigns to Customer all right, title, and interest — if any — in and to Output. Customer is responsible for reviewing, testing, and validating any Output before relying on or publishing it, and for its use of Output, including ensuring it complies with Applicable Laws and does not infringe third-party rights.
2.9 AI-Visibility Results. The Platform may sample answers from third-party AI assistants, search engines, and other services that Manicule does not control, and report how Customer and others appear in those answers ("AI-Visibility Results"). AI-Visibility Results are samples, not complete records: those services' answers are not deterministic, and the services and their answer sources may change or become unavailable at any time.
2.10 Beta Products. If Manicule gives Customer access to a Beta Product, Section 6.3 (From Manicule) does not apply to it. Customer acknowledges that Beta Products are experimental in nature.
2.11 Changes to the Platform. Manicule changes the Platform through updates and the addition of new features. Subject to Section 6.3 (From Manicule), Manicule may modify or discontinue, temporarily or permanently, the Platform (or any part of it) at any time.
3. Intellectual Property & Data
3.1 Customer Content. Manicule may copy, display, modify, and use Customer Content as needed to provide and maintain the Platform and related offerings, and as permitted by Section 2.6 (Hosted Docs) and Section 3.2 (Model Training). Customer is responsible for the accuracy and content of Customer Content.
3.2 Model Training. Customer grants Manicule and its Affiliates a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, copy, store, modify, analyze, and create derivatives of Platform Data to develop, train, fine-tune, evaluate, benchmark, and improve artificial intelligence and machine learning models and technologies, whether Manicule's own or those of third parties, including by sharing Platform Data with third parties for the purpose of developing and improving their products, including training and improving their artificial intelligence and machine learning models (collectively, "Model Training"). Platform Data does not need to be aggregated or de-identified before it is used for Model Training, and Manicule may retain copies of Platform Data for Model Training after Customer deletes it or this Agreement ends. For the avoidance of doubt, use of Platform Data for Model Training is within the scope of this license and does not constitute a sale or other restricted transfer of Platform Data. Manicule has no obligation to remove Platform Data from, or to retrain, any model trained before Customer deleted the data or before this Agreement ended.
3.3 Excluded Data. Manicule will not use Connected Data or Services Data for Model Training.
3.4 Feedback and Usage Data. Customer may, but is not required to, give Manicule Feedback, in which case Customer gives Feedback "AS IS". Manicule may use all Feedback freely without any restriction or obligation. In addition, Manicule may collect and analyze Usage Data, and Manicule may freely use Usage Data to maintain, improve, enhance, and promote Manicule's products and services without restriction or obligation. However, Manicule may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users, or as permitted by Section 3.2 (Model Training).
3.5 Reservation of Rights. Manicule retains all right, title, and interest in and to the Platform and the Documentation, whether developed before or after Customer accepted this Agreement. Except for the limited rights in this Agreement, Customer retains all right, title, and interest in and to the Customer Content. Except for the rights expressly granted in this Agreement, neither party transfers any rights in its products, data, or other intellectual property to the other party.
4. Fees & Payment
4.1 Fees and Invoices. Customer will pay the fees for its Plan, as described in the Platform, and the fees stated in each SOW (together, the "Fees"). Unless the Plan or SOW states otherwise, all Fees are in U.S. Dollars and exclusive of taxes. Manicule will invoice SOW Fees as described in the SOW or, if the SOW does not describe invoicing, once per Billing Period. Fees are non-refundable once invoiced or charged, except as expressly provided in this Agreement.
4.2 Payment. Customer will pay each invoice within the payment period stated in the SOW or, if the SOW does not state one, within thirty (30) days of receipt of the invoice; where the SOW states a prepaid payment term, each invoice is due by the later of the first day of the period it covers and ten (10) days after receipt (in each case, the "Payment Period"). Customer will pay Fees using a payment method that Stripe, Manicule's payment processor, presents to Customer. For a Plan paid by automatic payment, Manicule will automatically charge the payment method on file for Fees as described in the Platform, and Customer authorizes all such charges; in this case, Manicule will make a copy of Customer's bills or transaction history available to Customer. Customer will pay all Fees in full, without setoff, withholding, or deduction, except for (a) tax withholding required by Applicable Laws as described in Section 4.5; (b) amounts disputed in good faith under Section 4.4, as to which Customer may withhold only the disputed portion while resolution is pending; and (c) amounts Manicule has agreed in writing to credit, or that have been finally awarded to Customer under Section 14, which Customer may set off.
4.3 Late Payment. Undisputed amounts not paid when due will accrue a finance charge of 1.5% per month (or the maximum rate permitted by law, if lower). If undisputed amounts remain unpaid more than ten (10) days after Manicule gives Customer written notice of late payment, Manicule may suspend performance of the Services, access to the Platform, or both until payment is made; the effects of a suspension of the Services are described in Section 4.5 of the Professional Services Addendum. Manicule's notice of late payment constitutes a notice of material breach under Section 5.2(a), and if the undisputed amounts remain unpaid thirty (30) days after that notice, Manicule may terminate the affected SOW or Plan by further written notice. Suspension does not relieve Customer of its payment obligations. In any action or arbitration to collect overdue undisputed amounts, the prevailing party may recover its reasonable costs, including reasonable attorneys' fees, court and arbitration costs, and collection costs.
4.4 Payment Disputes. If Customer has a good-faith disagreement about amounts invoiced or charged, Customer must notify Manicule of the dispute in writing, with reasonable detail, during the Payment Period (or, for an automatic payment, within thirty (30) days after the charge), and must pay all undisputed amounts on time; Customer may raise only one dispute process per invoice or charge. The parties will work together in good faith to resolve the dispute within fifteen (15) days after the end of the Payment Period; if the dispute is not resolved within that period, either party may escalate it under Section 14.2. While resolution of a good-faith dispute under this Section is pending, Manicule will not suspend the Services or access to the Platform, terminate for nonpayment, or charge finance charges based on the disputed amounts. Disputed amounts finally determined to be owed accrue the finance charge under Section 4.3 from their original due date.
4.5 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees (including sales, use, VAT, GST, or withholding) that Manicule itemizes and includes in an invoice or charge. Customer is not responsible for Manicule's income taxes.
5. Term, Suspension & Termination
5.1 Term. This Agreement starts when Customer first accepts these Terms (or, if earlier, on the Effective Date of Customer's first SOW that incorporates these Terms) and continues until terminated under this Section 5. The term of each SOW is described in Section 4.1 of the Professional Services Addendum.
5.2 Termination for Cause. (a) Either party may terminate this Agreement, an SOW, or a paid Plan immediately if the other party (i) fails to cure a material breach of the Agreement or SOW within thirty (30) days after receiving written notice of the breach; (ii) materially breaches the Agreement or SOW in a manner that cannot be cured; (iii) dissolves or stops conducting business without a successor; (iv) makes an assignment for the benefit of creditors; or (v) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than sixty (60) days. (b) Either party may terminate an affected SOW or paid Plan immediately if a Force Majeure Event prevents Manicule from providing the Services or the Platform for thirty (30) or more consecutive days. (c) A party must notify the other of its reason for termination. (d) The rights in Section 5.3 and Section 5.4, the renewal-cancellation right in Section 4.1 of the Professional Services Addendum, and any additional termination provisions in an SOW are in addition to, and not in lieu of, the termination rights in this Section 5.2. If Customer terminates a paid Plan under Section 5.2(a), Manicule will refund the prorated prepaid Fees for the remainder of the paid period.
5.3 Termination by Customer. Customer may delete any of its workspaces in the Platform at any time, and may cancel a paid Plan as the Platform permits, effective at the end of the then-current billing period. Deleting all of its workspaces terminates this Agreement, unless an SOW is in effect, in which case this Agreement continues until the last SOW expires or terminates.
5.4 Termination of Free Plans by Manicule. Manicule may terminate any workspace on a free Plan, or this Agreement if Customer has no paid Plan and no SOW in effect, at any time by providing thirty (30) days' prior notice to the email address of an administrator of the workspace, or immediately upon notice if Customer breaches Section 2.5 (Restrictions) or the Acceptable Use Policy or if termination is required by Applicable Laws.
5.5 Suspension. If Customer (a) breaches Section 2.5 (Restrictions) or the Acceptable Use Policy; or (b) uses the Platform in violation of this Agreement or in a way that materially and negatively impacts the Platform or others, then Manicule may temporarily suspend Customer's access to all or any part of the Platform with or without notice. However, Manicule will try to inform Customer before suspending Customer's access when practical, and will tailor any suspension as needed to preserve the integrity, operability, and security of the Platform. Manicule will reinstate Customer's access to the Platform only if Customer resolves the underlying issue. Suspension of the Services under an SOW is governed by Section 4.5 of the Professional Services Addendum.
5.6 Effect of Termination. Upon any expiration or termination of this Agreement: (a) all SOWs and Plans forming part of this Agreement terminate; (b) Customer will no longer have any right to use the Platform; (c) each Recipient will return or destroy Discloser's Confidential Information in its possession or control, subject to Section 3.2 (Model Training), Section 5.7(b), and the copy obligation below; and (d) Manicule will submit a final bill or invoice for all outstanding Fees accrued before termination, and Customer will pay it according to Section 4 (Fees & Payment). When Customer deletes a workspace, its Customer Content is deleted and cannot be recovered, subject to Section 3.2 (Model Training) and Section 5.7(b). Upon Customer's request made within thirty (30) days after Manicule terminates a workspace, Manicule will make a reasonable effort to provide Customer with a copy of the Customer Content in that workspace; after that period, Manicule will delete it (though some information may remain in backups), subject to the same Sections. The effect of expiration or termination of an SOW is described in Section 4.3 of the Professional Services Addendum.
5.7 Survival. (a) The following survive expiration or termination of this Agreement: Section 2.5 (Restrictions), Section 3 (Intellectual Property & Data), Section 4 (Fees & Payment) for amounts accrued or payable before expiration or termination, Section 5.6 (Effect of Termination), this Section 5.7, Section 6 (Representations & Warranties), Section 7 (Disclaimer), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 14 (Governing Law & Dispute Resolution), Section 15 (General Terms), Section 16 (Definitions), the provisions of the Professional Services Addendum listed in its Section 4.4, and any other provision that by its nature should survive. (b) A Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record-retention policies or as required by Applicable Laws, in which case Section 10 (Confidentiality) continues to apply to the retained Confidential Information.
6. Representations & Warranties
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) if it is an entity, it is duly organized, validly existing, and in good standing under the Applicable Laws of its jurisdiction of origin; and (c) it will comply with all Applicable Laws in performing its obligations and exercising its rights under this Agreement.
6.2 From Customer. Customer represents and warrants to Manicule that: (a) Manicule's use of Customer Materials and Customer-procured Third-Party Materials under this Agreement does not and will not infringe or misappropriate anyone else's copyright, trademark, trade secret, or right of publicity, and it has all rights necessary to provide them; (b) it has provided all notices, and obtained and will maintain all rights, consents, and permissions, necessary for Manicule to access and use the Customer Content, the Customer Materials, and the Integrations and Customer Data Sources that Customer connects or grants access to, as contemplated by this Agreement, including with respect to any personal information they contain; and (c) it has all necessary rights, licenses, and authority to use any third-party service account credential, API key, or other access method it provides to or enables for the Platform.
6.3 From Manicule. For each paid Plan, and for Platform access included in an SOW, Manicule represents and warrants to Customer that it will not materially reduce the general functionality of the Platform during the paid billing period or the SOW Term. Manicule's warranties for the Services and the Deliverables are in Section 5 of the Professional Services Addendum.
6.4 Warranty Remedy. If Manicule breaches the warranty in Section 6.3 (From Manicule), Customer must give Manicule notice (with enough detail for Manicule to understand or replicate the issue) within forty-five (45) days of discovering the issue. Within forty-five (45) days of receiving sufficient details of the warranty issue, Manicule will attempt to restore the general functionality of the Platform. If Manicule cannot resolve the issue, Customer may terminate the affected Plan and Manicule will pay to Customer a prorated refund of prepaid Fees for the remainder of the paid period or, for Platform access included in an SOW, terminate the affected SOW with the refund described in Section 4.3 of the Professional Services Addendum. Manicule's restoration obligation, and Customer's termination right, are Customer's only remedies if Manicule does not meet the warranty in Section 6.3 (From Manicule).
7. Disclaimer
7.1 Disclaimer. Manicule makes no guarantees that the Platform will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Platform. Free Plans and Beta Products are provided "AS IS" and "AS AVAILABLE". EXCEPT FOR THE WARRANTIES IN SECTION 6 (REPRESENTATIONS & WARRANTIES) AND IN SECTION 5 OF THE PROFESSIONAL SERVICES ADDENDUM, MANICULE AND CUSTOMER EACH DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. WITHOUT LIMITING THE FOREGOING, MANICULE DOES NOT WARRANT ANY PARTICULAR MARKETING OUTCOME, AI VISIBILITY, AUDIENCE ENGAGEMENT, TRAFFIC, LEAD GENERATION, OR OTHER BUSINESS RESULT FROM THE PLATFORM, THE SERVICES, OR THE DELIVERABLES.
7.2 Nature of AI. Due to the nature of artificial intelligence and machine learning, Output and AI-Visibility Results may be incorrect or inaccurate. AI Features are not human and are not a substitute for human oversight. Output may not be protectable as intellectual property. Output may resemble or be duplicative of data, information, and materials created by AI Features for others. Manicule does not provide any representation or warranty that Output (a) does not and will not incorporate or reflect the data, information, prompts, or materials of others, or (b) will not violate, misappropriate, or otherwise infringe upon the intellectual property or other proprietary rights of another person or entity. Output and AI-Visibility Results are provided "AS IS".
8. Limitation of Liability
8.1 General Cap. EXCEPT AS PROVIDED IN SECTIONS 8.2 AND 8.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) AND (B) THE FEES PAID OR PAYABLE BY CUSTOMER TO MANICULE UNDER THE PLAN OR SOW GIVING RISE TO THE CLAIM (OR, IF THE CLAIM DOES NOT ARISE UNDER A PARTICULAR PLAN OR SOW, UNDER ALL PLANS AND SOWS FORMING PART OF THIS AGREEMENT) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM (THE "GENERAL CAP"). FOR A CLAIM ARISING FROM PLATFORM ACCESS INCLUDED IN AN SOW, THE FEES UNDER THAT SOW COUNT TOWARD CLAUSE (B).
8.2 Increased Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR INCREASED CLAIMS WILL NOT EXCEED TWO TIMES (2X) THE GENERAL CAP. "Increased Claims" means an Indemnifying Party's indemnification obligations under Section 9 (Indemnification), a party's breach of Section 10 (Confidentiality), and Manicule's breach of Section 10.5 (Security).
8.3 Uncapped Claims. THE CAPS IN SECTIONS 8.1 AND 8.2 DO NOT APPLY TO: (a) CLAIMS RESULTING FROM A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (b) CUSTOMER'S OBLIGATION TO PAY FEES; OR (c) CUSTOMER'S BREACH OF SECTION 2.5 (RESTRICTIONS) OR THE ACCEPTABLE USE POLICY.
8.4 Damages Waiver. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE. THIS WAIVER DOES NOT APPLY TO INCREASED CLAIMS OR TO THE CLAIMS DESCRIBED IN SECTION 8.3.
8.5 Applicability. THE LIMITATIONS AND WAIVERS IN SECTIONS 8.1 THROUGH 8.4 APPLY TO ALL LIABILITY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF STATUTORY DUTY, OR OTHERWISE. NOTHING IN THIS AGREEMENT WILL LIMIT, EXCLUDE, OR RESTRICT A PARTY'S LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.
9. Indemnification
9.1 Protection by Manicule. Manicule will indemnify, defend, and hold harmless Customer from and against all Manicule Covered Claims made by someone other than Customer, its Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) that arise from the Manicule Covered Claim. "Manicule Covered Claims" means (a) any action, suit, proceeding, or claim that the Platform, when used by Customer on a paid Plan or under an SOW according to this Agreement, violates, misappropriates, or otherwise infringes anyone else's intellectual property or other proprietary rights; and (b) the claims relating to the Services described in Section 6 of the Professional Services Addendum. Manicule's obligations under clause (a) do not apply to claims that result from: (i) Customer Content (including Hosted Docs and Connected Data), Output, or Integrations; (ii) modifications to the Platform that were not authorized by Manicule or that were made in compliance with Customer's instructions; (iii) unauthorized use of the Platform, including use in violation of this Agreement; (iv) use of the Platform in combination with items not provided by Manicule; or (v) use of a free Plan or a Beta Product.
9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Manicule from and against all Customer Covered Claims made by someone other than Manicule or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) that arise from the Customer Covered Claim. "Customer Covered Claims" means any action, suit, proceeding, or claim that: (a) Customer Content (including Hosted Docs), Customer Materials, or Customer-procured Third-Party Materials, when used by Manicule according to this Agreement, violate, misappropriate, or otherwise infringe anyone else's intellectual property or other proprietary rights or violate Applicable Laws; (b) arises out of statements, claims, or materials in a Deliverable that Customer originated, supplied, or expressly directed (including product claims and factual assertions that Customer supplied or confirmed), or that Customer approved in writing after Manicule specifically identified the associated risk to Customer in writing; (c) arises out of Customer's breach of the warranty in Section 6.2(b), including any claim by an individual whose personal information was contained in Customer Content, a Customer Data Source, or Customer Materials that Manicule accessed or used as authorized by this Agreement; or (d) arises out of Customer's or its Users' breach of Section 2.5 (Restrictions) or the Acceptable Use Policy, or their use of Output, Third-Party Tools, or Integrations. Customer's obligations under this Section 9.2 do not apply to Customer Covered Claims that result from Manicule's unauthorized use of the Customer Content, including use in violation of this Agreement.
9.3 Procedure. The Protected Party must: (a) promptly notify the Indemnifying Party of each Covered Claim for which it seeks protection; (b) provide reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) give the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A failure to comply with this Section 9.3 relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the failure. A Protected Party may participate in a Covered Claim with its own attorneys at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
9.4 Infringement Remedies. If required by settlement or court order, or if deemed reasonably necessary in response to a Manicule Covered Claim under Section 9.1(a), Manicule may: (a) obtain the right for Customer to continue using the Platform; (b) replace or modify the affected component of the Platform without materially reducing the general functionality of the Platform; or (c) if neither (a) nor (b) is reasonable, terminate the affected Plan and issue a prorated refund of prepaid Fees for the remainder of the paid period or, for Platform access included in an SOW, terminate the affected SOW with the refund described in Section 4.3 of the Professional Services Addendum.
9.5 Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim, and does not limit either party's direct claims against the other under this Agreement.
10. Confidentiality
10.1 Non-Use and Non-Disclosure. Unless otherwise authorized in this Agreement (including by Section 3.2 (Model Training)), Recipient will (a) use Discloser's Confidential Information only to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least the same protections it uses for its own similar information, and no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.
10.3 Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited, Recipient provides Discloser reasonable advance notice and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment.
10.4 Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know, but only if the person or entity is bound by confidentiality obligations at least as protective as this Section 10 and Recipient remains responsible for their compliance. Notwithstanding the foregoing, either party may disclose the terms of this Agreement to potential investors or acquirers in connection with bona fide investment or acquisition due diligence, provided the recipients are bound by confidentiality obligations at least as protective as this Section 10.
10.5 Security. Manicule will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content and Customer's Confidential Information (including Connected Data) against unauthorized access, use, or disclosure, and will access Integrations and Customer Data Sources on a least-privilege, read-only basis where feasible. Manicule will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or disclosure of Customer Content or Customer's Confidential Information in Manicule's possession or systems, and will reasonably cooperate with Customer's remediation efforts. Manicule remains responsible for the third-party service providers and AI tools it uses to provide the Platform and the Services.
11. Publicity
11.1 Marketing Use by Manicule. Notwithstanding Section 10 (Confidentiality), Manicule may identify Customer as a customer and use Customer's name, logo, and trademarks on Manicule's website and in Manicule's marketing materials, customer lists, portfolio, social media, and public announcements identifying Customer and the general nature of its use of the Platform and the Services, without further consent from Customer, subject to any written trademark usage guidelines Customer provides. Case studies and other marketing materials that describe Customer's use of the Platform or an engagement in detail — beyond identifying Customer and the general nature of its use — require Customer's prior approval, which may be given by email and which Customer will not unreasonably withhold or delay. All goodwill from such use inures to Customer's benefit. Customer may withdraw its consent to future uses under this Section 11.1 and Section 3.7 of the Professional Services Addendum at any time by written notice, in which case Manicule will make no new uses of Customer's name, marks, or Deliverables; Manicule is not required to remove or modify materials published or distributed before the withdrawal, except that Manicule will remove Customer's marks from Manicule's own website within thirty (30) days after Customer's reasonable request for legal or rebranding reasons.
11.2 Publicity by Customer. Notwithstanding Section 10 (Confidentiality), Customer may identify Manicule as its service provider.
12. Professional Services
12.1 Professional Services Addendum. The Professional Services Addendum posted at https://manicule.com/legal/professional-services (the "Professional Services Addendum") governs the professional services Manicule performs under each SOW and forms part of this Agreement while any SOW is in effect, and thereafter as to the provisions listed in its Section 4.4.
12.2 Plan Changes. While an SOW that includes access to the Platform is in effect, Customer's workspaces are on the Plan that SOW provides. When the last such SOW expires or terminates, those workspaces continue under these Terms on a free Plan (or another Plan Customer selects), subject to that Plan's limits, without further acceptance by Customer.
13. Updates to These Terms
13.1 Updates by Manicule. Manicule may update these Terms, the Professional Services Addendum, and the Acceptable Use Policy from time to time. When Manicule updates any of them, it will (a) post the updated version at the Terms URL (or, for the Professional Services Addendum and the Acceptable Use Policy, at their URLs) with a new "Last Updated" date, keeping earlier versions available at that URL followed by "/versions", and (b) give Customer written notice of the update (email to Customer's Notice Address is sufficient) describing the material changes. An update never takes effect on posting alone.
13.2 Effectiveness. An update takes effect: (a) for each SOW (including Platform access included in it), at the start of the first renewal Contract Period of that SOW that begins at least seven (7) days after Manicule's notice — an update never takes effect during a Contract Period already in progress — and, for an SOW without renewing Contract Periods (such as a fixed-fee or milestone engagement), only with Customer's written consent; (b) for Customer's use of the Platform under a paid Plan, at the start of the first billing period that begins at least thirty (30) days after Manicule's notice; and (c) for Customer's use of the Platform under a free Plan, thirty (30) days after Manicule's notice. Customer's renewal of an SOW or paid Plan into a period governed by the updated version, or continued use of the Platform after an update takes effect, constitutes acceptance of the update. Notwithstanding clauses (a) and (b), an update to the Acceptable Use Policy takes effect thirty (30) days after Manicule's notice, subject to Section 13.5. An update takes effect earlier for any SOW or Plan when Customer expressly accepts it, including through the online acceptance flow. For a material update, Manicule may also require an administrator of Customer's workspace to accept the update in the Platform to continue using the workspace after the update takes effect.
13.3 Protected Sections. No update modifies Section 3 (Intellectual Property & Data), Section 6 (Representations & Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), or Section 14 (Governing Law & Dispute Resolution), or Sections 3, 5, or 6 of the Professional Services Addendum, as they apply to an SOW already in effect, without Customer's express written consent.
13.4 Right to Cancel. If Customer does not agree to an update, Customer may, before the update takes effect, (a) cancel the renewal of any affected SOW or paid Plan by giving Manicule written notice, notwithstanding any longer non-renewal notice period in the SOW or in Section 4.1 of the Professional Services Addendum, effective at the end of the then-current Contract Period or billing period; or (b) stop using, and delete, its workspaces. In each case, the version in effect immediately before the update continues to govern through the effective date of cancellation or deletion, and Fees already invoiced or charged remain payable in accordance with Section 4 (Fees & Payment).
13.5 Limits on Updates. No update will (a) increase the Fees or materially reduce the Services under an active SOW, or increase the Fees for a paid Plan during a billing period already in progress, (b) apply to claims that accrued, or that arise out of acts or omissions occurring, before the update took effect, or (c) shorten or eliminate Customer's cancellation right in Section 13.4. Updates to the Acceptable Use Policy and other policies referenced in these Terms will not materially reduce Manicule's obligations, or materially expand Customer's obligations or liability, during a paid billing period or an SOW's Contract Period already in progress. Updates that are required by Applicable Laws may take effect as required by those laws, with notice to Customer.
14. Governing Law & Dispute Resolution
14.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Informal Resolution First. Before initiating arbitration, the party raising a dispute must give the other party written notice describing the dispute, and the parties will attempt in good faith to resolve it through direct discussion between executives of each party (or, for a party who is an individual, that individual) for at least thirty (30) days after the notice. All statutes of limitations and contractual limitation periods applicable to the dispute are tolled from the date of the notice until the earliest of (a) the parties' written resolution of the dispute, (b) either party's written declaration that the discussions have reached impasse, and (c) sixty (60) days after the notice.
14.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or to Manicule's websites, products, or services — including the formation, interpretation, breach, or termination of this Agreement, and including whether a claim is subject to arbitration — that is not resolved under Section 14.2 will be resolved by final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (or, for claims within its scope, its Streamlined Arbitration Rules and Procedures). The arbitration will be conducted in English by a single arbitrator in San Francisco, California (or another location the parties agree to in writing, including by videoconference). The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator may award any relief a court of competent jurisdiction could award, consistent with the limitations in this Agreement, and will issue a reasoned written decision. If a party is an individual, Manicule will pay the JAMS filing, administration, and arbitrator fees that exceed the court filing fee for an equivalent claim, unless the arbitrator finds the claim frivolous. Each party will bear its own attorneys' fees and costs unless the arbitrator awards them under this Agreement, Applicable Laws, or the JAMS rules. This Section 14 does not apply to a claim that arose before the claiming party first accepted an agreement with Manicule containing this Section 14 or a predecessor dispute-resolution provision.
14.4 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE UNDER THIS AGREEMENT WILL BE BROUGHT AND CONDUCTED ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) must be severed from arbitration and brought in the courts identified in Section 14.6, and the waiver will remain in effect for all other claims.
14.5 Exceptions. Notwithstanding Sections 14.3 and 14.4, either party may (a) bring an individual claim in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened breach of a party's confidentiality obligations or infringement or misappropriation of a party's intellectual property rights, without the need to post a bond and without limiting its other rights or remedies.
14.6 Chosen Courts. For any dispute not subject to arbitration under this Section 14, the parties will bring the action exclusively in the State courts of the State of California located in the City and County of San Francisco or the United States District Court for the Northern District of California, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection based on forum non conveniens. FOR ANY DISPUTE PROCEEDING IN COURT UNDER THIS SECTION 14, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ITS RIGHT TO A TRIAL BY JURY. If the jury waiver above is held unenforceable in an action in a California state court, the parties agree that, upon the motion of either party, the dispute will be resolved by general judicial reference under California Code of Civil Procedure § 638 before a referee appointed by the court, and each party waives any objection to that procedure.
14.7 Mass Filings. If twenty-five (25) or more similar arbitration demands are filed against a party by or with the assistance of the same law firm or organization, the JAMS Mass Arbitration Procedures and Guidelines (including its fee schedule) will apply, and the parties will cooperate in good faith on a process (such as batching or bellwether proceedings) for the fair and efficient resolution of the demands.
14.8 Time Limit on Claims. To the extent permitted by Applicable Laws, any claim arising out of or relating to this Agreement must be initiated by notice under Section 14.2 within two (2) years after the claiming party first knew or reasonably should have known of the facts giving rise to the claim, and an arbitration demand (or court action permitted under this Section 14) for the claim must be filed within one hundred eighty (180) days after the tolling period under Section 14.2 ends, or the claim is permanently barred. This Section does not apply to: (a) claims for indemnification under this Agreement, which may be initiated at any time until one (1) year after final resolution of the underlying third-party claim; (b) claims arising from fraud or willful misconduct; (c) claims for infringement or misappropriation of intellectual property; (d) claims for breach of confidentiality obligations; (e) claims for unpaid fees; and (f) claims that cannot be time-limited under Applicable Laws.
15. General Terms
15.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject (the User Terms separately govern each User's individual use of the Platform) and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Manicule expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Platform or the Services unless expressly agreed to in a legally binding written agreement signed by an authorized Manicule representative, regardless of what such terms may say. Each party acknowledges that it has not relied on, and will have no right or remedy based on, any statement, representation, promise, assurance, or projection not expressly set out in this Agreement — including any statement about future services, features, expected results, or performance — except in the case of fraud (including fraudulent misrepresentation and fraudulent concealment) or any other liability that cannot be disclaimed under Applicable Laws.
15.2 Modifications, Severability, and Waiver. Except for updates made under Section 13 (Updates to These Terms) and Change Orders under Section 2.3 of the Professional Services Addendum, any waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party; a document Manicule issues through its online acceptance flow that Customer then accepts satisfies this requirement. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms will remain in full force and effect. The failure of a party to enforce a term or exercise a right is not a waiver of that term or right.
15.3 Non-Exhaustive Remedies. Except where this Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
15.4 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement upon notice to the other party in connection with a merger, change of control, reorganization, or sale of all or substantially all of the equity, business, or assets to which this Agreement relates, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.
15.5 Notices. Legal notices under this Agreement — including notices of breach, cure, suspension, termination, non-renewal, warranty claims, indemnification claims, withdrawals of consent under Section 11.1, and dispute notices under Section 14 — must be in writing and sent to the receiving party's Notice Address. Manicule's Notice Address is [email protected] and 2261 Market Street STE 65444, San Francisco, CA 94114. Customer's Notice Address is the email address and legal-entity address in the Acceptance Record for the applicable SOW or, where there is none, the email address of the individual who accepted these Terms on Customer's behalf or of any administrator of Customer's workspace. Either party may change its Notice Address by notice given under this Section. Legal notices are deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery. All other communications under this Agreement — including submissions, acceptances, rejections, approvals, and Change Order correspondence — are effective when delivered in writing (including by email) to the receiving party's designated point of contact, through the Platform, or through the workflow described in the SOW.
15.6 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
15.7 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
15.8 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations under this Agreement caused by a Force Majeure Event. This Section does not excuse Customer's obligation to pay Fees.
15.9 Export Controls; Anti-Bribery. Customer may not remove or export from the United States or allow the export or re-export of the Platform, the Deliverables, or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Manicule may terminate this Agreement immediately without notice or liability to comply, as determined in Manicule's sole discretion, with applicable export controls and sanctions laws and regulations. Neither party will take any action that would violate any Applicable Laws prohibiting bribery or corruption, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
15.10 Titles and Interpretation. Section titles are for convenience only. All uses of "including" and similar phrases are non-exhaustive and without limitation.
15.11 Acceptance. Customer enters into this Agreement electronically: by clicking the button presented with these Terms when creating a workspace or when Manicule asks for Customer's acceptance in the Platform, or by accepting an SOW through the online acceptance flow Manicule provides (or another electronic acceptance mechanism the parties agree to in writing). Acceptance through any of these mechanisms constitutes Customer's signature. Manicule's record of each acceptance — including the name (where provided) and email address of the accepting individual, the workspace (including its name and domains) for which they accepted, the version of each document accepted, the text presented with the acceptance button, the date and time of acceptance, and, for an SOW, the Customer legal-entity name and address provided at acceptance and any Additional Terms accepted with the SOW (the "Acceptance Record") — identifies Customer.
15.12 Electronic Communications. For contractual purposes, Customer (a) consents to receive communications from Manicule in an electronic form via the email addresses in its Notice Address or via the Platform; and (b) agrees that all terms, agreements, notices, disclosures, and other communications that Manicule provides electronically satisfy any legal requirement that those communications would satisfy if they were on paper.
16. Definitions
16.1 "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
16.2 "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority.
16.3 "Beta Product" means an early or prerelease feature or version of the Platform that is identified as beta, preview, experimental, or similar, or a version of the Platform that is not generally available.
16.4 "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before Customer accepted this Agreement or before the Effective Date of the applicable SOW, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential," "proprietary," or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Customer's Confidential Information includes non-public Customer Content, and Manicule's Confidential Information includes non-public information about the Platform. Confidential Information includes the existence and terms of this Agreement and each SOW (including Fees) and the existence, content, and result of any arbitration between the parties, subject to the disclosures permitted by Sections 10.3, 10.4, and 11.
16.5 "Connected Data" means data, information, and materials Manicule receives from an Integration that Customer or its Users connect to the Platform or from a Customer Data Source, together with copies of them and materials derived from them (including Output generated from them and Hosted Docs built from a connected repository), but excluding Usage Data.
16.6 "Covered Claim" means either a Manicule Covered Claim or a Customer Covered Claim.
16.7 "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Platform, including Input and Connected Data, but excludes Feedback.
16.8 "Customer Data Source" means a source of Customer data — such as a codebase or technical documentation, support tickets, customer email or CRM records, product analytics, or an internal knowledge base — that Customer grants Manicule access to, whether through an Integration or otherwise, including as described in Section 2.7 of the Professional Services Addendum.
16.9 "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
16.10 "Documentation" means the usage manuals and instructional materials for the Platform that are made available by Manicule.
16.11 "Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
16.12 "Feedback" means suggestions, feedback, or comments about the Platform, the Services, or Manicule's related offerings.
16.13 "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event, such as a natural disaster, war, pandemic, riot, act of terrorism, or public utility or internet failure.
16.14 "High Risk Activity" means any situation where the use or failure of the Platform could be reasonably expected to lead to death, bodily injury, or environmental damage.
16.15 "Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.
16.16 "Input" means the data, information, prompts, or materials submitted by or on behalf of Customer or Users to the AI Features, but excludes Feedback.
16.17 "OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
16.18 "Output" means the data, information, or materials created by the AI Features in response to Input.
16.19 "Platform" means Manicule's online platform, including the application at app.manicule.com, Hosted Docs, the AI Features, AI-visibility tracking, application programming interfaces, Model Context Protocol servers, and the Documentation, but excluding Integrations.
16.20 "Platform Data" means Customer Content, Output, AI-Visibility Results, Feedback, and Usage Data, but excludes Connected Data and Services Data.
16.21 "Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
16.22 "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.
16.23 "Services Data" means Deliverables (including drafts and work in progress), Customer Materials, and other materials Manicule creates or handles in performing the Services.
16.24 "Billing Period," "Change Order," "Contract Period," "Customer Materials," "Customer-procured Third-Party Materials," "Deliverables," "Effective Date," "Final Rejection," "Services," "SOW Term," "Subcontractors," and "Third-Party Materials" have the meanings given in the Professional Services Addendum.
16.25 "SOW" means a statement of work issued by Manicule and accepted by Customer under Section 15.11 (Acceptance) (or otherwise signed or electronically accepted by both parties) that includes the business details of the engagement, such as the Services, Deliverables, Fees, and other engagement-specific terms.
16.26 "Usage Data" means data and information about the provision, use, and performance of the Platform and related offerings, based on Customer's and Users' use of the Platform and on visits to Hosted Docs by people, AI agents, and crawlers. Usage Data does not include the contents of Customer Content, Connected Data, or Services Data, or Services Usage Data as defined in the Professional Services Addendum.
16.27 "User Terms" means the User Terms posted at https://manicule.com/legal/user-terms.