PROFESSIONAL SERVICES ADDENDUM
Last Updated: October 5, 2026
Changes to this Addendum take effect as described in Section 13 of the Customer Terms.
DISPUTES UNDER THIS ADDENDUM ARE RESOLVED AS DESCRIBED IN SECTION 14 OF THE CUSTOMER TERMS, WHICH REQUIRES BINDING INDIVIDUAL ARBITRATION, WAIVES CLASS ACTIONS AND JURY TRIALS, AND LIMITS THE TIME TO BRING CLAIMS.
This Professional Services Addendum (this "Addendum") governs the professional services that Manicule, Inc. ("Manicule") provides to Customer under each SOW. This Addendum forms part of the Agreement between Manicule and Customer under the Customer Terms posted at https://manicule.com/legal/customer-terms (the "Customer Terms"), as described in Section 12.1 of the Customer Terms. The current version of this Addendum is posted at https://manicule.com/legal/professional-services.
Capitalized terms have the meanings given in Section 8 (Definitions), elsewhere in this Addendum, in the Customer Terms, or in the applicable SOW. References to sections are to sections of this Addendum unless they name the Customer Terms.
1. Scope
1.1 Application. This Addendum applies to the Services under each SOW and to the Deliverables. Manicule's provision of the Platform, including access to the Platform included in an SOW, is governed by the Customer Terms.
1.2 Relationship to the Customer Terms. The Customer Terms apply to the Services except as this Addendum provides, and Section 1.2 of the Customer Terms determines which document controls if they are inconsistent.
2. Services
2.1 Providing Services. Manicule will perform the services described in each SOW (the "Services"), including creating the Deliverables (if any) identified in the SOW. Manicule will provide its own equipment and tools to perform the Services and will comply with Customer Policies identified in the SOW, if any.
2.2 Cooperation. Customer will reasonably cooperate with Manicule to allow the performance of the Services, including by fulfilling any customer obligations stated in the SOW. Manicule is not responsible for a delay or inability to perform the Services caused by Customer's failure to cooperate as reasonably requested, and timelines will be equitably extended to account for such delays. Manicule will propose any adjusted timeline in writing (email is sufficient); the adjustment takes effect unless Customer objects in good faith within five (5) business days after the proposal, in which case the parties will resolve the adjustment through the Change Order process in Section 2.3. An adjusted timeline extends dependent Rejection Periods and Resubmission Periods day-for-day.
2.3 Change Orders. Either party may request changes to an SOW by proposing a Change Order. The other party will review and consider proposed changes in good faith, but no Change Order is binding until signed or otherwise agreed in writing (including by email) by an authorized representative of each party.
2.4 Review Cycles and Acceptance. Deliverables are subject to acceptance under this Section 2.4 unless the SOW states otherwise. Each submission or resubmission of a Deliverable to Customer begins a review cycle (each a "Review Cycle"; the initial submission begins the first Review Cycle). Unless the SOW states otherwise, the "Rejection Period" is ten (10) business days from each submission or resubmission, and the "Resubmission Period" is ten (10) business days from Manicule's receipt of a rejection notice.
In each Review Cycle, Customer will either accept the Deliverable (in writing, including by email) or reject it by written notice identifying in reasonable detail the requirements of the SOW that the Deliverable does not meet, including any factual inaccuracies or misstatements to be corrected. Manicule will correct the issues identified in a rejection notice and resubmit the Deliverable within the Resubmission Period. Customer may reject each Deliverable no more than two (2) times (not counting a Final Rejection), unless the SOW states otherwise or the parties agree in writing to further revisions.
Manicule is responsible for the factual accuracy of the Deliverables, including reasonable fact-checking of statements concerning Customer's business, products, customers, and industry. Customer will reasonably assist by reviewing each submission during each Review Cycle and identifying in writing any factual inaccuracies or misstatements known to Customer, and Manicule will correct all inaccuracies so identified.
A Deliverable is deemed accepted upon the earliest of: (a) Customer's written acceptance; (b) expiry of a Rejection Period without a rejection notice; and (c) following the final permitted resubmission (that is, the resubmission following the last rejection permitted under this Section or the SOW), expiry of the Rejection Period without a Final Rejection. If, following the final permitted resubmission, the Deliverable still fails to conform to the requirements of the SOW (including factual accuracy) on grounds Customer timely identified in a prior rejection notice, Customer may instead finally reject the Deliverable by written notice within the Rejection Period (a "Final Rejection"), in which case Manicule will credit or refund the Fees reasonably attributable to that Deliverable (based on unit pricing stated in the SOW or, if none, a pro-rata share of the Fees for the Billing Period in which the Deliverable was first submitted) and has no further resubmission obligation for it.
Rejection under this Section is limited to the Deliverable's conformance with the requirements of the SOW, including its factual accuracy. Revision requests that expand the scope of the SOW, change a strategy or direction previously approved by Customer, or reflect subjective preferences beyond the requirements of the SOW are not grounds for rejection and may instead be proposed as Change Orders under Section 2.3.
Acceptance (including deemed acceptance) does not relieve Manicule of its obligation to correct any specific factual inaccuracy or misstatement that Customer identified in writing during a Review Cycle and that Manicule has not yet corrected; Manicule will correct each such item within the Resubmission Period following acceptance, and this obligation survives acceptance of the Deliverable.
2.5 Publication Approval. Where the Services include publishing or distributing content on Customer's behalf (including on Customer's website or social media accounts), Manicule will publish only content that Customer has affirmatively approved in writing (which may be by email or by the workflow described in the SOW). Deemed acceptance under Section 2.4 is not, by itself, approval to publish. Customer is responsible for its final review of content before approving publication, including legal and regulatory review of claims about Customer's own products and business.
2.6 Subcontractors. Manicule may use Subcontractors to perform the Services. Manicule remains responsible for (a) all acts and omissions of its Subcontractors, (b) its Subcontractors' compliance with the Agreement (including Section 10 of the Customer Terms), and (c) all payments owed to its Subcontractors.
2.7 Access to Customer Data Sources. To perform the Services with appropriate depth and accuracy, Manicule will ask Customer for access to various Customer Data Sources. Customer may grant, deny, or later revoke access to any Customer Data Source (revocation by written notice, including email); if Manicule is denied access to a requested Customer Data Source, the quality, accuracy, and depth of the Deliverables may degrade, as described in Section 2.8(b). A denial or revocation does not change the Fees and is not grounds for termination. All information Manicule obtains through Customer Data Sources is Customer's Confidential Information and Customer Materials, subject to Section 10 of the Customer Terms (including its Section 10.5) and Section 3.4 (Customer Materials); Manicule will limit access to personnel and Subcontractors performing the Services and, upon expiration or termination of the applicable SOW, will cease accessing Customer Data Sources for the Services and handle retained information in accordance with Section 4.3 of this Addendum and Section 5.7(b) of the Customer Terms. Manicule will delete or return personal information contained in Customer Materials or Customer Data Sources upon Customer's written request (subject to Section 5.7(b) of the Customer Terms) and certify deletion upon request.
2.8 Review Process; Exclusive Remedies. (a) Customer acknowledges that Deliverables are produced from the information available to Manicule and that drafts submitted during Review Cycles may contain factual or other inaccuracies; the Review Cycles in Section 2.4 are the process by which those inaccuracies are identified and corrected before acceptance, and the presence of inaccuracies in a Deliverable for which the Review Cycles have not been completed is not, by itself, a breach of the Agreement. (b) If Customer denies or revokes access to a Customer Data Source, Manicule will perform the Services using the information reasonably available to it, and the accuracy, specificity, and depth of the Deliverables may be affected. Manicule is not in breach of the Agreement (including the warranties in Section 5.1) to the extent Manicule demonstrates that an inaccuracy in or non-conformance of a Deliverable is attributable to a denied or revoked Customer Data Source or to inaccurate or incomplete Customer Materials; Manicule will nonetheless correct inaccuracies identified during Review Cycles as described in Section 2.4. (c) Customer's sole and exclusive remedies for the quality, accuracy, or conformance of a Deliverable (including for breach of the warranties in Sections 5.1(c) and 5.1(e)) are (i) the Review Cycles in Section 2.4, including Final Rejection and its credit or refund, (ii) Manicule's surviving correction obligation under Section 2.4, and (iii) the remedies in Section 5.2 (Warranty Remedy), including its refund and termination rights. An alleged inaccuracy in or non-conformance of a Deliverable is not a material breach of the Agreement or an SOW, and does not support termination under Section 5.2(a) of the Customer Terms, unless the Review Cycles for the affected Deliverable have been completed and Manicule has failed to provide the remedies required by Sections 2.4 and 5.2.
3. Intellectual Property
3.1 Deliverables. Except for Pre-Existing Materials and Third-Party Materials, Manicule assigns to Customer all right, title, and interest in the Deliverables at the time of assignment stated in the SOW or, if the SOW does not state one, upon Customer's payment in full of the invoice covering the Billing Period in which the Deliverable was first submitted to Customer (in either case, the "Time of Assignment"). From delivery until the Time of Assignment, Manicule grants Customer an automatic, worldwide, royalty-free license to use, reproduce, publish, distribute, and otherwise exploit the Deliverable; this license becomes irrevocable upon assignment, and Manicule may revoke it before assignment only if Customer fails to pay undisputed Fees attributable to the Deliverable and does not cure within thirty (30) days after Manicule's notice of late payment under Section 4.3 of the Customer Terms. Upon assignment, Manicule will assert no rights over the Deliverables except as expressly stated in the Agreement. Manicule will obtain from each employee, contractor, and Subcontractor who contributes to a Deliverable, before that person performs, a signed written agreement (a) assigning to Manicule (or directly to Customer) the rights needed to make the assignment in this Section 3.1, and (b) waiving moral rights in the Deliverables — including rights of attribution and integrity — in favor of Customer and its licensees or, where a waiver is not permitted by Applicable Laws, covenanting not to assert those rights against Customer or its licensees.
3.2 Pre-Existing Materials. To the extent Manicule incorporates Pre-Existing Materials into Deliverables, Manicule grants Customer a non-exclusive, non-transferable (except with a permitted assignment of the Agreement), perpetual, worldwide, royalty-free license to use those Pre-Existing Materials as part of the Deliverables, effective upon delivery of the Deliverable into which they are incorporated. Before the Time of Assignment of that Deliverable, this license is subject to the same revocation terms as the interim license in Section 3.1; it becomes irrevocable upon assignment of the Deliverable.
3.3 Third-Party Materials. (a) Manicule may incorporate Third-Party Materials into Deliverables only if permitted by the SOW or authorized by Customer in writing (including by email). (b) For Third-Party Materials procured by Manicule, Manicule is responsible for obtaining all rights necessary for Customer to use the Deliverables according to the Agreement. (c) For Third-Party Materials procured by Customer ("Customer-procured Third-Party Materials"), Customer is responsible for obtaining all rights necessary for Manicule to incorporate them into the Deliverables.
3.4 Customer Materials. Customer grants Manicule the right to copy, display, modify, and use Customer Materials only as needed to provide the Services and, where they are also Customer Content, as Section 3.1 of the Customer Terms permits. Customer is responsible for the accuracy and content of Customer Materials.
3.5 AI-Assisted Work. Manicule may use generative AI and machine-learning tools to assist in performing the Services, provided that (a) all Deliverables receive human review and editing by Manicule before submission, (b) except as permitted by Section 3.2 of the Customer Terms, Manicule will not input Customer's Confidential Information into any third-party AI tool that uses inputs to train its models or fails to provide reasonable confidentiality protections, (c) Manicule remains fully responsible for the Deliverables, including the warranties in Section 5 (Services Warranties), regardless of the tools used to create them, and (d) each Deliverable will reflect human authorship and creative control by Manicule personnel sufficient for the Deliverable as a whole to be protectable by copyright under United States law, and Manicule will disclose to Customer in writing any material component of a Deliverable that is wholly machine-generated.
3.6 Services Usage Data. Manicule may collect and use Services Usage Data to maintain, improve, and promote its services, in each case only in aggregated or de-identified form that does not identify Customer or any identifiable person.
3.7 Portfolio Use. After a Deliverable has been published or otherwise made publicly available by Customer, Manicule may display that Deliverable (in the form published) in Manicule's portfolio and marketing materials to identify work performed by Manicule, unless Customer withdraws consent under Section 11.1 of the Customer Terms.
3.8 Services Data. Section 3.3 of the Customer Terms applies to Services Data and to information obtained from Customer Data Sources. A Deliverable that Customer publishes in Hosted Docs is also Customer Content on the Platform once delivered, but it remains Services Data and this Section 3 continues to govern its ownership and the licenses granted to Customer in it.
4. SOW Term & Termination
4.1 SOW Term and Renewal. Each SOW runs for the contract period it states, measured from its Effective Date (each such period, a "Contract Period"). Unless the SOW states otherwise, each SOW renews automatically at the end of each Contract Period for a successive Contract Period of the same length. Either party may cancel an SOW's renewal by written notice given at least seven (7) days before the next Contract Period begins, in which case the SOW expires at the end of the then-current Contract Period.
4.2 Termination of SOWs. Either party may terminate an SOW as described in Section 5.2 of the Customer Terms and in the SOW. Termination of an individual SOW does not, by itself, affect any other SOW or Customer's use of the Platform under the Customer Terms.
4.3 Effect of Termination. Upon any expiration or termination of an SOW: (a) Manicule will have no further obligation to provide the Services under the expired or terminated SOW; (b) each Recipient will return or destroy Discloser's Confidential Information that it holds only for the purposes of that SOW, subject to Section 5.7(b) of the Customer Terms and to the delivery obligation below; (c) Manicule will submit a final invoice for all outstanding Fees accrued before the effective date of expiration or termination — including Fees for Services performed and any Fees for the then-current Contract Period that accrued under Section 4.5(a) — and Customer will pay the invoice according to Section 4 of the Customer Terms; and (d) unless the SOW terminated because of Customer's uncured material breach (including under Section 5.6(a) of the Customer Terms), Manicule will refund the portion of any prepaid Fees attributable to Services not performed as of the effective date of expiration or termination, within thirty (30) days. For purposes of clause (d), prepaid Fees are apportioned pro rata based on the elapsed portion of the applicable Billing Period (or by unit pricing where the SOW states it), and documented work in progress counts as Services performed to the extent it exceeds that measure.
Upon Customer's written request made within ninety (90) days after expiration or termination of an SOW, Manicule will deliver to Customer all completed Deliverables and all work in progress attributable to Fees paid, including editable source files in the formats in which Manicule maintains them (or in any other formats described in the SOW). Subject to that obligation, Manicule has no obligation to retain drafts, source files, or other work product more than ninety (90) days after expiration or termination of the applicable SOW, after which Manicule may delete them; this does not affect Customer's ownership of Deliverables already assigned to Customer or the application of Section 5.7(b) of the Customer Terms to retained Confidential Information.
4.4 Survival. The following survive expiration or termination of an SOW and of this Addendum: Section 2.4 (as to acceptance, deemed acceptance, and the surviving correction obligation), Section 2.8, Section 3 (Intellectual Property), Section 4.3 (Effect of Termination), this Section 4.4, Section 5 (Services Warranties), Section 6 (Services Indemnification), Section 7 (Non-Solicitation; Other Engagements) for the periods stated therein, Section 8 (Definitions), and any other provision that by its nature should survive.
4.5 Suspension of Services. In addition to its suspension right in Section 4.3 of the Customer Terms, Manicule may suspend performance of the Services under an SOW if Customer materially breaches the Agreement or the SOW and fails to cure the breach within ten (10) days after receiving written notice. During any suspension of the Services under this Section 4.5 or Section 4.3 of the Customer Terms: (a) Fees for the then-current Contract Period of the SOW continue to accrue, and Manicule may invoice them notwithstanding the suspension; (b) Deliverable schedules and other timelines are extended day-for-day for the duration of the suspension; and (c) Manicule will resume the Services promptly after the cause of the suspension is cured. If Manicule terminates the affected SOW under Section 5.2(a) of the Customer Terms because the cause of a suspension remains uncured, unpaid Fees for the remainder of the then-current Contract Period become immediately due and are included in the final invoice under Section 4.3(c). If a suspension is later determined to have been improper (for example, the amounts were not in fact due or the breach did not exist), Manicule will perform the remaining Services attributable to any paid Billing Period at no additional charge. Manicule is not liable for losses arising from a suspension properly made under this Section 4.5 or Section 4.3 of the Customer Terms based on a material breach or nonpayment that existed and was uncured.
5. Services Warranties
5.1 From Manicule. Manicule represents and warrants to Customer that: (a) it will perform the Services in a timely, competent, and professional manner consistent with industry standards for the type of services described in the SOW; (b) the Deliverables (excluding Customer Materials and Customer-procured Third-Party Materials) do not and will not infringe or misappropriate anyone else's copyright, trademark, trade secret, or right of publicity; (c) the Deliverables will conform to the requirements in the SOW, including factual accuracy; (d) it has all rights necessary to perform the Services and convey the Deliverables (excluding Customer Materials and Customer-procured Third-Party Materials) under Section 3 (Intellectual Property); and (e) the Deliverables as submitted by Manicule (excluding statements, claims, or materials supplied, directed, or expressly required by Customer) will not contain any defamatory statement and will comply with Applicable Laws governing advertising disclosures and endorsements. For a Deliverable subject to acceptance, the warranties in clauses (b), (c), and (e) apply to the Deliverable in the form accepted or deemed accepted under Section 2.4; before acceptance, non-conformances are addressed through the Review Cycles (including Final Rejection) in Section 2.4. The warranties in this Section 5.1 are subject to Section 2.8 (Review Process; Exclusive Remedies).
5.2 Warranty Remedy. If Manicule breaches the warranty in Section 5.1(c) or 5.1(e), Customer must give Manicule written notice describing the issue in enough detail for Manicule to understand or replicate it, within thirty (30) days after Customer first knew or reasonably should have known of the issue and in any event within ninety (90) days after acceptance or deemed acceptance of the affected Deliverable — or, for a Deliverable not subject to acceptance, within ninety (90) days after its delivery — (or such other periods stated in the SOW). Failure to give notice within these periods waives Customer's warranty claim under this Section 5.2. Manicule will complete reperformance of the affected Services (which may include one or more corrected resubmissions) within forty-five (45) days after receiving the notice, and the corrected Deliverable is subject to one Rejection Period of review under Section 2.4. If the corrected Deliverable still fails to conform, or Manicule does not complete reperformance within the forty-five (45) day period, Customer may, by written notice given within fifteen (15) days after the failure is established (that is, after the expiry of the Rejection Period for the corrected Deliverable or, if reperformance is not completed, after the end of the forty-five (45) day period), do either or both of the following: (a) receive a refund or credit of the Fees paid that are reasonably attributable to the non-conforming Deliverable (measured as described in Section 2.4); and (b) terminate the affected SOW effective prospectively, with the effects described in Section 4.3. Section 2.8(c) does not limit Customer's rights under Section 6 (Services Indemnification) and Section 9 of the Customer Terms, or Customer's rights and remedies for breach of the warranties in Sections 5.1(b) and 5.1(d), which remain subject to Section 8 of the Customer Terms.
6. Services Indemnification
6.1 Manicule Covered Claims for the Services. The Manicule Covered Claims for which Manicule provides protection under Section 9.1 of the Customer Terms include any action, suit, proceeding, or claim that: (a) the Deliverables (excluding Customer Materials and Customer-procured Third-Party Materials), when used by Customer according to the SOW and the Agreement, violate, misappropriate, or otherwise infringe anyone else's intellectual property or other proprietary rights; (b) a statement authored by Manicule in a Deliverable (excluding statements, claims, or materials supplied, directed, or expressly required by Customer) is defamatory or violates Applicable Laws governing advertising disclosures or endorsements; or (c) Manicule's employees or Subcontractors are deemed to be Customer's employees because of Manicule's actions or omissions. Manicule has no obligation under this Section 6.1 to the extent a claim arises from: (i) modifications to a Deliverable made after delivery by anyone other than Manicule or its Subcontractors; (ii) the combination of a Deliverable with materials, products, or services not provided by Manicule, where the Deliverable alone would not give rise to the claim; (iii) statements, claims, or materials that Customer originated, supplied, or expressly directed, or that Customer approved in writing after Manicule specifically identified the associated risk to Customer in writing — acceptance or approval of a Deliverable under Section 2.4 or Section 2.5 is not, by itself, such approval; (iv) Customer's continued use of an affected Deliverable after Manicule has notified Customer of the claim and provided a non-infringing replacement; or (v) with respect to clause (c), Customer's direction, control, or integration of Manicule's personnel or Subcontractors as if they were Customer's employees, contrary to Section 15.6 of the Customer Terms. If a Deliverable is, or in Manicule's reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, Manicule may at its option and expense (x) modify or replace the affected Deliverable with a non-infringing equivalent of substantially similar quality, or (y) procure for Customer the right to continue using the affected Deliverable.
7. Non-Solicitation; Other Engagements
7.1 Personnel; Placement Fee. During the term of each SOW and for twelve (12) months after its expiration or termination, neither party will use the other party's Confidential Information (including non-public compensation, performance, or contact information obtained through the engagement) to solicit any employee or contractor of the other party to terminate that person's relationship with the other party. General advertising and solicitations not specifically targeted at the other party's personnel (including public job postings and responses to unsolicited inquiries) do not violate this Section, and nothing in this Section restricts any individual's right to seek or accept employment. If, during the term of an SOW or within twelve (12) months after its expiration or termination, Customer (or its Affiliate) hires as an employee, or engages as a contractor performing substantially similar services, a Manicule employee or contractor who performed the Services, Customer will pay Manicule the placement fee stated in the SOW (if any); the placement fee is a fee arrangement, not a restraint on any person's employment. If any portion of this Section is unenforceable under Applicable Laws (including Cal. Bus. & Prof. Code § 16600 et seq.), it will be limited or severed under Section 15.2 of the Customer Terms without affecting the remainder.
7.2 Other Engagements. Nothing in the Agreement restricts Manicule from performing services for, or entering into or maintaining any business relationship with, any other person or entity, including any person or entity that competes with Customer, subject to this Section 7.2, Section 10 of the Customer Terms, and Section 7.1. If the SOW identifies specific competitors of Customer ("Named Competitors"), then during the SOW Term Manicule will (a) give Customer written notice before accepting a new engagement with a Named Competitor, and (b) implement reasonable information barriers so that Customer's Confidential Information and information obtained from Customer Data Sources are not accessible to personnel performing services for that Named Competitor.
8. Definitions
8.1 "Billing Period" means each periodic invoicing period under an SOW, beginning on the Effective Date of the SOW and running consecutively during the SOW Term. Unless the SOW states otherwise (including by stating a payment term with its own period, such as monthly prepayment), each Billing Period is the same as the corresponding Contract Period.
8.2 "Change Order" means a written change to an SOW agreed in accordance with Section 2.3, identifying the SOW being changed and describing what the parties are changing.
8.3 "Customer Materials" means data, information, or materials owned or provided by or on behalf of Customer for use with the Services, but excludes Feedback and Customer-procured Third-Party Materials.
8.4 "Customer Policies" means Customer's written policies identified in an SOW that apply to Manicule's performance of the Services.
8.5 "Deliverables" means the deliverables identified in an SOW to be provided to Customer as part of the Services.
8.6 "Effective Date" means, for each SOW, the Effective Date stated in that SOW — it may be earlier or later than the date the SOW is accepted. The SOW, this Addendum, the Customer Terms as they apply to the SOW, and any Additional Terms accepted with the SOW are effective as of the Effective Date.
8.7 "Pre-Existing Materials" means any information, tools, materials, or intellectual property, and any derivatives of any of them, in each case that (a) Manicule developed or owned before the Effective Date of the applicable SOW, or developed after that date independently and outside the scope of any SOW with Customer or its Affiliates; (b) are not unique to Customer and have generally applicable use; and (c) do not incorporate or disclose any Customer Materials or Customer's Confidential Information. Pre-Existing Materials do not include anything created under any SOW with Customer or its Affiliates.
8.8 "Services Usage Data" means data and information about the provision, use, and performance of the Services, excluding Customer Materials, Customer's Confidential Information, and information obtained from Customer Data Sources.
8.9 "SOW Term" means the period from the Effective Date of the SOW until its expiration or termination, including all renewal Contract Periods.
8.10 "Subcontractors" means other people or companies engaged by Manicule to perform some of the Services, including Manicule's Affiliates.
8.11 "Third-Party Materials" means any information, tools, materials, or intellectual property owned by anyone other than Manicule, its Affiliates, or Customer.