Manifolds Data, Inc.

THE TERMS AND CONDITIONS CONTAINED HEREIN (“AGREEMENT”) APPLY TO ALL USE OF THE HOSTED PLATFORM SOLUTION (AND ANY ASSOCIATED INFORMATION, DATA, AND SERVICES) (COLLECTIVELY, THE “SERVICE”) PROVIDED BY MANIFOLDS DATA, INC. (“MANIFOLDS”) TO YOU AND THE ORGANIZATION YOU REPRESENT (TOGETHER, “CUSTOMER”). BY ACCESSING OR USING ANY PART OF THE SERVICE, CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY CUSTOMER (“EFFECTIVE DATE”).

1. THE SERVICE.
   1. Provision of the Service. Subject to Customer’s compliance with this Agreement, Manifolds grants Customer a non-sublicensable, non-transferable (except with an assignment of this Agreement as authorized herein), nonexclusive, limited right to, during Customer’s Subscription Term (as defined below), remotely access and use the Service (in a software-as-a-service basis) for its own internal business purpose of helping identify end users in connection with Customer’s own end user workflow operations. Customer’s Affiliates may use the Service hereunder; provided that Customer is fully responsible and liable for its Affiliates’ breach of this Agreement and will ensure that Manifolds has no liability to the Affiliates. “Affiliate” means any entity which controls, is controlled by, or is under common control with, Customer (“control” meaning over 50% voting ownership). Manifolds may make changes to the Service at any time (including, for clarity, removing third-party data sources).
   2. Restrictions. Customer shall not (and shall not allow any third-party to): (a) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any part of the Service, (b) modify or create derivatives of the Service, (c) rent, lease, copy, provide access to or sublicense the Service to a third-party; (d) use the Service or any output to help develop any products or services that compete with the Service, (e) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, mines, scrapes or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same, (f) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into the Service, (g) use the Service or any output to help train any artificial intelligence models, (h) use or access the Service in any manner that it should reasonably know could disable, overburden, damage, disrupt or impair the Service or interfere with any other party's access to or use of the Service or use any device, software or routine that causes the same, or (i) use the Service or any output in any manner that violates, breaches, or conflicts with any laws, regulations, or third-party rights (including, without limitation, privacy rights). The Service must be used by Customer in accordance with all documentation, user guides, and other materials delivered or made available to Customer by or on behalf of Manifolds for use with or in support of the Service (“Documentation”).
   3. Feedback. Notwithstanding anything else, Customer grants Manifolds a perpetual, irrevocable, royalty-free, paid-up, sublicensable right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. Manifolds agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided “AS IS”. “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions, or other feedback provided by Customer (whether in oral, electronic or written form) to Manifolds for the Service.
   4. Indemnity. Customer will indemnify Manifolds against all claims, actions, demands, losses, liabilities, penalties, fines, settlements, costs and expenses (including, without limitation, attorneys’ fees) arising from or in connection with Customer’s (i) breach of any license or use restrictions herein, (ii) violation of any laws, regulations, or third-party rights (including, without limitation, rights of privacy), (iii) use of any Manifolds Graph Data, or (iv) collection, use, disclosure, or provision to Manifolds of any Customer Data.
   5. Third-Party Services. The Service may permit Customer to link to the third-party websites or applications or services (“Third-Party Services”). For example, the Service may allow Customer to connect its customer relationship management platform (CRM). Such Third-Party Services are not under Manifolds’ control, and Customer acknowledges that Manifolds is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of them. Manifolds does not warrant that its connection to any particular Third-Party Services will be continuous, stable, or permanent. Customer further acknowledges and agrees that Manifolds shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such offerings, websites, or services.
2. CUSTOMER OBLIGATIONS
   1. Equipment and Ancillary Services. Customer is responsible for selecting, obtaining, operating, and maintaining all equipment, hardware, infrastructure, technology, and ancillary services required to access and use the Service.
   2. Account Passwords and Data Security. “Authorized User” means employees or contractors of Customer who have been duly authorized by Customer to use the Service. Customer shall assign a distinct user ID to each Authorized User. Customer shall maintain and cause to be maintained the confidentiality of all such user IDs and all Authorized Users’ passwords, including implementing and enforcing policies and procedures as reasonable and appropriate thereto, and Customer at all times shall maintain adequate technical, physical, and administrative safeguards, including access controls and system security requirements and devices, to ensure that access to the Service by or through Customer is limited to Authorized Users. Customer shall cause Authorized Users not to share user IDs or passwords.
3. DATA.
   1. Data. As between the parties, Customer retains all right, title, and interest in and to raw data submitted to the Service (“Customer Data”). Customer represents and warrants that it has obtained all necessary consents and legal rights to provide Customer Data to Manifolds.

      Customer Data is split into two categories for purposes hereunder:

      • “Customer-Private Data” means data that explicitly encodes or links an association between a specific individual or entity and Customer (e.g., customer-specific notes or the fact that an individual signed up for Customer’s services).
      • “Reusable Data” means standalone data points, profiles, and attributes regarding individual persons and companies in isolation (including identity mappings, company/person profiles, firmographics, roles, employment history, industry classifications, inferred attributes, confidence scores, enrichment outputs, and intermediate system-generated data) that are ingested, generated, or maintained within the Manifolds Graph. Reusable Data may be derived from public sources, licensed data, third-party providers, Manifolds’ proprietary processing, or originally derived, processed, or inferred from Customer Data. But, for clarity, it does not include Customer-Private Data.
   2. Customer Data License. Customer hereby grants Manifolds a worldwide, perpetual, irrevocable, sublicensable, transferrable, royalty-free license to use, reproduce, process, and copy Customer Data to operate, maintain, improve, and provide the Service. But Manifolds will not use Customer-Private Data for cross-customer reuse, external disclosure, or to train its machine learning/AI models.
   3. Reusable Data. There is no restriction on Manifolds’ use of Reusable Data. Without limiting the foregoing, Manifolds may incorporate Reusable Data into its persistent identity graph (“Manifolds Graph”) and to otherwise build, maintain, improve, and commercialize its products and services.
   4. Restrictions. Customer shall use the Service and its outputs (including, without limitation, Manifolds Graph Data) strictly as an end user intelligence platform and shall not submit sensitive personal data (e.g., health, government IDs, or financial accounts). Customer strictly represents and warrants that it will not use the Service or its outputs, in whole or in part, to send spam email or other communications, or to make consumer eligibility decisions, including employment, hiring, credit underwriting, financial eligibility, background checks, any unlawful surveillance, or in any manner that may result in Manifolds being treated as a consumer reporting agency, background-check provider, employment-screening service, credit/eligibility provider, entity covered by the Health Insurance Portability and Accountability Act (HIPAA), or foreign or domestic regulated service. Manifolds may, with or without notice, immediately suspend or terminate accounts for suspected misuse or violations of this Section.
   5. Outputs Disclaimer. Customer acknowledges that the Service relies on probabilistic data enrichment and identity resolution. Manifolds does not warrant or guarantee the absolute accuracy, completeness, or timeliness of any enrichment outputs, match scores, or data profiles; matches may be incorrect or ambiguous, and multiple individuals may share similar identifiers. Customer is solely responsible for verifying all outputs before use and for any downstream decisions executed in reliance thereon. Legal custody and data protection responsibility transfer entirely to Customer once data is exported to third-party integrations (e.g., Slack or webhooks), and Manifolds disclaims all liability for downstream use or handling.
   6. Artificial Intelligence. Customer acknowledges that Manifolds will make accessible to Customer and its Authorized Users, as part of the Service, certain features or applications that use, incorporate, rely upon, or interoperate with artificial intelligence models and systems (“AI Features”). The AI Features may generate output based on inputs submitted by Customer or its Authorized Users, or otherwise based on Customer Data. The AI Features may be powered by third-party provider(s) (which may include, without limitation, OpenAI and Anthropic) (“Third-Party AI Providers”). Customer acknowledges and agrees that Manifolds may submit Customer Data to Third-Party AI Providers for such purposes. Manifolds does not permit any Third-Party AI Provider to use Customer Data to train or improve their own large language models.
   7. Security. Manifolds will maintain physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of all Customer Data. Manifolds will periodically archive and back-up Customer Data in accordance with Manifolds’ applicable disaster recovery and business continuity procedures and generally accepted industry standards. On termination, or at Customer’s request at any time, Manifolds will provide Customer with a download of its Customer Data in a reasonable, mutually agreeable format (but, for clarity, Reusable Data may be retained by Manifolds in perpetuity).
   8. Manifolds Graph Data. Customer acknowledges that the information and data provided via the Services (including, without limitation, in response to Customer prompts and inputs) is information / data that is proprietary to Manifolds (“Manifolds Graph Data”). As between the parties, all Manifolds Graph Data is owned by Manifolds and will only be used by Customer for its own internal reference purposes of helping enable its own end user-intelligence workflows. Without limiting any other restrictions in this Agreement. Manifolds Graph Data will not be (i) scraped, bulk downloaded, sold, rented, licensed, distributed, or otherwise commercialized by Customer, (ii) used by Customer to help develop any competing products or services, or (iii) used to train any artificial intelligence models.
   9. Deletion. Upon termination of this Agreement, Customer-Private Data will be deleted within a reasonable period following the download window, but Manifolds may permanently retain and continue to use all Reusable Data and components built into the Manifolds Graph.
4. FEES.
   1. Fees. Customer will pay all fees agreed to during the Service registration process (or as otherwise agreed to by the parties in writing). Fees may be increased by Manifolds at any time on notice. Updated fees will go into effect at the beginning of the Customer’s next subscription period. If Customer disagrees with any updated fees, Customer’s sole remedy is to elect to not renew. Fees accrue upon use of the Service and become due immediately when incurred. Usage based fees will be calculated by Manifolds and its systems, which will be final and binding absent manifest error. Fees will be automatically charged by Manifolds to Customer’s payment method. Customer hereby authorizes Manifolds and its third-party payment processor to charge Customer’s payment account for owed amounts. Customer will ensure that its payment details (such as its credit card number) are accurate and up-to-date at all times. Manifolds’ fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing (other than taxes based on the income of Manifolds). Except as expressly set out herein, all fees are non-cancellable and non-refundable.
   2. Late Payments. In the event of late payments, Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) (plus all costs of collection). In the event of any late payment, Manifolds may suspend access to the Services immediately with or without notice.
5. TERM; TERMINATION.
   1. Term. The Service is provided on a subscription basis, as selected during the purchase process (such as monthly). Customer may terminate this Agreement, for convenience at any time, by closing Customer’s account using the account-cancellation functionality made available by Manifolds. Any prepaid amounts will not be refunded. In the event of such termination, Customer will have access to the Service for the remaining period corresponding to the prepaid amount.
   2. Termination. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days (five (5) days in the case of non-payment by Customer) after written notice (such notice must contain sufficient detail as to the nature of the breach and expressly state the intent to terminate); (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding. In addition, Manifolds may terminate this Agreement for breach immediately, with or without notice, in the event it believes Customer is in breach of Sections 1(b) or 3(c).
   3. Suspension. In the event Manifolds believes Customer has breached this Agreement, it may immediately, with or without notice, suspend access to the Services until it is satisfied Customer has fully cured the breach. This will not limit Manifolds’ termination rights herein.
   4. Effect of Termination. Upon any expiration or termination of this Agreement, (i) except as set out in Section 5(a), Customer will no longer have access to the Service, and (ii) each party will return to the other party (or destroy at the discloser’s request) such other party’s Confidential Information. In the event this Agreement is terminated by Customer for Manifolds’ uncured breach as authorized in Section 5(b), Manifolds will promptly refund to Customer all fees paid in advance for the remainder of the term.
   5. Data on Termination. During the thirty (30) days period immediately following expiration or termination of this Agreement, Manifolds will, on request, provide Customer with access to the Customer Data for download. Thereafter, all Customer Data may be deleted by Manifolds.
   6. Survival. If this Agreement terminates, Customer may retain all Data provided prior to termination in perpetuity (subject to its continued compliance with the Data use restrictions herein). The following Sections shall survive any expiration or termination of this Agreement: 1(b), 1(c), 1(d), 1(e) (with respect to the disclaimers therein), 2 (with respect to outstanding payment obligations), 3, 4 (with respect to outstanding payment obligations), 5, 6(d), 7, 8, and 9 as well as all license and use restrictions.
6. WARRANTIES; DISCLAIMERS.
   1. Mutual Warranties. Each party represents and warrants that: (i) it has all right, power, and authority to enter this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with any obligations it has to any third party.
   2. Customer Warranties. Customer represents and warrants that: (i) its use of the Service will comply with all laws, regulations, and third-party rights, and (ii) it has all rights and approval necessary to submit any information, materials, and content it submits to the Service.
   3. Service Warranty. Manifolds warrants to Customer that the Service (i) will be provided in a professional and workmanlike manner using qualified individuals, and (ii) will comply with all Documentation, and any specifications otherwise agreed to by the parties in writing, in all material respects. Customer’s sole remedy, and Manifolds’ exclusive liability, for breach of the foregoing will be for Manifolds to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the non-conformity. The limited warranty set forth in this Section 6(c) shall not apply if (i) the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, (ii) if the error was caused by any information, materials, or content provided by Customer, or (iii) if the Service is provided on a no-charge or evaluation basis.
   4. Disclaimer; Limitation. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6(c), THE SERVICE IS PROVIDED “AS IS” AND MANIFOLDS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

      NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, MANIFOLDS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY: (A) THIRD-PARTY SERVICES, OR (B) DATA OR OTHER INFORMATION PROVIDED BY, OR SOURCED FROM, ANY PUBLIC SOURCES OR OTHER THIRD PARTIES. FOR CLARITY, MANIFOLDS DOES NOT WARRANT THAT THE END USER IDENTITIES THAT MANIFOLDS PROVIDES WITH RESPECT TO END USER EMAIL ADDRESSES ARE ACCURATE.

      NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD AND DUE TO THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE THE SERVICE MAY PROVIDE INACCURATE OUTPUT (SUCH AS ‘HALLUCINATIONS’) OR OTHERWISE NOT ALWAYS PRODUCE INTENDED RESULTS. AS SUCH, CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES ARE MADE BY MANIFOLDS WITH RESPECT TO THE SPECIFIC RESULTS OF ANY ARTIFICIAL INTELLIGENCE OUTPUT.

7. LIMITATION ON LIABILITY.

   EXCEPT FOR CUSTOMER’S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, TO THE OTHER PARTY OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO MANIFOLDS DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (OR, IF NO AMOUNTS HAVE YET BEEN PAID, SUCH AMOUNT SHALL BE $100) (“STANDARD CAP”).

   NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, MANIFOLDS WILL HAVE NO LIABILITY WITH RESPECT TO ANY: (A) THIRD-PARTY SERVICES, (B) DATA OR OTHER INFORMATION PROVIDED BY, OR SOURCED FROM, ANY PUBLIC SOURCES OR OTHER THIRD PARTIES, OR (C) ARTIFICIAL INTELLIGENCE OUTPUT OR ANY USE OR RELIANCE THEREON. THIS SECTION WILL NOT APPLY TO CUSTOMER’S BREACH OF ANY LICENSE OR USE RESTRICTIONS.

8. CONFIDENTIAL INFORMATION.

   Each party (as “Receiving Party”) agrees that all business and technical information it obtains from the disclosing party (as “Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. All fees and pricing information will be Manifolds’ Confidential Information. All Customer Data is Customer’s Confidential Information. Except as expressly authorized herein, and subject to Manifolds’ rights in Section 3, the Receiving Party will, using reasonable measures, hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (ii) is or has become public knowledge through no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will immediately notify the Disclosing Party and use its best efforts to limit the disclosure. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.

9. GENERAL.
   1. Publicity. Customer agrees that Manifolds may use Customer's name and logo on Manifolds’ web site and in its promotional materials as part of a general list of customers. Such use right will survive termination of this Agreement for a thirty (30) day wind-down period. Any other marketing or promotional use is subject to Customer’s written approval (email is sufficient). In addition, at Manifolds’ request, Customer will participate in a case study demonstrating the success of Customer’s use of the Service (including by providing quotes from relevant Customer stakeholders). Manifolds has the perpetual, irrevocable right to publish the study.
   2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Customer will not assign or transfer (but for operation of law or otherwise) this Agreement except upon the advance written consent of Manifolds. Manifolds may freely assign and transfer this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
   3. Subcontractors. Manifolds has general authorization to engage subcontractors hereunder; provided that they provide services across most of Manifolds’ platform or customer-base. Manifolds is responsible for its subcontractors’ performance hereunder to the same extent Manifolds is liable for its own performance.
   4. Force Majeure. Manifolds shall not be liable for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of Manifolds, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency.
   5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.
   6. Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available – they shall apply. The arbitration shall take place in Delaware, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Delaware and both parties hereby submit to the personal jurisdiction of such courts.
   7. Notice. Any notice or communication to Customer hereunder shall be via email to the email address provided by Customer as part of the Service registration process (or otherwise subsequently updated by Customer in its Account). Notices to Manifolds must be sent to: [email protected].
   8. Amendments. Manifolds reserves the right to modify or replace any of the terms or conditions of this Agreement at any time. Customer will be notified of such changes by email or account notification. Customer’s continued use of the Service following notice of any changes to this Agreement constitutes acceptance of those changes; provided that, with respect to any Service that is provided on a subscription basis, such changes will go into effect beginning with the next subscription term (provided further that, Customer is notified of such changes at least ten (10) days prior to the date on which Customer’s option to cancel any renewal expires). If Customer does not agree with any changes, its sole remedy is to elect to terminate its use of the Service. Notwithstanding the foregoing, any changes required by law or regulation will be immediately effective.
   9. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Any additional or different terms or conditions contained in any Customer document (such as a web link to Customer’s online terms contained in a Customer purchase order) are void even if the document is accepted by, or performed on by, Manifolds. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.