Terms of Service

Manifold Software, Inc. · Effective: July 20, 2026

These terms govern use of Manifold’s software and services (“Service”), provided by Manifold Software, Inc. (“Manifold”). By creating an account or using the Service, you (“Customer”) agree to them. If you’re accepting on behalf of a company, you represent that you have authority to bind it. If you and Manifold have signed a separate agreement (such as a Cover Page or order form), that agreement controls where the two conflict.

1. The Service

Manifold provides software for breakbulk terminal operators: cost modeling and job pricing, a business development agent, and a document digitizer. We’ll provide the Service with reasonable skill and care, and we’ll give you reasonable notice of changes that materially reduce its functionality.

2. Accounts

You’re responsible for the accuracy of your account information, the security of your credentials, and the actions of anyone using the Service under your account. Tell us promptly at legal@yourmanifold.com if you suspect unauthorized access.

3. Your data

You own your data. All Customer Data — cost inputs, job records, uploaded documents, and the structured outputs the Service generates from them — belongs to you. You grant Manifold a limited license to host and process Customer Data solely to provide the Service, support you, and meet legal obligations. That license ends when your data is deleted under Section 11.

We don’t train on it. Manifold will not use Customer Data to train or fine-tune AI models. We access third-party AI providers under their commercial API terms, which state that data submitted through their APIs is not used to train their models; we will only use providers whose terms include this commitment. Any change to this would require your prior written consent.

You’re responsible for what you upload. You confirm you have the right to submit the data you put into the Service and that your use complies with applicable law, including any obligations you have to employees under collective bargaining agreements.

4. AI features and their limits

The digitizer, in-app assistant, and BD agent use AI, and AI makes mistakes. Digitized output is a draft for human review, not a system of record until your team confirms it. BD agent results are leads compiled from public sources, not verified opportunities or business advice. You’re responsible for decisions made using the Service, including pricing and quoting decisions. Manifold does not warrant that AI-generated output is accurate or complete.

5. Acceptable use

Don’t resell or sublicense the Service, reverse engineer it, probe or disrupt its infrastructure, use it to violate the law or third-party rights, or upload malicious code. Don’t use output from the Service to build a competing product. The Service may be used only for your internal business operations.

6. Fees and payment

Fees are as quoted in your order or plan and are exclusive of taxes. We offer two payment methods. If you subscribe by card, our payment processor charges the card you provide, in advance, at the start of each billing period. If you are billed by invoice, Manifold invoices monthly and each invoice is due within 14 days of receipt. Your order controls which method applies; absent an order, the method you selected at signup applies. Subscriptions renew automatically for successive terms at the then-current rate; we’ll notify you of any price increase at least 30 days before renewal, and you may cancel before the renewal date. Fees are non-refundable except as required by law or expressly stated. Late amounts may accrue interest at the lesser of 1% per month or the legal maximum.

7. Confidentiality

Each party will protect the other’s non-public information with at least the care it uses for its own confidential information, use it only to perform under these terms, and not disclose it except to employees and contractors bound by equivalent obligations, or as required by law with notice where permitted. Customer Data is your confidential information.

8. Intellectual property

Manifold owns the Service, its software, and all improvements. Feedback you volunteer may be used to improve the Service without obligation, but nothing in this section transfers any rights in Customer Data to Manifold.

9. Data processing

Where Customer Data includes personal data, Manifold processes it as your processor/service provider: only on your documented instructions, under the confidentiality and security measures described in our Privacy Policy, using the subprocessors listed there (we’ll give notice of changes and you may object on reasonable grounds), with notification without undue delay after a confirmed breach affecting your data, reasonable assistance with data-subject requests, and deletion on termination per Section 11. If you require a standalone signed DPA, contact us — we’ll provide one.

10. Suspension

We may suspend access to the Service (rather than terminate) if: (a) fees remain unpaid 10 days after we notify you of non-payment; or (b) your account or use of the Service creates a genuine security risk to the Service or other customers, or is being used in violation of Section 5 in a way that causes harm — in which case we may suspend immediately, with notice as soon as practicable. We’ll limit any suspension to what’s necessary and restore access promptly once the issue is resolved. Suspension doesn’t relieve payment obligations for the affected period.

11. Term, termination, and your data on the way out

Either party may terminate for material breach uncured within 30 days of notice, or upon insolvency. You may cancel effective at the end of the current billing term. For 30 days after termination, we’ll make Customer Data available for export in a standard format; after that we delete it per the Privacy Policy. Sections 3, 7, 8, 12, 13, and 14 survive termination.

12. Warranties and disclaimers

Manifold warrants it will provide the Service with reasonable skill and care. Otherwise, the Service is provided “as is”: we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant the Service will be uninterrupted or error-free.

13. Limitation of liability

Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility. Each party’s total liability under these terms is capped at the fees paid or payable by Customer in the twelve months before the event giving rise to the claim. These limits don’t apply to Customer’s payment obligations, either party’s breach of Section 7 (Confidentiality), Manifold’s breach of Section 3 (training prohibition), either party’s indemnification obligations under Section 14, or liability that can’t be limited by law.

14. Indemnification

Manifold will defend Customer against third-party claims that the Service infringes intellectual property rights, and pay resulting damages finally awarded — provided the claim doesn’t arise from Customer Data or misuse of the Service. Customer will defend Manifold against third-party claims arising from Customer Data or Customer’s violation of law or these terms. The indemnified party must give prompt notice, control of the defense, and reasonable cooperation.

15. General

These terms are governed by Delaware law, excluding its conflict-of-law rules; exclusive venue is the state and federal courts located in Delaware, and each party consents to their jurisdiction. Neither party is liable for delay caused by events beyond its reasonable control. Neither party may assign these terms without the other’s consent, except to a successor in a merger or sale of substantially all assets. Notices go to your account email and to legal@yourmanifold.com. If we update these terms materially, we’ll give at least 30 days’ notice by email; continued use after the effective date is acceptance. If any provision is unenforceable, the rest stand. These terms plus your order and the Privacy Policy are the entire agreement.

Contact: Manifold Software, Inc., 2810 N Church St STE 88843, Wilmington, DE 19802 · legal@yourmanifold.com