MANTI, INC. TERMS OF SERVICE
Welcome to Manti. These Terms of Service ("Terms") govern your access to and use of the Manti platform, website, desktop application, and services (collectively, the "Platform") provided by Manti, Inc. ("Manti," "we," "us," or "our"), a Delaware corporation.
By creating an account or using the Platform, you agree to be bound by these Terms, our Privacy Policy, and, if applicable, the Charter Program Addendum. If you do not agree to these Terms, do not use the Platform.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND DISPUTE RESOLUTION.
IMPORTANT NOTICE: THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 19 FOR BASIC, BUILDER, AND PRO TIER CUSTOMERS. ENTERPRISE TIER CUSTOMERS ARE NOT SUBJECT TO MANDATORY ARBITRATION. PLEASE READ SECTION 19 CAREFULLY.
1. ELIGIBILITY AND ACCOUNTS
1.1 Eligibility
You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.
1.2 Geographic Restrictions
The Platform is currently available only to users located in the United States. By using the Platform, you represent and warrant that you are located in the United States.
1.3 Account Registration
To access the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.
1.4 One Account Per Person
For Basic, Builder, and Pro subscription tiers, each account is for a single individual user only. Account sharing is prohibited. Enterprise accounts include multiple seats as described in Section 3.
2. THE PLATFORM
2.1 Description
The Platform consists of (a) Manti Web, a hosted web application at app.mantiai.com; (b) Manti Desktop, a downloadable desktop application that includes both a chat interface and a local project workspace; and (c) cloud-based services that support both. Different features within the Platform may process your data in different ways, as described in our Privacy Policy.
Manti is a robotics engineering design platform that uses artificial intelligence and machine learning to assist users in designing, developing, and iterating on robotics projects. The Platform provides tools, models, and resources to support your robotics design process. Manti Desktop includes a bundled local AI agent that runs on your device.
2.2 Beta Status
The Platform is currently in early access. This means: (a) features, functionality, and pricing may change at any time without notice; (b) the Platform may contain bugs, errors, or inaccuracies; (c) the Platform may be unavailable from time to time; and (d) we make no guarantees regarding uptime, availability, or service levels except as expressly provided in a separately executed Service Level Agreement. We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time.
2.3 License to Use
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access and use Manti Web, and (b) install and use Manti Desktop on devices that you own or control, in each case for your personal or internal business purposes during your active subscription period. The desktop application is licensed, not sold. The desktop application includes a bundled local AI agent that runs on your device.
3. SUBSCRIPTION TIERS AND PRICING
3.1 Subscription Tiers
The Platform offers the following subscription tiers:
Basic: $25 per month. Single user account. Credits for additional usage are not available on this tier.
Builder: $100 per month. Single user account. Credits for additional usage are not available on this tier.
Pro: $200 per month. Single user account. Credits may be purchased for additional usage beyond the included allocation.
Enterprise: $600 per month minimum, which includes three (3) seats at $200 per seat. Additional seats may be added at $200 per seat per month. Credits may be purchased for additional usage beyond the included allocation.
Subscription tier and entitlements are validated when Manti Desktop connects to Manti's cloud services.
Credits: Prepaid usage allocations that may be purchased by Pro and Enterprise subscribers. Each subscription tier includes a monthly usage allocation that resets at the beginning of each billing period. Unused subscription allocation does not roll over. Purchased credits are non-refundable, non-transferable, and expire twelve (12) months after purchase unless otherwise stated.
3.2 Credits and Overages
For Pro and Enterprise tiers, if you exceed your included usage allocation, you may purchase additional credits to continue using the Platform. Before executing any action that requires credits beyond your allocation, we will display the estimated cost for your review and confirmation.
3.3 Pricing Changes
We reserve the right to change our pricing at any time. We will provide at least thirty (30) days notice before any price increase takes effect for your subscription. Continued use of the Platform after a price change constitutes acceptance of the new pricing. Charter Program participants are subject to the pricing transition described in the Charter Program Addendum.
3.4 Model Selection
Manti is solely responsible for selecting and routing requests among the underlying AI models used by the Platform. Users do not select or configure specific upstream AI models; Manti may add, remove, or change upstream model providers from time to time without notice to optimize quality, latency, and cost. Information about current upstream providers is set forth in our Privacy Policy and Sub-processor List.
4. BILLING AND PAYMENT
4.1 Payment Processing
All payments are processed through Stripe, our third-party payment processor, unless otherwise agreed in writing. By providing your payment information, you authorize us to charge your payment method for all fees associated with your subscription. Your use of Stripe is subject to the Stripe Services Agreement at https://stripe.com/legal.
4.2 Auto-Renewal
Subscriptions automatically renew on a monthly basis unless you cancel before the start of the next billing cycle.
4.3 Cancellation and Refunds
You may cancel your subscription at any time through your account settings. If you cancel, you will retain access to the Platform until the end of your current billing period. Except as required by applicable law or as expressly provided in these Terms (including auto-cancellation under the Charter Program Addendum), no refunds or credits will be provided for partial billing periods.
4.4 Taxes
You are responsible for all applicable taxes associated with your use of the Platform, excluding taxes based on Manti's net income.
5. YOUR DATA AND OUR TRAINING RIGHTS
5.1 Definitions
"Your Content" means all data, designs, specifications, parameters, prompts, queries, instructions, files, and other content or materials that you submit, upload, or input to the Platform, including through Manti Web, the Manti Desktop chat interface, and the Manti Desktop project workspace. "Outputs" means all content, designs, predictions, responses, results, models, and other materials generated by the Platform based on Your Content.
Your Content may be (a) stored locally on your device by Manti Desktop, (b) transmitted to and processed by Manti's cloud services, or (c) both, depending on the feature being used. See Section 5.5 and the Privacy Policy for details.
5.2 Your Ownership
As between you and Manti, you retain ownership of Your Content. Subject to the licenses granted in these Terms and except for Manti's underlying intellectual property embodied therein, you own the Outputs generated from Your Content. Ownership of Outputs is further addressed in Section 6.
5.3 Training Rights for Basic, Builder, and Pro Tiers
IMPORTANT:
If you are subscribed to the Basic, Builder, or Pro tier, you grant Manti a worldwide, non-exclusive, royalty-free, irrevocable, perpetual license to use, reproduce, process, analyze, adapt, modify, create derivative works from, and otherwise exploit (i) chat content and prompts you submit through Manti Web or the Manti Desktop chat interface, and (ii) any content you explicitly submit to Manti's cloud services (excluding personal information such as name and email address), for the purposes of training, fine-tuning, testing, evaluating, and improving our AI models; product development; analytics and benchmarking; and improving our services generally. This license survives termination of your account. The lower pricing of these tiers reflects the value we receive from this training data license.
Project content stored locally on your device through Manti Desktop's project workspace is not subject to this license because Manti does not receive that content. See Section 5.5.
For Charter Program participants, this Section 5.3 is modified during the Charter Period as described in the Charter Program Addendum.
For clarity, the perpetual and irrevocable license granted under this Section 5.3 attaches to content already used to train a Manti AI model as of any later deletion request; source data deletion is governed by our Privacy Policy.
5.4 Enterprise Tier Data Protection
If you are subscribed to the Enterprise tier:
(a) Manti will not use chat content, prompts, or other content submitted to Manti's cloud services to train, fine-tune, evaluate, or otherwise improve our AI models.
(b) Project content created or stored locally on your device through Manti Desktop's project workspace is not transmitted to Manti and is therefore not used in any way by Manti, including for training.
(c) Your Content transmitted to our cloud services is encrypted in transit, stored in isolated tenant environments, encrypted at rest, not accessed by Manti operators except as necessary to provide the requested services or as required by law, and never used to train our AI models.
(d) Upon termination of your Enterprise subscription, Manti will delete Your Content from our active systems within ninety (90) days, subject to standard backup retention with deletion in the ordinary course.
5.5 Local Project Workspace (Manti Desktop)
Manti Desktop includes a local project workspace in which a bundled AI agent runs entirely on your computer. Under the current default configuration: (a) project files, the agent's reasoning, the local audit log, and the prompts and completions exchanged with third-party AI providers do not transit Manti's servers; (b) Manti receives only limited project metadata (project name, your device label, and the last-opened timestamp); and (c) this configuration may change in the future to route AI inference through Manti's services for quota and routing purposes, in which case we will update our Privacy Policy and notify you.
5.6 No Mixing of Data Between Accounts
Data cannot be transferred between accounts. If you have an Enterprise account and wish to use a different subscription tier, you must create a new account.
5.7 Similar Outputs
You acknowledge that the Platform may generate Outputs that are similar or identical to Outputs generated for other users. Manti reserves all rights to generate such similar or identical Outputs.
6. OWNERSHIP OF OUTPUTS
6.1 Assignment of Outputs
To the extent any right, title, or interest in Outputs is held by Manti and to the extent permitted by applicable law, Manti hereby assigns to you all such right, title, and interest in and to such Outputs, subject to: (a) Manti's continuing rights under Section 5.3 (training license) and Section 5.4 (Enterprise data protection); and (b) Manti's pre-existing intellectual property in the Platform, models, algorithms, software, system prompts, training data, infrastructure, weights, and underlying technology, which are retained by Manti and are not transferred to you.
6.2 Covenant Not to Assert
Manti covenants that it will not assert any intellectual property right that Manti may have in or to the Outputs against you or your use, reproduction, modification, distribution, sale, or other commercial exploitation of the Outputs, except as necessary to enforce these Terms or to protect Manti's pre-existing intellectual property described in Section 6.1(b).
6.3 Acknowledgment Regarding AI-Generated Content
You acknowledge that Outputs are generated in whole or in part by artificial intelligence and that, under applicable law, such Outputs may not be eligible for copyright or other proprietary protection in the same manner as human-authored works. The assignment and covenant in this Section 6 grant you whatever rights exist in the Outputs to the extent permitted by law but do not warrant that Outputs are protectable intellectual property.
6.4 Your Responsibility for Outputs
You are solely responsible for evaluating Outputs and determining whether they are appropriate for your use, including whether they infringe or violate any third-party rights. The assignment and covenant in this Section 6 do not constitute a warranty or representation by Manti regarding the non-infringement, accuracy, completeness, or fitness of the Outputs.
7. DATA EXPORT
You may export your designs and projects from the Platform using the export features we provide. Project content stored locally on your device through Manti Desktop is already accessible as files in your local file system.
8. PROHIBITED USES
You agree not to use the Platform to:
(a) Design, develop, or create weapons, weapon components, weaponized systems, or any device, system, or technology intended or designed to injure, harm, or kill people;
(b) Design, develop, or create surveillance systems, tracking devices, or monitoring systems intended to track, monitor, or surveil individuals without their knowledge or consent;
(c) Engage in any activity that violates any applicable law, regulation, or third-party rights;
(d) Reverse engineer, decompile, disassemble, modify, translate, or attempt to derive or discover the source code, object code, model weights, training data, algorithms, prompts, system architecture, or underlying technology of the Platform or the desktop application. For the avoidance of doubt, "reverse engineering" under these Terms includes (i) any model extraction, model stealing, or distillation attack; (ii) any technique designed to elicit or reconstruct system prompts, model parameters, training data, or proprietary algorithms through patterned queries, prompt injection, jailbreaking, or any other method; (iii) any automated or programmatic interrogation of the Platform intended to map, characterize, or replicate its behavior; and (iv) any use of Outputs to train, fine-tune, evaluate, benchmark, or otherwise develop a competing AI model or product;
Notwithstanding the foregoing, nothing in subsection (d) is intended to prohibit good-faith security research conducted under and in compliance with a coordinated vulnerability disclosure policy published by Manti or otherwise pre-authorized in writing by Manti.
(e) Copy, modify, create derivative works of, or distribute the Platform or any portion thereof;
(f) Use the Platform for systematic or automated benchmarking purposes or publish competitive performance data about the Platform without our prior written consent;
(g) Use the Platform to develop a directly competing AI design platform;
(h) Circumvent, disable, or interfere with security features or access controls of the Platform;
(i) Upload or submit content to which you do not have the necessary rights;
(j) Share your account credentials or allow others to access the Platform through your account (except for authorized users under Enterprise seats);
(k) Tamper with, modify, disable, circumvent, or attempt to circumvent any technical protection measure, authentication mechanism, license enforcement, update verification, code signature, audit log integrity mechanism, or other security feature of the Platform or desktop application. This includes (i) modifying or replacing any binary, library, or runtime component of the desktop application; (ii) intercepting, replaying, or modifying network traffic between the desktop application and Manti's services or any third-party provider reached on your behalf; (iii) extracting, exporting, or reusing any embedded credentials, API keys, certificates, or signing material; (iv) running the desktop application in any virtualized, instrumented, or modified environment for the purpose of analysis or extraction; or (v) altering the local audit log or its hash chain;
(l) Engage in any conduct that constitutes circumvention of a technological measure under 17 U.S.C. § 1201 (Digital Millennium Copyright Act) or that constitutes unauthorized access to, or exceeds authorized access to, a protected computer under 18 U.S.C. § 1030 (Computer Fraud and Abuse Act).
We reserve the right to suspend or terminate your account immediately and without notice if we determine, in our sole discretion, that you have violated any of these prohibited uses.
9. INTELLECTUAL PROPERTY
9.1 Manti's Intellectual Property
The Platform, including all software, models, algorithms, tools, designs, text, graphics, interfaces, and other content (excluding Your Content), and all intellectual property rights therein, are and remain the exclusive property of Manti and its licensors. These Terms do not grant you any right, title, or interest in the Platform except for the limited license expressly set forth herein.
9.2 Feedback
If you provide us with any suggestions, comments, or other feedback regarding the Platform ("Feedback"), you grant us a worldwide, non-exclusive, royalty-free, irrevocable, perpetual license to use, reproduce, modify, and incorporate such Feedback into the Platform without any obligation to you.
10. COPYRIGHT POLICY (DMCA)
Manti respects the intellectual property rights of others. Repeat infringers may have their accounts terminated. To submit a DMCA Notice, contact our designated agent at support@mantiai.com. Full DMCA process, counter-notification procedure, restoration timelines, and contact information are as set out in our current Copyright Policy, available on our website.
11. YOUR RESPONSIBILITIES
You are solely responsible for:
(a) Evaluating the suitability of the Platform and any Outputs for your intended purposes;
(b) Validating, testing, and verifying all Outputs before relying on them or incorporating them into any design, product, or system;
(c) Ensuring that you have all necessary rights, consents, and permissions to submit Your Content to the Platform;
(d) Complying with all applicable laws, regulations, and industry standards in connection with your use of the Platform and any robotics systems you design or build;
(e) Obtaining any required professional engineering review, approvals, or certifications for any designs or systems you create using the Platform.
12. AI ACCURACY, INDEPENDENT VALIDATION, AND PHYSICAL IMPLEMENTATION
12.1 Outputs Are AI-Generated and May Be Inaccurate
The Platform uses artificial intelligence to generate Outputs. Outputs may be inaccurate, incomplete, biased, outdated, unsafe, or otherwise unsuitable for your intended purpose. Outputs do not constitute professional engineering advice, services, certifications, or approvals. Outputs are not engineering drawings approved for fabrication. Outputs are not safety determinations.
12.2 Independent Professional Validation Required
You acknowledge and agree that before fabricating, manufacturing, building, deploying, testing, operating, or otherwise physically implementing any robotics system, mechanical assembly, electronic system, or other physical product designed with the assistance of the Platform, you must:
(a) Have all designs, specifications, calculations, and Outputs independently reviewed, validated, and tested by qualified licensed professional engineers competent in the relevant discipline(s);
(b) Conduct independent engineering analysis, safety reviews, failure-mode analysis, and risk assessments appropriate to the physical product and its intended use;
(c) Verify compliance with all applicable engineering standards, codes, regulations, industry standards, and certifications for the physical product and its intended environment of use; and
(d) Conduct appropriate testing, prototyping, and validation prior to any commercial deployment, product release, or distribution.
12.3 Assumption of Risk
You acknowledge and agree that your decision to fabricate, manufacture, deploy, or otherwise physically implement any product based on or incorporating Outputs is an exercise of your own engineering judgment, made with full knowledge that Outputs are AI-generated and require the independent validation described above. You assume all risk associated with such fabrication, manufacture, deployment, or implementation. Your independent engineering review and validation, not the Outputs themselves, is the operative basis for any decision to proceed.
12.4 Exclusion of Liability for Physical Implementation
To the maximum extent permitted by applicable law, and except as expressly required by applicable consumer protection or product liability statute that cannot be disclaimed or limited by contract, Manti shall have no liability for any personal injury, death, property damage, environmental damage, business interruption, recall, regulatory action, or product liability claim arising out of or relating to: (a) any product, system, or device fabricated, manufactured, deployed, or operated by you or by a third party using or in connection with the Outputs; (b) any failure of an Output to meet engineering, safety, or regulatory requirements; or (c) any reliance on Outputs without the independent professional validation required by Section 12.2.
13. THIRD-PARTY UPSTREAM PROVIDER TERMS
13.1 Upstream Providers
The Platform routes certain requests to third-party artificial intelligence providers and other third-party service providers ("Upstream Providers"). A current list of significant Upstream Providers is included in our Privacy Policy and Sub-processor List.
13.2 User Compliance with Upstream Provider Terms
When you use the Platform, you also agree to comply with the applicable terms of service, acceptable use policies, content policies, and similar terms of each Upstream Provider as in effect from time to time. These terms are maintained by the Upstream Providers and may change without notice. You are responsible for reviewing and understanding these terms.
13.3 Suspension to Protect Upstream Access
Manti may suspend or terminate your access to the Platform, or to specific Upstream-Provider features of the Platform, if Manti reasonably determines that your conduct violates or threatens to violate an Upstream Provider's terms in a manner that risks Manti's continued access to that Upstream Provider's services.
13.4 Disclaimer
Manti disclaims all liability for the actions, decisions, omissions, terms, or policies of Upstream Providers, including changes to their terms or service discontinuations. Outputs generated by Upstream Providers are also subject to Section 6 (Ownership of Outputs) and Section 12 (AI Accuracy).
14. EXPORT CONTROLS AND COMPLIANCE
You are solely responsible for compliance with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Manti does not hold ITAR registration. You represent and warrant that you will not use the Platform for any project, design, or application that is subject to ITAR or other export controls unless you have independently ensured full compliance with all applicable requirements.
15. SECURITY
15.1 Cloud Services
Manti's cloud services use encryption in transit (TLS 1.2 or higher), encryption at rest (AES-256), tenant isolation, audit logging, vulnerability scanning, and incident response procedures. SOC 2 Type 2 audit is in progress. Additional detail is available in our Security Overview.
15.2 Desktop Application
Manti Desktop installers and updates are cryptographically signed and verified before installation. Authentication tokens are stored in your operating system's secure credential store (macOS Keychain, Windows Credential Manager, or Linux Secret Service). Manti Desktop maintains a tamper-evident local audit log of agent actions using a SHA-256 hash chain. Local project files and databases are stored on your device using standard operating-system file storage. We recommend you enable your operating system's full-disk encryption (FileVault, BitLocker, or LUKS) to protect your local data at rest.
15.3 Breach Notification
In the event of a confirmed security breach affecting your personal information, we will notify you in accordance with applicable law and within 72 hours of confirmation where reasonably practicable.
16. DISCLAIMERS
THE PLATFORM, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANTI DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
MANTI DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM BIAS; (C) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
YOU USE THE PLATFORM AND OUTPUTS AT YOUR OWN RISK.
17. LIMITATION OF LIABILITY
17.1 Liability Cap
To the maximum extent permitted by applicable law, and except for (i) your liability to Manti under Section 20 (Remedies for Violations of Prohibited Uses); (ii) your indemnification obligations under Section 18.1; (iii) Manti's indemnification obligations under Section 18.2; (iv) liability that cannot be limited or excluded under applicable law (including for personal injury, death, gross negligence, fraud, or willful misconduct, to the extent applicable); and (v) breach of confidentiality obligations, Manti's total liability for all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of (a) five hundred dollars ($500) or (b) the total subscription fees you paid to Manti in the twelve (12) months immediately preceding the event giving rise to the claim, excluding any amounts paid for credits, usage overages, or other consumption-based purchases.
17.2 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE CARVE-OUTS IN SECTION 17.1, IN NO EVENT SHALL MANTI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF MANTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.3 Basis of the Bargain
The limitations in this Section 17 reflect a reasonable allocation of risk and are a fundamental part of the basis of the bargain. Manti would not provide the Platform without these limitations.
18. MUTUAL INDEMNIFICATION
18.1 Your Indemnification of Manti
You shall indemnify, defend, and hold harmless Manti and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content and your use of any Outputs; (b) any robotics system, product, or device that you design, build, manufacture, test, operate, deploy, distribute, or sell using or in connection with the Platform, including any personal injury, death, property damage, or product liability claim; (c) your violation of these Terms; (d) your violation of any applicable law, regulation, or third-party right, including but not limited to export control, sanctions, anti-corruption, and consumer protection laws; (e) any claim that Your Content infringes or violates any third-party intellectual property, privacy, publicity, or other right; and (f) your violation of any Upstream Provider's terms as referenced in Section 13.
18.2 Manti Indemnification of Enterprise Customers
Solely for Enterprise tier customers, Manti shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and affiliates from and against any third-party claim alleging that the Platform, as provided by Manti and used by Customer in accordance with these Terms, directly infringes a valid United States patent, copyright, trademark, or trade secret (each, a "Covered IP Claim"). Manti's indemnification under this Section 18.2: (a) is the sole and exclusive remedy of Customer for any actual or alleged infringement of intellectual property by the Platform; (b) excludes claims arising out of or relating to (i) Outputs or Your Content, (ii) Customer's modifications to the Platform, (iii) Customer's combination of the Platform with any third-party product, data, service, or system not provided by Manti, (iv) Customer's failure to use the most recent version of the Platform made available by Manti, (v) Customer's misuse of the Platform or use in violation of these Terms, or (vi) any Upstream Provider's separate technology, terms, or service; (c) is subject to the aggregate cap set forth in this Section 18.2; and (d) is available only to subscribers actively on the Enterprise tier in good standing and is not available to Basic, Builder, or Pro tier subscribers.
Notwithstanding anything to the contrary in these Terms, Manti's total aggregate liability under this Section 18.2, together with any liability under Section 17, shall not exceed two times (2x) the total subscription fees paid by Customer to Manti in the twelve (12) months immediately preceding the event giving rise to the Covered IP Claim.
18.3 Conduct of Claims
As a condition to a party's indemnification obligations under this Section 18, the indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced); (b) grant the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense of the claim at the indemnifying party's expense.
18.4 Manti Mitigation Right (Enterprise Tier)
If a Covered IP Claim is asserted or in Manti's reasonable judgment is likely to be asserted, Manti may, at its option and expense: (a) procure for Customer the right to continue using the affected portion of the Platform; (b) modify the affected portion of the Platform to make it non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the Customer's affected access to the Platform and refund any prepaid unused fees attributable to the affected portion.
19. DISPUTE RESOLUTION
19.1 Informal Resolution
Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@mantiai.com to attempt to resolve the dispute informally through good-faith negotiation for at least thirty (30) days.
19.2 Binding Arbitration (Basic, Builder, Pro)
For Basic, Builder, and Pro tier customers: any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (except for claims for injunctive relief or claims that may be brought in small claims court) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules.
19.3 Class Action Waiver (Basic, Builder, Pro)
YOU AND MANTI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
19.4 Court Litigation (Enterprise)
For Enterprise tier customers, Section 19.2 (Binding Arbitration) and Section 19.3 (Class Action Waiver) do not apply. All disputes shall be resolved in the state or federal courts of Delaware, and both parties consent to the personal jurisdiction and venue of such courts.
19.5 Exceptions
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
19.6 Right to Opt Out (Basic, Builder, Pro)
You have the right to opt out of the arbitration and class action waiver provisions of this Section 19 by sending written notice to legal@mantiai.com within thirty (30) days after first becoming subject to these Terms.
20. REMEDIES FOR VIOLATIONS OF PROHIBITED USES
If you violate Section 8 (Prohibited Uses), particularly subsections (d) (Reverse Engineering), (k) (Software Integrity and Anti-Tampering), or (l) (Anti-Circumvention and Unauthorized Access), you face the following consequences:
(a) Immediate termination of your account and license without notice or refund.
(b) Court orders, including temporary restraining orders, preliminary injunctions, and permanent injunctions, requiring you to cease the conduct, return any materials obtained, destroy any extracted information, tools, or derivative works, and refrain from further violations. You acknowledge that violations of Section 8(d), (k), and (l) would cause Manti irreparable harm that cannot be adequately compensated by monetary damages alone, and you agree that Manti is entitled to such injunctive relief without the necessity of posting a bond or proving actual damages.
(c) Liability for Manti's actual damages, which may include lost profits, lost competitive advantage, the value of any extracted intellectual property, harm to Manti's business reputation, and any other damages arising from your conduct. Such damages shall be limited to amounts actually proven.
(d) Liability for all of Manti's reasonable attorneys' fees, investigation costs, expert witness fees, and other costs incurred in enforcing this Section.
(e) Potential civil and criminal exposure under federal and state law that may be pursued by the applicable authorities, which you acknowledge may include: the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Defend Trade Secrets Act (18 U.S.C. § 1836), the Economic Espionage Act (18 U.S.C. §§ 1831-1839), and the Digital Millennium Copyright Act (17 U.S.C. § 1201 et seq.).
(f) State-law claims for trade secret misappropriation, tortious interference, conversion, breach of contract, and unfair competition.
(g) Manti's right to pursue these remedies in any combination, in any forum. Manti reserves any common-law rights it may have against persons or entities, including employers or principals, on whose behalf or for whose benefit a violation occurs.
The remedies described in this Section 20 are cumulative and not exclusive of any other remedy available to Manti at law or in equity.
21. SOFTWARE UPDATES, TELEMETRY, AND SERVICE LEVELS
21.1 Software Updates
Manti Desktop may check for updates from Manti's servers and may download and install signed updates. Updates are cryptographically signed and verified before installation. Updates may include bug fixes, security patches, new features, or removal of features. You may be able to defer non-critical updates, but security-critical updates may be required to continue using the desktop application.
21.2 Telemetry and Diagnostics
Manti Desktop does not currently transmit usage analytics or crash reports to Manti or third parties beyond what is necessary to provide the requested services. We may, in the future, collect anonymous diagnostic information such as application crash reports, performance metrics, and aggregate feature-usage data. If we add such collection, we will update our Privacy Policy and provide an in-app control. We will never transmit the substance of your prompts, designs, files, or project content as part of any diagnostic data.
21.3 Service Level Agreement
Manti does not provide an uptime or service-level commitment under these Terms. Any uptime or service-level commitments must be set forth in a separately executed Service Level Agreement or Order Form. The local agent component of Manti Desktop runs on your device and is not subject to any Manti uptime commitment.
22. TERM AND TERMINATION
22.1 Term
These Terms are effective when you create an account or first use the Platform and continue until terminated.
22.2 Termination by You
You may terminate these Terms at any time by canceling your subscription and ceasing all use of the Platform.
22.3 Termination by Manti
We may terminate your access to the Platform at any time, with or without cause. For termination without cause for Basic, Builder, and Pro tier customers, we will provide at least seven (7) days notice. We may suspend or terminate access immediately and without notice if we reasonably believe you have violated these Terms, particularly the Prohibited Uses in Section 8.
22.4 Effect of Termination
Upon termination: (a) your license to use the Platform immediately terminates; (b) you must cease all use of the Platform; (c) your license to Manti Desktop terminates and the desktop application will no longer authenticate with our cloud services; (d) we may delete Your Content held on our servers in accordance with our data retention policies; and (e) local content stored on your device through Manti Desktop remains under your control and will not be remotely deleted by Manti.
23. GOVERNING LAW
These Terms and any disputes arising out of or relating to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
24. GENERAL PROVISIONS
24.1 Entire Agreement
These Terms, together with our Privacy Policy, and, if applicable, the Charter Program Addendum and any separately executed written agreement between you and Manti, constitute the entire agreement between you and Manti regarding the Platform.
24.2 Modifications
For Basic, Builder, and Pro tier customers: Manti may modify these Terms at any time by posting the revised Terms on the Platform. For material changes, Manti will provide at least sixty (60) days notice before the changes become effective. Continued use after the effective date constitutes acceptance of the revised Terms.
For Enterprise tier customers: the Terms in effect as of the Effective Date of Customer's Order Form (or other written agreement) apply to Customer's subscription and may be modified only by a written amendment signed by both parties. Notwithstanding the foregoing, Manti may update these Terms to comply with changes in applicable law upon written notice; if Customer reasonably objects to such a change, Customer may terminate the affected portion of its subscription without penalty.
24.3 Severability
If any provision is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
24.4 Waiver
No waiver of any term shall be deemed a further or continuing waiver. Our failure to enforce any provision shall not constitute a waiver.
24.5 Assignment
You may not assign these Terms or your rights without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.
24.6 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights.
24.7 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.
25. CONTACT INFORMATION
Manti, Inc.
Email: legal@mantiai.com
Support: support@mantiai.com
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By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.