STANDARD CUSTOMER TERMS OF SERVICE
Last Updated: July 8, 2026
These Standard Customer Terms of Service (these "Terms") govern the professional services that Manicule, Inc. ("Manicule") provides to the person or entity that enters into a Statement of Work with Manicule ("Customer"). Customer is the person or entity identified in the Acceptance Record for the applicable Statement of Work, as described in Section 15.11 (Acceptance). These Terms, together with all Statements of Work ("SOWs") entered into by Manicule and Customer and any Additional Customer Terms of Service accepted with an SOW ("Additional Terms"), form a single agreement between Manicule and Customer (the "Agreement"). The current version of these Terms is posted at https://manicule.dev/customer-terms (the "Terms URL").
Capitalized terms have the meanings given in Section 16 (Definitions), elsewhere in these Terms, or in the applicable SOW.
1. Agreement Structure
1.1 SOWs. Customer may enter into one or more SOWs with Manicule. Each SOW incorporates these Terms by reference and forms part of the Agreement between Manicule and Customer. A Customer Affiliate may also enter into an SOW with Manicule, in which case that SOW, together with these Terms, forms a separate agreement between Manicule and that Affiliate; references to "Customer" mean that Affiliate for that separate agreement, and no breach, termination, or other right or obligation under that separate agreement affects the Agreement between Manicule and Customer (or any other Affiliate's agreement), or vice versa.
1.2 Order of Precedence. If there is any inconsistency among the documents forming the Agreement, then for the SOW concerned, the SOW controls over any Additional Terms and these Terms, and any Additional Terms control over these Terms — except that an SOW or Additional Terms may modify Section 2.4 (Review Cycles and Acceptance), Section 2.8 (Review Process; Exclusive Remedies), Section 4 (Fees & Payment), Section 6 (Representations & Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 13 (Updates to These Terms), or Section 14 (Governing Law & Dispute Resolution) only by expressly referencing the section it modifies. General or descriptive language in an SOW (such as a description of the Services or Deliverables) does not create an inconsistency with, or modify, these Terms.
1.3 Version in Effect. Each SOW is governed by the version of these Terms in effect on its Effective Date, as subsequently updated in accordance with Section 13 (Updates to These Terms) and as modified by any Additional Terms (Section 1.4).
1.4 Additional Terms. The parties may, but are not required to, adopt Additional Terms with an SOW. Additional Terms modify these Terms only as expressly stated in them; how they apply to later versions of these Terms, and how they are amended and accepted, are as stated in the Additional Terms.
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 this Agreement (including Section 10 (Confidentiality)), 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 sources of Customer data — such as codebases and technical documentation, support tickets, customer email and CRM records, product analytics, and internal knowledge bases (each a "Customer Data Source"). 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 (Confidentiality) (including Section 10.5 (Security; Personal Information)) 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 and handle retained information in accordance with Sections 5.3 and 5.4(b).
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 this 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 this Agreement (including the warranties in Section 6.3) 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 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 6.4 (Warranty Remedy), including its refund and termination rights. An alleged inaccuracy in or non-conformance of a Deliverable is not a material breach of this Agreement or an SOW, and does not support termination under Section 5.2(a), 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 6.4.
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. Upon assignment, Manicule will assert no rights over the Deliverables except as expressly stated in this 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 this 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 this Agreement. (c) For Third-Party Materials procured by Customer, 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. 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) 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 6, 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 Feedback and Usage Data. Customer may, but is not required to, give Manicule Feedback, which is provided "AS IS" and which Manicule may use freely without restriction or obligation. Manicule may collect and use 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.
3.8 Reservation of Rights. Except for the rights expressly granted in this Section 3, neither party transfers any rights in its products, data, or other intellectual property to the other party.
4. Fees & Payment
4.1 Fees and Invoices. Customer will pay the fees stated in each SOW (the "Fees"). Unless the SOW states otherwise, all Fees are in U.S. Dollars and exclusive of taxes. Manicule will invoice Fees as described in the SOW or, if the SOW does not describe invoicing, once per Billing Period. Fees are non-refundable once invoiced, except as expressly provided in this Agreement, including the Final Rejection credit or refund in Section 2.4 (Review Cycles and Acceptance), Section 5.3 (Effect of Termination), and Section 6.4 (Warranty Remedy).
4.2 Payment. Customer will pay each invoice within the payment period stated in the SOW or, if the SOW does not state one, within thirty (30) days of receipt of the invoice (in either case, the "Payment Period"); where the SOW states a prepaid payment term, each invoice is due no later than the first day of the period it covers or ten (10) days after receipt, whichever is later. Customer will pay each invoice in full, without setoff, withholding, or deduction, except for (a) tax withholding required by Applicable Laws as described in Section 4.5; (b) amounts disputed in good faith under Section 4.4, as to which Customer may withhold only the disputed portion while resolution is pending; and (c) amounts Manicule has agreed in writing to credit, or that have been finally awarded to Customer under Section 14, which Customer may set off.
4.3 Late Payment. Undisputed amounts not paid when due will accrue a finance charge of 1.5% per month (or the maximum rate permitted by law, if lower). If undisputed amounts remain unpaid more than ten (10) days after Manicule gives Customer written notice of late payment, Manicule may suspend performance of the Services until payment is made; the effects of a suspension are described in Section 5.5. Manicule's notice of late payment constitutes a notice of material breach under Section 5.2(a), and if the undisputed amounts remain unpaid thirty (30) days after that notice, Manicule may terminate the affected SOW by further written notice. Suspension does not relieve Customer of its payment obligations. In any action or arbitration to collect overdue undisputed amounts, the prevailing party may recover its reasonable costs, including reasonable attorneys' fees, court and arbitration costs, and collection costs.
4.4 Payment Disputes. If Customer has a good-faith disagreement about amounts charged on an invoice, Customer must notify Manicule of the dispute in writing, with reasonable detail, during the Payment Period, and must pay all undisputed amounts on time; Customer may raise only one dispute process per invoice. The parties will work together in good faith to resolve the dispute within fifteen (15) days after the end of the Payment Period; if the dispute is not resolved within that period, either party may escalate it under Section 14.2. While resolution of a good-faith dispute under this Section is pending, Manicule will not suspend Services, terminate for nonpayment, or charge finance charges based on the disputed amounts. Disputed amounts finally determined to be owed accrue the finance charge under Section 4.3 from their original due date.
4.5 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees (including sales, use, VAT, GST, or withholding) that Manicule itemizes and includes in an invoice. Customer is not responsible for Manicule's income taxes.
5. Term & Termination
5.1 Term. This Agreement starts on the Effective Date of the first SOW between Manicule and Customer and continues until all SOWs between them have expired or been terminated, at which point it automatically expires. 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.
5.2 Termination. (a) Either party may terminate this Agreement or an SOW immediately if the other party (i) fails to cure a material breach of the Agreement or SOW within thirty (30) days after receiving written notice of the breach; (ii) materially breaches the Agreement or SOW in a manner that cannot be cured; (iii) dissolves or stops conducting business without a successor; (iv) makes an assignment for the benefit of creditors; or (v) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than sixty (60) days. (b) Either party may terminate an affected SOW immediately if a Force Majeure Event prevents Manicule from providing the Services for thirty (30) or more consecutive days. (c) A party must notify the other of its reason for termination. (d) The renewal-cancellation right in Section 5.1 and any additional termination provisions in an SOW are in addition to, and not in lieu of, the termination rights in this Section 5.2.
5.3 Effect of Termination. Upon any expiration or termination of this Agreement or an SOW: (a) termination of this Agreement under Section 5.2(a) automatically terminates all SOWs forming part of this Agreement (termination of an individual SOW does not, by itself, affect any other SOW or agreement); (b) Manicule will have no further obligation to provide the Services under the expired or terminated SOW(s); (c) each Recipient will return or destroy Discloser's Confidential Information in its possession or control, subject to Section 5.4(b); (d) 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 5.5(a) — and Customer will pay the invoice according to Section 4 (Fees & Payment); and (e) unless Manicule terminated the SOW for Customer's uncured material breach, 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 (e), 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 5.4(b) to retained Confidential Information.
5.4 Survival. (a) The following survive expiration or termination of this Agreement: Section 2.4 (as to acceptance, deemed acceptance, and the surviving correction obligation), Section 2.8, Section 3 (Intellectual Property), Section 4 (Fees & Payment) for amounts accrued or payable before expiration or termination, Section 5.3 (Effect of Termination), this Section 5.4, Section 6 (Representations & Warranties), Section 7 (Disclaimer), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 12 (Non-Solicitation; Other Engagements) for the periods stated therein, Section 14 (Governing Law & Dispute Resolution), Section 15 (General Terms), Section 16 (Definitions), and any other provision that by its nature should survive. (b) A Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record-retention policies or as required by Applicable Laws, in which case Section 10 (Confidentiality) continues to apply to the retained Confidential Information.
5.5 Suspension. In addition to its suspension right in Section 4.3 (Late Payment), Manicule may suspend performance of the Services under an SOW if Customer materially breaches this Agreement or the SOW and fails to cure the breach within ten (10) days after receiving written notice. During any suspension under this Section 5.5 or Section 4.3: (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. Manicule's suspension notice constitutes a notice of material breach under Section 5.2(a), and if the cause of the suspension remains uncured thirty (30) days after that notice, Manicule may terminate the affected SOW by further written notice, in which case unpaid Fees for the remainder of the then-current Contract Period become immediately due and are included in the final invoice under Section 5.3(d). 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, with timelines extended day-for-day for the duration of the suspension. Manicule is not liable for losses arising from a suspension properly made under this Section 5.5 or Section 4.3 based on a material breach or nonpayment that existed and was uncured.
6. Representations & Warranties
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of its jurisdiction of origin; and (c) it will comply with all Applicable Laws in performing its obligations and exercising its rights under this Agreement.
6.2 From Customer. Customer represents and warrants to Manicule that: (a) Manicule's use of Customer Materials and Customer-procured Third-Party Materials under this Agreement does not and will not infringe or misappropriate anyone else's copyright, trademark, trade secret, or right of publicity; (b) it has all rights necessary to provide the Customer Materials and Customer-procured Third-Party Materials; and (c) it has provided all notices, and obtained all rights, consents, and permissions, necessary for Manicule to access and use the Customer Materials and the granted Customer Data Sources as contemplated by this Agreement, including with respect to any personal information they contain.
6.3 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 6.3 are subject to Section 2.8 (Review Process; Exclusive Remedies).
6.4 Warranty Remedy. If Manicule breaches the warranty in Section 6.3(c) or 6.3(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 6.4. 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, in which case Customer will not be invoiced for Services after the effective date of termination and Manicule will refund the portion of any prepaid Fees attributable to Services not performed, within thirty (30) days after termination. As described in Section 2.8(c), the remedies in this Section 6.4, together with the Review Cycles (including Final Rejection) and the surviving correction obligation in Section 2.4, are Customer's sole and exclusive remedies for breach of the warranties in Sections 6.3(c) and 6.3(e); they do not limit Customer's rights under Section 9 (Indemnification) or Customer's rights and remedies for breach of the other warranties in Section 6.3, which remain subject to Section 8 (Limitation of Liability).
7. Disclaimer
7.1 Disclaimer. EXCEPT FOR THE WARRANTIES IN SECTION 6 (REPRESENTATIONS & WARRANTIES), MANICULE AND CUSTOMER EACH DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. WITHOUT LIMITING THE FOREGOING, MANICULE DOES NOT WARRANT ANY PARTICULAR MARKETING OUTCOME, AUDIENCE ENGAGEMENT, TRAFFIC, LEAD GENERATION, OR OTHER BUSINESS RESULT FROM THE SERVICES OR DELIVERABLES.
8. Limitation of Liability
8.1 General Cap. EXCEPT AS PROVIDED IN SECTIONS 8.2 AND 8.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO MANICULE UNDER THE SOW GIVING RISE TO THE CLAIM (OR, IF THE CLAIM DOES NOT ARISE UNDER A PARTICULAR SOW, UNDER ALL SOWS FORMING PART OF THIS AGREEMENT) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM (THE "GENERAL CAP").
8.2 Increased Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR INCREASED CLAIMS WILL NOT EXCEED TWO TIMES (2X) THE GENERAL CAP. "Increased Claims" means an Indemnifying Party's indemnification obligations under Section 9 (Indemnification) and a party's breach of Section 10 (Confidentiality).
8.3 Uncapped Claims. THE CAPS IN SECTIONS 8.1 AND 8.2 DO NOT APPLY TO: (a) CLAIMS RESULTING FROM A PARTY'S FRAUD OR WILLFUL MISCONDUCT; OR (b) CUSTOMER'S OBLIGATION TO PAY FEES.
8.4 Damages Waiver. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE. THIS WAIVER DOES NOT APPLY TO INCREASED CLAIMS OR TO THE CLAIMS DESCRIBED IN SECTION 8.3.
9. Indemnification
9.1 Protection by Manicule. Manicule will indemnify, defend, and hold harmless Customer from and against all Manicule Covered Claims made by someone other than Customer or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) that arise from the Manicule Covered Claim. "Manicule Covered Claims" means 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 this 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 9.1 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 (Independent Contractors). 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. This Section 9.1 does not limit Customer's direct claims for breach of the warranties in Section 6.3.
9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Manicule from and against all Customer Covered Claims made by someone other than Manicule or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) that arise from the Customer Covered Claim. "Customer Covered Claims" means any action, suit, proceeding, or claim that: (a) Customer Materials or Customer-procured Third-Party Materials, when used by Manicule according to the SOW and this Agreement, violate, misappropriate, or otherwise infringe anyone else's intellectual property or other proprietary rights; (b) arises out of statements, claims, or materials in a Deliverable that Customer originated, supplied, or expressly directed (including product claims and factual assertions that Customer supplied or confirmed), or that Customer approved in writing after Manicule specifically identified the associated risk to Customer in writing; or (c) arises out of Customer's breach of the warranty in Section 6.2(c), including any claim by an individual whose personal information was contained in a Customer Data Source or Customer Materials that Manicule accessed or used as authorized by this Agreement.
9.3 Procedure. The Protected Party must: (a) promptly notify the Indemnifying Party of each Covered Claim for which it seeks protection; (b) provide reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) give the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A failure to comply with this Section 9.3 relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the failure. A Protected Party may participate in a Covered Claim with its own attorneys at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
9.4 Exclusive Remedy. This Section 9 describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim, and does not limit either party's direct claims against the other under this Agreement.
10. Confidentiality
10.1 Non-Use and Non-Disclosure. Unless otherwise authorized in this Agreement, Recipient will (a) use Discloser's Confidential Information only to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least the same protections it uses for its own similar information, and no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.
10.3 Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited, Recipient provides Discloser reasonable advance notice and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment.
10.4 Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to employees, advisors, contractors, and representatives who have a need to know, but only if the person or entity is bound by confidentiality obligations at least as protective as this Section 10 and Recipient remains responsible for their compliance. Notwithstanding the foregoing, either party may disclose the terms of this Agreement to potential investors or acquirers in connection with bona fide investment or acquisition due diligence, provided the recipients are bound by confidentiality obligations at least as protective as this Section 10.
10.5 Security; Personal Information. Manicule will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer's Confidential Information (including information obtained from Customer Data Sources) against unauthorized access, use, or disclosure, and will access Customer Data Sources on a least-privilege, read-only basis where feasible. Manicule will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or disclosure of Customer's Confidential Information in Manicule's possession or systems, and will reasonably cooperate with Customer's remediation efforts. To the extent Manicule processes personal information contained in Customer Materials or Customer Data Sources, Manicule acts as Customer's "service provider" as defined in the California Consumer Privacy Act (and in the equivalent role under other applicable privacy laws), and Manicule will: (a) process that personal information only to perform the Services; (b) not sell or share it, or retain, use, or disclose it for any other purpose or outside the direct business relationship with Customer; (c) impose equivalent obligations on Subcontractors and on any third-party AI tools used under Section 3.5; and (d) delete or return it upon Customer's written request (subject to Section 5.4(b)) and certify deletion upon request.
11. Publicity
11.1 Marketing Use by Manicule. Notwithstanding Section 10 (Confidentiality), Manicule may identify Customer as a customer and use Customer's name, logo, and trademarks on Manicule's website and in Manicule's marketing materials, customer lists, portfolio, social media, and public announcements identifying Customer and the general nature of the engagement, without further consent from Customer, subject to any written trademark usage guidelines Customer provides. Case studies and other marketing materials that describe the engagement in detail — beyond identifying Customer and the general nature of the Services — require Customer's prior approval, which may be given by email and which Customer will not unreasonably withhold or delay. All goodwill from such use inures to Customer's benefit. Customer may withdraw its consent to future uses under this Section 11.1 and Section 3.7 at any time by written notice, in which case Manicule will make no new uses of Customer's name, marks, or Deliverables; Manicule is not required to remove or modify materials published or distributed before the withdrawal, except that Manicule will remove Customer's marks from Manicule's own website within thirty (30) days after Customer's reasonable request for legal or rebranding reasons. Manicule will not disclose the terms of this Agreement (including Fees) in such materials.
11.2 Publicity by Customer. Notwithstanding Section 10 (Confidentiality), Customer may identify Manicule as its service provider. This Section 11 states the only disclosures of the parties' relationship permitted without consent; the existence and terms of this Agreement otherwise remain Confidential Information as described in Section 16 (Definitions).
12. Non-Solicitation; Other Engagements
12.1 Personnel; Placement Fee. During the term of this Agreement 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 without affecting the remainder.
12.2 Other Engagements. Nothing in this 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 12.2, Section 10 (Confidentiality), and Section 12.1. Manicule will not use Customer's Confidential Information or information obtained from Customer Data Sources in performing services for any other person or entity. 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.
13. Updates to These Terms
13.1 Updates by Manicule. Manicule may update these Terms from time to time. When Manicule updates these Terms, it will (a) post the updated version at the Terms URL with a new "Last Updated" date, and (b) give Customer written notice of the update (email to Customer's Notice Address is sufficient) describing the material changes.
13.2 Effectiveness. For each SOW, an update takes effect at the start of the first Contract Period (initial or renewal) of that SOW that begins at least seven (7) days after Manicule's notice — an update never takes effect during a Contract Period already in progress. For an SOW without renewing Contract Periods (such as a fixed-fee or milestone engagement), an update takes effect for that SOW only with Customer's written consent. Customer's renewal of an SOW into a Contract Period governed by updated Terms constitutes acceptance of the updated Terms for that SOW.
13.3 Protected Sections. No update modifies Section 3 (Intellectual Property), Section 6 (Representations & Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), or Section 14 (Governing Law & Dispute Resolution), as they apply to an SOW already in effect, without Customer's express written consent.
13.4 Right to Cancel Renewal. If Customer does not agree to an update, Customer may cancel the renewal of any affected SOW by giving Manicule written notice before the update takes effect, notwithstanding any longer non-renewal notice period in the SOW. Cancellation under this Section 13.4 is effective at the end of the then-current Contract Period. In each case, the version of these Terms in effect immediately before the update continues to govern through the effective date of cancellation, and Fees already invoiced remain payable in accordance with Section 4.
13.5 Limits on Updates. No update will (a) increase the Fees or materially reduce the Services under an active SOW, (b) apply to claims that accrued, or that arise out of acts or omissions occurring, before the update took effect (and any update to Section 14 applies only to claims accruing after its effective date), or (c) shorten or eliminate Customer's cancellation right in Section 13.4. Updates that are required by Applicable Laws may take effect as required by those laws, with notice to Customer.
14. Governing Law & Dispute Resolution
14.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Informal Resolution First. Before initiating arbitration, the party raising a dispute must give the other party written notice describing the dispute, and the parties will attempt in good faith to resolve it through direct discussion between executives of each party for at least thirty (30) days after the notice. All statutes of limitations and contractual limitation periods applicable to the dispute are tolled from the date of the notice until the earliest of (a) the parties' written resolution of the dispute, (b) either party's written declaration that the discussions have reached impasse, and (c) sixty (60) days after the notice.
14.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or any SOW — including its formation, interpretation, breach, or termination, and including whether a claim is subject to arbitration — that is not resolved under Section 14.2 will be resolved by final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (or, for claims within its scope, its Streamlined Arbitration Rules and Procedures). The arbitration will be conducted in English by a single arbitrator in San Francisco, California (or another location the parties agree to in writing, including by videoconference). The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator may award any relief a court of competent jurisdiction could award, consistent with the limitations in this Agreement, and will issue a reasoned written decision. Each party will bear its own attorneys' fees and costs unless the arbitrator awards them under this Agreement (including Section 4.3), Applicable Laws, or the JAMS rules. The existence, content, and result of any arbitration are Confidential Information.
14.4 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE UNDER THIS AGREEMENT WILL BE BROUGHT AND CONDUCTED ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) must be severed from arbitration and brought in the courts identified in Section 14.6, and the waiver will remain in effect for all other claims.
14.5 Exceptions. Notwithstanding Sections 14.3 and 14.4, either party may (a) bring an individual claim in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened breach of Section 10 (Confidentiality) or infringement or misappropriation of a party's intellectual property rights, without the need to post a bond and without limiting its other rights or remedies.
14.6 Chosen Courts. For any dispute not subject to arbitration under this Section 14, the parties will bring the action exclusively in the State courts of the State of California located in the City and County of San Francisco or the United States District Court for the Northern District of California, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection based on forum non conveniens. FOR ANY DISPUTE PROCEEDING IN COURT UNDER THIS SECTION 14, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ITS RIGHT TO A TRIAL BY JURY. If the jury waiver above is held unenforceable in an action in a California state court, the parties agree that, upon the motion of either party, the dispute will be resolved by general judicial reference under California Code of Civil Procedure § 638 before a referee appointed by the court, and each party waives any objection to that procedure.
14.7 Mass Filings. If twenty-five (25) or more similar arbitration demands are filed against a party by or with the assistance of the same law firm or organization, the JAMS Mass Arbitration Procedures and Guidelines (including its fee schedule) will apply, and the parties will cooperate in good faith on a process (such as batching or bellwether proceedings) for the fair and efficient resolution of the demands.
14.8 Time Limit on Claims. To the extent permitted by Applicable Laws, any claim arising out of or relating to this Agreement must be initiated by notice under Section 14.2 within two (2) years after the claiming party first knew or reasonably should have known of the facts giving rise to the claim, and an arbitration demand (or court action permitted under this Section 14) for the claim must be filed within one hundred eighty (180) days after the tolling period under Section 14.2 ends, or the claim is permanently barred. This Section does not apply to: (a) claims for indemnification under Section 9, which may be initiated at any time until one (1) year after final resolution of the underlying Covered Claim; (b) claims arising from fraud or willful misconduct; (c) claims for infringement or misappropriation of intellectual property; (d) claims for breach of Section 10 (Confidentiality); (e) claims for unpaid Fees; and (f) claims that cannot be time-limited under Applicable Laws.
15. General Terms
15.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Manicule expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. Each party acknowledges that it has not relied on, and will have no right or remedy based on, any statement, representation, promise, assurance, or projection not expressly set out in this Agreement — including any statement about future services, features, expected results, or performance — except in the case of fraud (including fraudulent misrepresentation and fraudulent concealment) or any other liability that cannot be disclaimed under Applicable Laws.
15.2 Modifications, Severability, and Waiver. Except for updates made under Section 13 (Updates to These Terms) and Change Orders under Section 2.3, any waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party; a document Manicule issues through its online acceptance flow that Customer then accepts satisfies this requirement. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms will remain in full force and effect. The failure of a party to enforce a term or exercise a right is not a waiver of that term or right.
15.3 Non-Exhaustive Remedies. Except where this Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
15.4 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement upon notice to the other party in connection with a merger, change of control, reorganization, or sale of all or substantially all of the equity, business, or assets to which this Agreement relates, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.
15.5 Notices. Legal notices under this Agreement — including notices of breach, cure, suspension, termination, non-renewal, Final Rejection, warranty claims under Section 6.4, indemnification claims, revocations under Section 2.7, withdrawals of consent under Section 11.1, and dispute notices under Section 14 — must be in writing and sent to the receiving party's Notice Address. Manicule's Notice Address is founders@manicule.dev and 2261 Market Street STE 65444, San Francisco, CA 94114; Customer's Notice Address is the email address and legal-entity address in the Acceptance Record for the applicable SOW. Either party may change its Notice Address by notice given under this Section. Legal notices are deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery. All other communications under this Agreement — including submissions, acceptances, rejections, approvals, and Change Order correspondence — are effective when delivered in writing (including by email) to the receiving party's designated point of contact or through the workflow described in the SOW.
15.6 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
15.7 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
15.8 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations under this Agreement caused by a Force Majeure Event. This Section does not excuse Customer's obligation to pay Fees for Services performed.
15.9 Export Controls; Anti-Bribery. Customer may not remove or export from the United States or allow the export or re-export of the Deliverables or any related technology or materials in violation of any restrictions, laws, or regulations of the United States or any other applicable government authority. Neither party will take any action that would violate any Applicable Laws prohibiting bribery or corruption, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
15.10 Titles and Interpretation. Section titles are for convenience only. All uses of "including" and similar phrases are non-exhaustive and without limitation.
15.11 Acceptance. Each SOW is entered into electronically through the online acceptance flow Manicule provides (or another electronic acceptance mechanism the parties agree to in writing), and acceptance through that flow constitutes Customer's signature. Manicule's record of each acceptance — including the name and email address of the accepting individual, the Customer legal-entity name and address provided at acceptance, the date and time of acceptance, and any Additional Terms accepted with the SOW (the "Acceptance Record") — identifies the Customer entering into the SOW. The individual who accepts an SOW represents and warrants that they have the authority to bind, and are entering into the SOW and this Agreement on behalf of, the person or entity identified as Customer in the Acceptance Record. By accepting an SOW, Customer accepts and agrees to these Terms.
16. Definitions
16.1 "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
16.2 "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority.
16.3 "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.
16.4 "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.
16.5 "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date of the applicable SOW, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential," "proprietary," or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence and terms of this Agreement and each SOW (including Fees), subject to the disclosures permitted by Sections 10.3, 10.4, and 11.
16.6 "Covered Claim" means either a Manicule Covered Claim or a Customer Covered Claim.
16.7 "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.
16.8 "Customer Policies" means Customer's written policies identified in an SOW that apply to Manicule's performance of the Services.
16.9 "Deliverables" means the deliverables identified in an SOW to be provided to Customer as part of the Services.
16.10 "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
16.11 "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. These Terms, the SOW, and any Additional Terms or other custom terms accepted with the SOW are effective as of the Effective Date.
16.12 "Feedback" means suggestions, feedback, or comments about the Services or Manicule's related offerings.
16.13 "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event, such as a natural disaster, war, pandemic, riot, act of terrorism, or public utility or internet failure.
16.14 "Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.
16.15 "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.
16.16 "Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
16.17 "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.
16.18 "Rejection Period" and "Resubmission Period" have the meanings given in Section 2.4 (or, if stated, in the applicable SOW).
16.19 "SOW" means a statement of work issued by Manicule and accepted by Customer under Section 15.11 (or otherwise signed or electronically accepted by both parties) that incorporates these Terms and includes the business details of the engagement, such as the Services, Deliverables, Fees, and other engagement-specific terms.
16.20 "SOW Term" means the period of performance stated in the applicable SOW or, if none is stated, the period from the Effective Date until completion of the Services under that SOW.
16.21 "Subcontractors" means other people or companies engaged by Manicule to perform some of the Services, including Manicule's Affiliates.
16.22 "Third-Party Materials" means any information, tools, materials, or intellectual property owned by anyone other than Manicule, its Affiliates, or Customer.
16.23 "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.
Portions of these Terms are adapted from the Common Paper Professional Services Standard Terms (Version 1.1), used under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/).