This Master Subscription Agreement ("Agreement") is entered into between Manafold Inc. (dba Layo) ("Layo") and the entity identified as "Customer" in an applicable Order (as defined below). Layo and Customer may be referred to individually as a "Party" and collectively as the "Parties."
This Agreement governs Customer’s access to and use of the Services and is incorporated by reference into each order form, checkout flow, or written ordering document that references this Agreement (each, an “Order”). Capitalized terms not defined in this Agreement have the meanings set forth in the applicable Order.
The Parties agree as follows:
1. Overview
Subject to the terms of this Agreement, Layo will make available to Customer its software-as-a-service platform that enables the creation, deployment, and operation of AI-native applications for use with ChatGPT and related interfaces, together with associated tooling, analytics, and advisory support, as specified in the applicable Order (collectively, the “Services”).
Use of the Services may be subject to limits on usage, users, or applications, as set forth in the applicable Order.
2. Services
2.1 Ordering Process. Subscriptions are purchased under one or more Orders. Each Order specifies the Services, applicable limits (e.g., Projects, pageviews, monthly active users), and subscription term.
2.2 Access Grant. During the Term, Customer may access and use the Services solely for internal business purposes in accordance with the Documentation and this Agreement.
2.3 Users. “User” means an employee or contractor authorized by Customer to use the Services. Customer is responsible for Users’ compliance with this Agreement.
2.4 Restrictions. Customer will not (a) resell or sublicense the Services, (b) reverse engineer or copy the Services, (c) interfere with Service operation or security, or (d) use the Services in violation of applicable law.
3. Data and Output
3.1 Rights. Customer retains ownership of Customer Data. Manafold retains ownership of the Services and related technology.
3.2 Use of Customer Data. Customer grants Manafold a limited license to process Customer Data solely to deliver the Services, improve performance, and comply with law. Manafold will not train its core AI models on Customer Data.
3.3 Output. In response to Inputs, the Services may generate content, recommendations, or analytics (“Output”). Customer may use Output for internal business purposes in accordance with this Agreement. Output may not be unique.
3.4 Telemetry. Manafold may collect and use de-identified usage data and metrics (“Telemetry”) for analytics and product improvement.
4. Customer Obligations
Customer is responsible for the accuracy of Customer Data and for ensuring all necessary rights and consents have been obtained for Manafold’s use under this Agreement.
5. Suspension of Service
Manafold may suspend access if (a) Customer breaches restrictions or obligations, (b) payments are overdue by 30 days, (c) laws require suspension, or (d) Customer’s use threatens security or service availability.
6. Third-Party Platforms
Services may interoperate with third-party platforms. Use of such integrations is subject to Customer’s agreement with those providers. Manafold is not responsible for third-party platforms or their handling of Customer Data.
7. Fees and Taxes
7.1 Fees. Customer will pay fees as specified in the Order. Fees are invoiced on the schedule set forth in the Order and payable within 30 days, unless otherwise specified. Fees are non-refundable except as expressly provided herein.
7.2 Taxes. Fees exclude applicable taxes, which Customer is responsible for (excluding Manafold’s income tax).
8. Warranties and Disclaimers
8.1 Mutual Warranties. Each Party represents it has the authority to enter into this Agreement.
8.2 Product Warranty. Manafold warrants the Services will perform materially as described in the Documentation and will not materially reduce functionality during a subscription term.
8.3 Compliance with Laws. Manafold represents it will comply with applicable laws in providing the Services.
8.4 Disclaimers. Except as set forth above, the Services and Output are provided “as is.” Manafold disclaims warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.
9. Term and Termination
9.1 Term. This Agreement remains in effect until all Orders have expired or been terminated. Each Order renews automatically for successive terms unless either Party gives notice of non-renewal 30 days before expiration.
9.2 Termination. Either Party may terminate for uncured material breach, insolvency, or bankruptcy.
9.3 Effect. Upon termination, Customer’s right to use the Services ends. Manafold will return or delete Customer Data within 60 days, except as required by law or retained in backups.
9.4 Survival. Sections regarding restrictions, fees, IP, confidentiality, disclaimers, liability, indemnification, and general terms survive termination.
10. Feedback
Customer grants Manafold a royalty-free license to use feedback to improve its products and services.
11. Limitation of Liability
11.1 Waiver of Consequential Damages. Neither Party is liable for indirect or consequential damages.
11.2 Cap. Each Party’s liability will not exceed fees paid in the 12 months prior to the claim.
11.3 Excluded Claims. Confidentiality breaches and indemnification obligations are excluded from these limits.
12. Indemnification
12.1 By Manafold. Manafold will defend Customer against claims that the Services infringe third-party IP.
12.2 By Customer. Customer will defend Manafold against claims arising from Customer Data, business practices, or misuse of the Services.
12.3 Procedures. Indemnification is conditioned on notice, control of defense, and cooperation.
12.4 Mitigation. Manafold may (a) procure continued rights, (b) modify the Services, or (c) terminate affected Services and refund unused fees.
13. Confidentiality
Each Party will keep the other’s Confidential Information confidential and use it only as permitted. Exceptions apply to information that is public, lawfully known, independently developed, or obtained lawfully from third parties.
14. Required Disclosures
Either Party may disclose Confidential Information if required by law, with prior notice if permitted.
15. Trials and Betas
Trials and betas are provided “as is” with no warranties or indemnities. Manafold’s liability for trials is capped at US$50.
16. Publicity
Manafold may include Customer’s name and logo in customer lists unless Customer opts out by written notice.
17. General Terms
- Assignment. Neither Party may assign this Agreement without consent, except in connection with a merger or sale.
Governing Law. Delaware law governs. Venue is Delaware state and federal courts.
- Notices. Notices must be in writing per the addresses in the Order.
- Entire Agreement. This Agreement and Orders constitute the entire agreement.
- Force Majeure. Neither Party is liable for delays due to causes beyond its control.
- Independent Contractors. The Parties are independent contractors.
- Export, Open Source, Government Use. Customer will comply with export laws. Manafold may use open-source components subject to their licenses. Government use is restricted.
- Order of Precedence. Order > Supplemental Terms > Agreement.