MANTI, INC. TERMS OF SERVICE

Last Updated: Monday, October 26, 2026

Welcome to Manti. These Terms of Service ("Terms") govern your access to and use of the Manti platform, website, desktop application, Manti MCP, 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 and our Privacy Policy. We ask you to accept these Terms when you sign up, at checkout, and on the Manti MCP authorization page where you click "Allow." 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 AUTOMATIC RENEWAL OF PAID PLANS, 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 FREE TRIAL USERS AND PLUS AND MAX TIER CUSTOMERS. ENTERPRISE TIER CUSTOMERS ARE NOT SUBJECT TO MANDATORY ARBITRATION. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 19.6. 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, including any access token issued to an AI Client under Section 2.4, 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 the Free trial and the Plus and Max subscription tiers, each account is for a single individual user only. Account sharing is prohibited. Manti may use the approximate location described in our Privacy Policy to detect account sharing. Enterprise accounts include multiple seats as described in Section 3.

1.5 Using Manti for an Organization

If you use the Platform on behalf of your employer or another organization, you represent that you are authorized to accept these Terms on its behalf, and "you" includes that organization. If an administrator of your organization makes the Manti MCP available in a workspace of an AI Client, you still sign in with your own Manti account, and these Terms govern that account.

2. THE PLATFORM

2.1 Description

The Platform consists of (a) Manti Web, a hosted web application at app.mantiai.com, where you manage your account and billing, create and view projects, and use viewers for parts and boards; (b) Manti Desktop, a downloadable desktop application in which a bundled AI agent works with you inside a local project workspace; (c) the Manti MCP, described in Section 2.4; and (d) cloud-based services that support them. Different features within the Platform may process your data in different ways, as described in these Terms and our Privacy Policy.

Manti is an engineering design platform for robotics, electronics, mechanical, embedded, and related hardware work. Manti Web and Manti Desktop use artificial intelligence and machine learning to assist users in designing, developing, and iterating on projects. The Platform provides tools, engines, models, knowledge, and resources to support your design process. Manti Desktop includes a bundled local AI agent that runs on your device. The Manti MCP provides Manti's engines, knowledge, and project storage to an AI assistant that you choose; Manti's servers do not run an AI model for the Manti MCP.

2.2 Beta Status

The Platform is currently in early access. This means: (a) features and functionality may change at any time; (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. Changes to prices are governed by Section 3.3, and changes to these Terms by Section 24.2. If we discontinue a paid plan you are subscribed to, we will refund the unused portion of your current billing period.

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, (b) install and use Manti Desktop on devices that you own or control, and (c) connect an AI Client that you control to the Manti MCP and use the Manti MCP through it, in each case for your personal or internal business purposes during your active subscription period or Free trial, and, for your own content, during the retention period described in Section 5.8. The desktop application is licensed, not sold. The desktop application includes a bundled local AI agent that runs on your device.

2.4 The Manti MCP and AI Clients

The "Manti MCP" (also called Manti for Claude Code and Codex) is a remote service, reached at app.mantiai.com, that follows the Model Context Protocol. It lets an AI assistant that you choose and authorize (an "AI Client") use Manti's engines, Manti's skills, and your Cloud Projects on your behalf. Supported AI Clients currently include Claude Code, the Claude apps through a custom connector, and Codex, including Codex in the ChatGPT app.

(a) Authorization. You connect an AI Client by signing in to Manti and clicking "Allow" on Manti's authorization page. When you click "Allow," you authorize that AI Client to act for you through the Manti MCP until you disconnect it.

(b) Your AI Client acts for you. Everything an AI Client does through the Manti MCP with your authorization is your act, as if you had done it yourself. This includes creating, changing, or deleting projects; uploading files; running engine jobs that use your usage allowance; exporting files; creating or revoking share links; and contributing to the Shared Parts Catalog under Section 5.11. You are responsible for choosing, configuring, instructing, and supervising your AI Client.

(c) Your AI Client is a third party. Your AI Client and its provider (for example, Anthropic or OpenAI) are not operated by Manti and are not Manti's sub-processors or agents. Your agreement with that provider governs what you send to it and what it does, including whether your conversations, which may contain Manti's skills, are retained or used to train its models. Manti is not responsible for your AI Client, its provider, or their outputs, decisions, or availability.

(d) Disconnecting. You can disconnect every connected AI Client at once with Sign out everywhere under Settings → Security. Disconnecting stops new calls; it does not undo actions your AI Client already took or delete your projects.

(e) Tokens. Access tokens issued to your AI Client are credentials. Keep them secret and do not share them. We may revoke a token, or pause your access, if we reasonably believe it is compromised or misused.

(f) Manti's working instructions. The Manti MCP gives your AI Client working instructions and requires it to read the relevant Manti skill before certain engine jobs. Following them causes your AI Client to make additional requests that are counted against your AI Client plan, not your Manti plan.

2.5 Setup Software on Your Computer

Setting up the Manti MCP adds a small amount of configuration to your computer, which your AI Client writes at your request. For Claude Code, this is a Manti plugin served from app.mantiai.com containing a short pointer skill and session hooks. For Codex, it is a pointer skill file, an entry in Codex's hooks file, and a block in Codex's instructions file. When a session of your AI Client starts or compacts its context, these hooks ask the Manti MCP for Manti's current working instructions. They do not contain Manti's skills. You can remove them at any time by uninstalling the plugin or deleting those files and entries.

3. SUBSCRIPTION TIERS AND PRICING

3.1 Subscription Tiers

The Platform is offered under the following plans:

Prices do not include applicable taxes. "GB" means 1,073,741,824 bytes. Usage is described in Section 3.6.

Free trial: $0, no payment method required. Single user account, for individuals only. The Free trial covers the Manti MCP and Manti Web; it does not include Manti Desktop. The Free trial is described in Section 3.5. It is not available for Enterprise accounts.

Plus: $20 per month. Single user account. If you use your full allowance, you may upgrade, use extra usage where your plan offers it (Section 3.2), or wait for your allowance to reset, as described in Section 3.6.

Max: $100 per month, or $200 per month for more usage, with the allowance and storage shown above. Single user account. Credits may be purchased for additional usage beyond the included allowance.

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. Each seat's usage allowance is set by Manti and shown in your account. Credits may be purchased for additional usage beyond the included allowance. There is no free trial for the Enterprise tier. The Enterprise tier may be purchased under a separately executed Order Form.

Manti Desktop: Manti Desktop is available by invitation to approved users. Creating an account does not by itself give access to Manti Desktop. Manti Desktop is used under these same plans (Plus, Max, and Enterprise), and your use of it counts toward your plan's included usage, as shown in your account. Subscription tier and entitlements are validated when Manti Desktop connects to Manti's cloud services.

Credits: Prepaid usage that may be purchased on the plans that offer extra usage, as shown in your account. Credits apply to usage in Manti Desktop and the Manti MCP. Purchased credits are non-refundable and non-transferable, and do not expire while your account is open. They end when your account is closed or deleted.

3.2 Credits and Overages

If your plan offers extra usage and you use your full included allowance, you can buy extra usage (prepaid credits) to keep working, or wait for your allowance to reset. When your extra usage runs out, we ask whether you want to buy more. Extra usage you do not use carries over to later billing periods and does not expire while your account is open. The price is shown before you buy. If you use your full allowance and do not buy extra usage, you may upgrade or wait until your allowance resets.

Automatic reload. You may turn on automatic reload in your account settings. When it is on and your extra usage balance runs low, we automatically charge your saved payment method the amount you chose and add it to your balance as extra usage. This repeats each time your balance runs low until you turn automatic reload off, which you can do at any time in your account settings. By turning on automatic reload, you authorize these charges.

3.3 Pricing Changes

We may change our prices. We will notify you by email no less than seven (7) and no more than thirty (30) days before a price increase for your subscription takes effect, and the notice will tell you how to cancel. Where applicable law requires it, including for consumers in New York, we will either obtain your affirmative consent before charging the increased price, or allow you to cancel within fourteen (14) days after you are first charged the increased price and refund the unused portion of that billing period on a pro-rata basis.

3.4 Model Selection

The Platform may offer you a choice among Manti's own model options in Manti Web and Manti Desktop, as shown in your account; the options available to you depend on your tier. Manti is solely responsible for selecting and routing requests among the underlying third-party AI models and providers that power those options. Users do not select or configure specific upstream AI models or providers, and 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. This Section 3.4 does not apply to the Manti MCP, which does not run AI models.

3.5 Free Trial

The Free trial is available once per person, to an individual located in the United States with a verified email address. It is not available for Enterprise accounts. We determine whether you have already had a Free trial using a keyed one-way code derived from your normalized email address, as described in our Privacy Policy. The Free trial starts when your account creates its first project, whether on Manti Web or through an AI Client; connecting an AI Client does not start it. It ends seven (7) days after it starts. It includes a one-time usage allowance and 10 GB of project storage. Once that allowance is used, no new engine job starts for the rest of the trial, while Manti's skills and your Cloud Projects stay available until the trial ends. The Free trial does not include Manti Desktop. No payment method is required, and the Free trial never converts to a paid subscription automatically. When it ends, Section 5.8 describes what happens to your Cloud Projects. The trial allowance is not a purchased Credit, has no cash value, cannot be transferred, and does not refill. Manti may change who is eligible for the Free trial, and may pause or end the offer, including trials already started, as described in Section 2.2.

3.6 Usage and Allowances

(a) Usage. Your plan includes a usage allowance, shown as a usage bar in your account. Manti measures usage by the compute time Manti's servers spend running your requests and, in Manti Desktop, by the AI model usage of your requests. Your current usage and next reset are shown in your account.

(b) Resets. For Plus and Max, your Manti MCP allowance applies to rolling seven-day weeks that start at 00:00 UTC on the day your subscription began and repeat every seven days, independent of your monthly billing date. Manti Desktop's AI usage allowance resets with each monthly billing period. Unused allowance does not carry over.

(c) When your allowance reaches zero. When your allowance reaches zero, new work that uses it waits until your allowance resets, unless you have extra usage available under Section 3.2. The Free trial's allowance does not reset (Section 3.5). A job that is already running is not stopped because your allowance reached zero, and engine time used after your allowance reaches zero is not charged.

(d) Long-running jobs. Manti may stop a job that runs too long.

3.7 Fair-Use Limits

To keep the Platform available to everyone, every plan is also subject to fair-use limits. Manti may limit requests per minute and per day, skill reads, the size of each upload, and the total storage used by all your projects. The current limits and your usage are shown in your account. We may change these limits to protect the Platform; we will not reduce them in a way that materially reduces the value of your plan without notice under Section 24.2.

3.8 Changing Plans

You may change your plan as described in your account. If you upgrade to a higher plan, you are charged the full price of the new plan when you upgrade, a new monthly billing period starts that day, and your usage allowance resets to the new plan's amount. Any unused value of your previous plan for the billing period in which you upgrade is added to your account as extra-usage credit, which you can use after your new allowance is used up and which does not expire while your account is open.

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 Automatic Renewal

PAID SUBSCRIPTIONS RENEW AUTOMATICALLY EVERY MONTH AT THE PRICE IN EFFECT FOR YOUR PLAN, AND WE CHARGE YOUR PAYMENT METHOD ON FILE AT EACH RENEWAL, UNTIL YOU CANCEL. Before you subscribe, we show you the price, that the subscription renews monthly until you cancel, the allowance included, how to cancel, and how to contact us, and we ask you to agree to the automatic renewal separately. After you subscribe, we email you a confirmation of these terms. Once a year, we email you a reminder of your plan, its price and billing frequency, and how to cancel.

4.3 Cancellation and Refunds

You may cancel your subscription at any time online under Settings → Billing on Manti Web or Settings → Account in Manti Desktop, in one step and without giving a reason. If you cancel, you will not be charged again, and you will retain access to your plan until the end of your current billing period. After you cancel, we email you a confirmation of your cancellation. Except as required by applicable law or as expressly provided in these Terms (including Sections 2.2, 3.3, and 22.3), no refunds or credits will be provided for partial billing periods. Plan upgrades are described in Section 3.8.

4.4 Taxes

Prices do not include taxes. You are responsible for all applicable taxes associated with your use of the Platform, excluding taxes based on Manti's net income. Where we are required to collect sales or similar taxes, we calculate them from the address you provide and show them before you pay.

4.5 Promotions

Manti may offer promotional pricing, coupons, or other offers from time to time. The terms of an offer are shown when it is offered.

4.6 Failed Payments

If a payment fails, Stripe may retry it. While a payment is past due, access to Manti's skills and new engine jobs is paused; it resumes as soon as the payment succeeds. Your Cloud Projects remain available to you as described in Section 5.8. If the payment is not made, your plan ends and Section 22.4 applies.

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 AI agent in Manti Desktop's project workspace, and the Manti MCP. Your Content includes content that an AI Client submits for you, such as uploaded files, commands, and the notes your AI Client attaches to project changes. "Outputs" means all content, designs, predictions, responses, results, models, and other materials generated by the Platform based on Your Content, including the results of Manti's engines (such as design-rule and electrical checks, reviews, placements, routings, simulations, part, stock, and price information, previews, and manufacturing files such as Gerber, drill, bill-of-materials, pick-and-place, STEP, and STL files). "Cloud Projects" means projects stored on Manti's servers under Section 5.8. Files you export from Manti may carry a short technical stamp identifying the part, the Manti engine version, and a code specific to your project.

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 Sections 5.5 and 5.8 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 the Free Trial and the Plus and Max Tiers

IMPORTANT:

If you are using the Free trial or are subscribed to the Plus or Max 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) the prompts and other content you submit to the AI agent in Manti Desktop, and chat content you submitted through the chat formerly offered in Manti Web or Manti Desktop, 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 no-charge Free trial and the lower pricing of these tiers reflect the value we receive from this training data license.

Manti MCP. If you are using the Free trial or are subscribed to the Plus or Max tier, the license in this Section 5.3 also applies to the requests your AI Client sends to the Manti MCP, files you upload, and your Cloud Projects (excluding personal information such as name and email address), and Manti may use them to train and improve its AI models. This applies to content you send to the Manti MCP after you accept these Terms; content sent to the Manti MCP before then is not used for training. Content that Enterprise accounts send to the Manti MCP is never used for training.

Project workspace content that remains stored only on your device and is not transmitted to Manti is not subject to this license. On the Plus and Max tiers, Manti Desktop transmits certain project workspace content to Manti as described in Section 5.5, including project files, agent session records, and related artifacts. Content so transmitted is treated as content submitted to Manti's cloud services and is subject to this license.

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.

Content submitted during the Free trial or on the Plus and Max tiers is not treated as confidential and is not subject to the confidentiality protections described in Section 5.4 (Enterprise Tier Data Protection). Manti may access such content to provide, operate, and improve the Platform and for the purposes described above. If you require confidential treatment where your content is not accessed for these purposes or used to train our AI models, the Enterprise tier is available as described in Section 5.4.

5.4 Enterprise Tier Data Protection

Enterprise accounts can use both Manti Desktop and the Manti MCP. We recommend Manti Desktop for your most sensitive work, because its project files stay on your own computers. The Manti MCP stores your projects on Manti's cloud servers. You may use either.

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) Manti does not collect or keep project content created or stored locally on your device through Manti Desktop's project workspace, and does not use it for training. It leaves your device only as needed to provide a feature you use: AI model calls made by the agent pass through Manti's relay to the model provider and are not retained by Manti; dictation and recordings are transcribed in Manti's cloud unless you choose to transcribe on your computer, and the audio is not kept; and component part numbers the agent looks up are sent to Manti to retrieve supplier information, and nothing from those lookups is added to the Shared Parts Catalog.

(c) Your Content transmitted to our cloud services, including your Cloud Projects in the Manti MCP, is treated as confidential; is stored on Manti's cloud servers in the United States, separated from other accounts; is encrypted in transit and at rest; is not accessed by Manti personnel except as necessary to provide the requested services or as required by law; is never added to the Shared Parts Catalog; and is 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 on your computer. Project files are created and stored on your own device, and you retain direct access to them at all times. AI model calls made by the agent are relayed through Manti's services for routing and billing and then sent to our upstream AI providers.

On the Plus and Max tiers, Manti Desktop also collects certain project workspace data and transmits it to Manti, including: (a) agent session records (the conversation sent to the model, the model's responses, tool calls and their results, terminal commands and output, images shown to the model, recordings and sketches you send to the agent (including their screen video, pointer data, and transcript), and error and crash information); (b) files in the project folder that the agent or you create or change while the project is open in Manti Desktop, captured with their version history, including the notes the agent keeps in the project about your preferences, which quote what you told it; (c) engineering artifacts such as simulation results, CAD parts, and firmware outputs; and (d) the contents of the project's .manti folder, which holds the agent's working state: its conversation and task databases, its local memory database, logs, the local audit log, pictures the agent captured of the workspace, files attached to your messages, and a project settings file that includes the project's name and your computer's name. Manti keeps the copy of the local audit log that it receives this way. This data is used for the purposes described in Section 5.3, including diagnosing and fixing defects, improving the Platform, and training our AI models. Manti Desktop keeps a record on your device of each object it has uploaded, which you can see in Settings → Privacy for the projects you have open; that record does not include the copies of AI model calls that Manti's relay keeps as they pass through it. Before transmission, Manti removes credentials and secrets (such as API keys and tokens) from collected project data. Text inside a picture cannot be removed this way. You should still avoid keeping credentials in project files. You are responsible for ensuring that you have all rights necessary to permit this collection, including where project workspace content contains information belonging to your employer, your clients, or other third parties.

Enterprise tier accounts are excluded from this collection: no project workspace content is collected from those accounts, and this exclusion is enforced on our servers. For Enterprise data protection, see Section 5.4.

5.6 No Mixing of Data Between Accounts

You cannot move Your Content from one account to another. Sharing through share links (Section 5.10) and the Shared Parts Catalog (Section 5.11) is governed by those Sections. 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.

5.8 Cloud Projects

(a) What is stored. Projects you create on Manti Web or through the Manti MCP are stored on Manti's servers, not on your device. A Cloud Project includes its files, revisions, job results, exports, previews, and the notes your AI Client attaches to changes (the first 200 characters of each note are shown in the project's history). Cloud Projects are stored with Google Cloud in the United States, and each account's projects and jobs are separated from other accounts' by operating-system user and directory permissions, on servers that run under a sandboxed kernel. We store, copy, process, convert, run engines on, render, and back up Cloud Projects to provide the Platform.

(b) While your plan is active. While you have an active paid plan or the Free trial, you can open, export, and delete your Cloud Projects at any time.

(c) When your plan or trial ends. When your paid plan or the Free trial ends, access to Manti's skills and new engine jobs stops at once. Your projects, job results, share links, and downloads of files already made remain available to you for thirty-one (31) days. After that period, access is refused and your Cloud Projects are deleted. We email you reminders before deletion.

(d) Backups. We take daily backups of Cloud Projects and keep each backup for no more than seven (7) days, after which it expires.

(e) Deleting your account. If you delete your account, we delete your Cloud Projects as described in our Privacy Policy.

5.9 License to Operate the Platform

You grant Manti a worldwide, non-exclusive, royalty-free license to host, copy, process, convert, run engines on, render, display, back up, and transmit Your Content and Outputs for as long as they are stored on the Platform, solely to provide the Platform to you and to anyone you share them with under Section 5.10, to keep the Platform secure, and to comply with law. This license ends when the content is deleted from the Platform, except for copies in backups until those backups expire. This license is in addition to, and does not limit, any license you grant under Sections 5.3 and 5.11.

5.10 Share Links

You may create a share link to a project, part, or board. Anyone who has a share link can view what it points to, without a Manti account. Only create a share link for content you have the right to share publicly. Do not create a share link for export-controlled technical data (see Section 14), for confidential information of others, or for personal information of others. A share link expires after the period you choose when you create it (1, 7, or 30 days), and earlier if you revoke it or your access to the project ends. Viewing and download addresses issued through a share link expire after a short time. Revoking a link does not recall copies someone already made.

5.11 Shared Parts Catalog

(a) What it is. When a job you run through the Manti MCP converts a component file you uploaded into a footprint land, Manti offers that land to a shared catalog (the "Shared Parts Catalog") that the jobs of all Manti MCP users may read. Lands in the Shared Parts Catalog are identified by the component's part number, are shown to other users as "supplied by" a number of accounts and "unverified," and never name you or your project. We keep only a keyed one-way code for each contributing account, to count how many accounts supplied the same land.

(b) Who contributes. Accounts on the Free trial and on the Plus and Max tiers contribute lands. Contribution cannot be turned off on those plans. Enterprise accounts never contribute.

(c) License. You grant Manti a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to reproduce, adapt, store, and make available to other users of the Platform each land contributed from your account, and you represent that you have the right to grant this license for the component files you upload.

(d) Unverified. Lands in the Shared Parts Catalog are supplied by users and are not verified by Manti. Check each land against the manufacturer's datasheet before you rely on it. Manti may remove any land from the Shared Parts Catalog at any time. To ask us to remove an entry from the Shared Parts Catalog, contact support@mantiai.com.

(e) Manti Desktop. On the Plus and Max tiers, Manti Desktop adds supplier listings and the supplier files it retrieves for the parts your agent looks up (datasheet, footprint, 3D model) to the Shared Parts Catalog, as described in our Privacy Policy. These are suppliers' materials, not Your Content, and the license in (c) does not apply to them. On every tier, Manti Desktop sends the LCSC part numbers your agent looks up through its JLC parts tool to Manti, which uses them to retrieve supplier information. For Enterprise accounts, nothing from these lookups is added to the Shared Parts Catalog.

5.12 Keep Your Own Copies

The Platform is not a backup or archive service. Although we keep short-term backups, data can be lost, corrupted, or made temporarily unavailable. Export and keep your own copies of Cloud Projects and Outputs that matter to you.

5.13 Recording Other People

When you use dictation or recording in Manti Desktop, your microphone may pick up other people. Before you record, let anyone nearby who may be heard know that you are recording. Do not use Manti to record anyone without their knowledge or consent where the law requires it. You are responsible for giving any notice and obtaining any consent the law requires. If someone tells us that a recording captured them without their consent, we may delete it.

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), Section 5.4 (Enterprise data protection), Section 5.9 (license to operate), and Section 5.11 (Shared Parts Catalog); and (b) Manti's pre-existing intellectual property in the Platform, models, algorithms, software, system prompts, skills, 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 and Engine-Generated Content

You acknowledge that Outputs are generated in whole or in part by artificial intelligence or by automated engines, 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. You may download your Cloud Projects at any time while your plan or trial is active and during the thirty-one (31) day period described in Section 5.8(c).

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, or any right you have under the license of an open-source component described in Section 9.4.

(e) Copy, modify, create derivative works of, or distribute the Platform or any portion thereof, except as permitted by the license of an open-source component described in Section 9.4;

(f) Run automated benchmarking or load testing against the Platform at a volume that exceeds the limits in Section 3.7 or that interferes with the Platform. Nothing in these Terms restricts your right to publish an honest review, performance assessment, or similar analysis of the Platform;

(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 access tokens 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).

(m) Design, develop, or create chemical, biological, radiological, or nuclear weapons, agents, or materials, or any delivery, dispersal, or enabling system for them;

(n) Design, develop, or deploy any product, component, or system for use in a safety-critical or life-sustaining application (including medical devices, aviation, automotive or autonomous-vehicle systems, industrial machinery, or critical infrastructure) without the independent professional engineering review, validation, and testing described in Section 12;

(o) Design, develop, or create devices, systems, or technologies intended for torture, unlawful restraint, cruel or inhuman treatment, or the suppression of internationally recognized human rights;

(p) Design, develop, or use any device or system to stalk, harass, threaten, or track a specific individual without their knowledge or lawful authority;

(q) Design, develop, or use any product or system intended to disable, defeat, bypass, or circumvent the safety mechanisms, regulatory controls, emissions controls, or required certifications of any other product, system, or vehicle;

(r) Create, generate, or facilitate any content or system that sexualizes, endangers, exploits, or abuses minors, or that constitutes child sexual abuse material;

(s) Develop, generate, or distribute malware, ransomware, spyware, viruses, exploits, or any other malicious code, or any tool designed to gain unauthorized access to, damage, disrupt, or disable any computer system, network, or data;

(t) Engage in fraud, deception, or impersonation, including using Outputs to defraud, mislead, or impersonate any person or entity;

(u) Generate or facilitate content or systems that harass, threaten, defame, or promote or incite violence, hatred, or discrimination against any individual or group;

(v) Generate or distribute spam, or otherwise abuse, overload, or interfere with the integrity or performance of the Platform or its infrastructure;

(w) Resell, sublicense, rent, lease, time-share, or otherwise provide the Platform, or access to it, to any third party, or operate the Platform as a service bureau, except as expressly permitted under an Enterprise subscription or a separately executed written agreement;

(x) Represent or hold out any Output as human-created, professionally certified, or independently validated when it is not, or otherwise misrepresent the nature, source, or reviewed status of any Output;

(y) Copy Manti's skills in bulk, publish, redistribute, sell, or sublicense them, or use them to train, fine-tune, evaluate, or distill any AI model;

(z) Remove, alter, or obscure the ownership line or the identifying marks in Manti's skills;

(aa) Get around the limits of your plan by using more than one account, sharing access tokens, or automating sign-ups or trials;

(bb) Upload to Manti's servers, or share through a share link, technical data controlled under the International Traffic in Arms Regulations, or technology or software that requires an export license for any destination under the Export Administration Regulations;

(cc) Design, develop, or test any tool or system intended to attack, disable, or disrupt power, water, medical, communications, transportation, or other critical infrastructure.

Using the Manti MCP through an AI Client that you authorized under Section 2.4, within the limits in Section 3.7, is not automated or programmatic interrogation under subsection (d)(iii), automated benchmarking under subsection (f), or account sharing under subsection (j).

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, engines, skills, 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.

9.3 Manti's Skills

Manti's skills are Manti's copyrighted and confidential engineering knowledge. They are licensed, not sold. While you have an active paid plan or a running Free trial, Manti grants you a limited, non-exclusive, non-transferable, revocable license to have your AI Client read Manti's skills, solely to work on your own projects. This license ends the moment your plan or trial ends, including when a payment fails, even if copies remain in your AI Client's history. Each copy of a skill carries an ownership line and marks that identify the account it was served to. If your AI Client's provider allows your conversations to be used to train its models, Manti's skills in those conversations remain Manti's property and may not be used to train any model.

9.4 Open-Source Components

Some components of the Platform, including engines that run on Manti's servers and components included in Manti Desktop, are open-source software licensed under their own licenses, which are listed at mantiai.com/legal/open-source. Nothing in these Terms limits your rights under those licenses with respect to those components. Where a license requires it, you may modify such a component for your own use and reverse engineer it to debug your modifications.

10. COPYRIGHT POLICY (DMCA)

Manti respects the intellectual property rights of others and responds to notices of claimed infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512.

(a) Designated agent. Send notices of claimed infringement to Manti's designated agent: Copyright Agent, Manti, Inc., 2041 East St, PMB 1063, Concord, CA 94520; telephone (415) 484-5183; email support@mantiai.com. Manti's designated agent is registered with the U.S. Copyright Office (DMCA-1070259).

(b) Notice. A notice must include: your physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and information reasonably sufficient to locate it, such as a share link; your contact information; a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner.

(c) Counter-notice. If we remove or disable access to your content, we will notify you. You may send a counter-notice to the designated agent with your physical or electronic signature; identification of the material and its location before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification; your name, address, and telephone number; and your consent to the jurisdiction of the federal district court for your address and to accept service from the person who sent the notice. Unless that person tells us that they have filed a court action, we will restore the material in not less than ten (10) and not more than fourteen (14) business days after we receive the counter-notice.

(d) Repeat infringers. We terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

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 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;

(f) Choosing, configuring, and supervising any AI Client you connect to the Manti MCP, and complying with its provider's terms and usage policies;

(g) Reviewing your fabricator's or assembler's own file preview and design-for-manufacturing checks before you place an order, including the position, rotation, and polarity of every part;

(h) If you design medical devices, determining whether and how to validate the Platform for use in your quality management system, and maintaining your own design records; and

(i) Obtaining any radio-frequency, electrical-safety, electromagnetic-compatibility, or other certification or authorization your product requires.

12. ACCURACY OF OUTPUTS, INDEPENDENT VALIDATION, AND PHYSICAL IMPLEMENTATION

12.1 Outputs May Be Inaccurate

The Platform uses artificial intelligence and automated engines to generate Outputs, and when you use the Manti MCP, an AI Client that you choose directs those engines. 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 generated by artificial intelligence or automated engines 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, or for the cost of any fabrication, assembly, or component order, or any resulting scrap, rework, or delay, 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, manufacturability, or regulatory requirements; or (c) any reliance on Outputs without the independent professional validation required by Section 12.2.

12.5 Engine Results and Manufacturing Files

Engine results can be wrong or incomplete even when a check passes or a design is marked ready. A passing design-rule check, review, or readiness check does not mean a design is correct, safe, or manufacturable. Manufacturing files may not match the conventions of your fabricator or assembler. Manti does not place orders with fabricators, assemblers, or suppliers for you; any order you place is between you and that third party, under its terms.

12.6 Not Engineering Services

Manti is not an engineering firm and does not provide engineering services. Manti does not seal, stamp, or certify any design, and no professional relationship is created between you and Manti. No description of the Platform, including descriptions of what it can do, means that Manti or any part of the Platform is a licensed professional.

12.7 Medical Devices

The Platform is not a medical device and is not validated for use in any manufacturer's quality management system. If you use the Platform in the design of a medical device, you are responsible for any validation, design controls, and records that apply to you.

12.8 Third-Party Information

Part, stock, price, and availability information, datasheets that Manti's engines retrieve from manufacturers' websites, and lands in the Shared Parts Catalog come from third parties or other users. They may be wrong, incomplete, or out of date; prices and stock figures are dated estimates. Datasheets and other third-party materials remain the property of their owners and are subject to their terms.

13. THIRD PARTIES

13.1 Upstream Providers

Manti Web and Manti Desktop route certain requests to third-party artificial intelligence providers and other third-party service providers ("Upstream Providers"). AI model providers that Manti uses or may use include Anthropic, Google (Gemini), OpenAI, xAI (Grok), Fireworks AI, Novita AI, and OpenRouter. A current list of significant Upstream Providers is included in our Privacy Policy and Sub-processor List. The Manti MCP does not route requests to Upstream Providers of AI models.

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. This includes the terms of the providers that host the Platform's infrastructure, which prohibit using their services for activities where the use or failure of the services could reasonably be expected to lead to death, personal injury, or environmental or property damage.

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 (Accuracy of Outputs).

13.5 Your AI Client

Section 2.4 governs your AI Client. When you use the Manti MCP, you must also comply with the terms and usage policies of your AI Client's provider. Manti content that your AI Client receives, including Manti's skills, remains subject to these Terms.

13.6 Fabricators, Suppliers, and Other Websites

The Platform may help you prepare files for, link to, or show information from fabricators, assemblers, component suppliers, and other third-party websites. Manti is not responsible for those third parties, their websites, their prices, or their products and services.

14. EXPORT CONTROLS AND SANCTIONS

14.1 Export Controls

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. Manti's cloud services, including Cloud Projects and share links, are not designed for export-controlled technical data: Manti's servers decrypt and process the content you store there, and Manti does not restrict access to that content to U.S. persons. You must not upload to Manti's servers, or share through a share link, any content described in Section 8(bb).

14.2 Sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; that you are not identified on, or owned or controlled by a party identified on, any U.S. government restricted-party list; and that you will not use the Platform on behalf of any such person. We may block access or terminate your account to comply with sanctions or export laws.

15. SECURITY

15.1 Cloud Services

Manti's cloud services use encryption in transit (TLS 1.2 or higher), encryption at rest (AES-256), separation between accounts, audit logging, vulnerability scanning, and incident response procedures.

15.2 Desktop Application

Manti Desktop installers and updates are cryptographically signed and verified before installation. On macOS, Manti Desktop stores your sign-in tokens in the macOS Keychain. 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.

15.4 The Manti MCP

AI Clients connect to the Manti MCP using OAuth authorization, and each account's Cloud Projects and engine jobs are separated from other accounts' by operating-system user and directory permissions, on servers that run under a sandboxed kernel. Manti's engines reach the internet only through an allowlist, for example to retrieve component datasheets from approved manufacturers' websites.

16. DISCLAIMERS

THE PLATFORM, OUTPUTS, MANTI'S SKILLS, THE SHARED PARTS CATALOG, 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; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (E) YOUR CONTENT WILL NOT BE LOST.

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; (f) your violation of any Upstream Provider's terms as referenced in Section 13; (g) the actions of any AI Client you authorized under Section 2.4; and (h) content you share through a share link or contribute to the Shared Parts Catalog.

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 Plus or Max 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. A notice of dispute must include your name, your account email address, a description of the dispute, and the relief you seek. Manti will send any notice of dispute to you at your account email address.

19.2 Binding Arbitration (Free Trial, Plus, and Max)

For Free trial users and Plus and Max tier customers: any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (except for claims that may be brought in small claims court and the matters described in Sections 19.5 and 19.8) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules and, where they apply, its Mass Arbitration Supplementary Rules, in each case as in effect when the arbitration is filed. Manti will pay the filing, administrative, and arbitrator fees that the AAA's rules assign to the business.

19.3 Class Action Waiver (Free Trial, Plus, and Max)

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, EXCEPT AS PROVIDED IN SECTION 19.8.

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 (Free Trial, Plus, and Max)

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. You may also opt out of any change we make to this Section 19 by sending written notice within thirty (30) days after we notify you of the change. A change to this Section 19 does not apply to any dispute of which either party had notice before the change took effect.

19.7 Mass Arbitration

If the AAA's Mass Arbitration Supplementary Rules apply to a group of demands for arbitration that raise substantially similar claims, those rules govern the administration of the demands, and the parties agree to cooperate in good faith to resolve the demands efficiently, including through the procedures those rules provide.

19.8 Public Injunctive Relief

A claim for public injunctive relief under California law will be decided by a court of competent jurisdiction after the individual arbitration of all other claims has concluded, and that claim is stayed until then. If any part of this Section 19.8 is found unenforceable, it is severed and the rest of this Section 19 remains in effect.

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), (l) (Anti-Circumvention and Unauthorized Access), (y) (Bulk Copying of Skills), or (z) (Removal of Ownership Marks), 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), (l), (y), and (z) 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 and 1202).

(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

On the Plus and Max tiers, Manti Desktop transmits the project workspace data described in Section 5.5 and in our Privacy Policy. Manti Desktop also sends Manti a limited set of product usage events tied to your account, such as signing in, the local agent becoming ready, and a task starting or finishing, together with the application version and your operating system, so that we can understand how the Platform is used and fix problems; these events do not include your prompts, project content, or file names. Crash and error reports, including your operating system's crash reports for Manti Desktop, are sent only if you turn them on in Manti Desktop's privacy settings. Manti Desktop does not transmit third-party usage analytics or advertising identifiers. When Manti Desktop relays an AI model call through Manti's services, Manti infers an approximate location (country and city) from the connecting network address and keeps that inference for a limited time, as described in our Privacy Policy; the address itself is not stored. For Enterprise tier accounts, Manti Desktop does not collect project workspace content; AI model calls, voice input, and component part-number lookups are transmitted only to provide those features.

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.

21.4 Records of Manti MCP Use

Manti keeps a record of each request your AI Client makes to the Manti MCP, each download, and each engine job, including the tool used, the outcome, timing, data size, and engine time, to meter your plan, enforce limits, secure the Platform, and support you, as described in our Privacy Policy.

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 Plus and Max tier customers, we will provide at least seven (7) days notice and refund the unused portion of your current billing period. 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. The Free trial may be paused or ended as described in Section 3.5.

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; (e) local content stored on your device through Manti Desktop remains under your control and will not be remotely deleted by Manti; and (f) for the Manti MCP, access to Manti's skills and engines ends at once, and your Cloud Projects are handled as described in Section 5.8, unless we terminated your account for a violation of Section 8, in which case we may delete them sooner.

22.5 Survival

Sections 5.3, 5.9 (until the content is deleted), 5.11(c), 6, 8, 9, 12, 13.4, 16, 17, 18, 19, 20, 22.4, 23, and 24, and any other provision that by its nature should survive, survive the termination of these Terms or your account.

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. This choice of law does not deprive you of the protection of any law of your state of residence that cannot be waived by contract.

24. GENERAL PROVISIONS

24.1 Entire Agreement

These Terms, together with our Privacy Policy and any separately executed written agreement between you and Manti, constitute the entire agreement between you and Manti regarding the Platform. If a separately executed Order Form or other written agreement conflicts with these Terms, that agreement controls.

24.2 Modifications

For Free trial users and Plus and Max tier customers: Manti may revise and update these Terms, for example to reflect changes in the Platform or its features, our pricing, or applicable law. We will tell you about material changes by email and in the Platform at least thirty (30) days before they take effect, except for changes required by law or needed to address security, which may take effect sooner. If a change materially affects your rights, we will ask you to accept the updated Terms before your next sign-in, connection of an AI Client, or purchase, and if you do not accept them, you must stop using the Platform. Other updated Terms take effect on the date stated in the notice. A change that expands how we use content you have already provided to us applies to that content only with your express consent. Changes to Section 19 are governed by Section 19.6. Price increases are subject to the notice described in Section 3.3. If we make changes that materially affect how we use your personal information, we will provide additional notice, as described in our Privacy Policy.

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.

24.8 Electronic Communications

You agree that we may provide notices, disclosures, receipts, and other communications to you electronically, by email to the address on your account and in the Platform, and that these satisfy any requirement that they be in writing. To receive them, you need a current web browser and an email account. You may withdraw this consent by closing your account. Keep your email address current.

24.9 Relationship of the Parties

You and Manti are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Manti.

24.10 Interpretation

Headings are for convenience only and do not affect the meaning of these Terms. "Including" means "including without limitation."

25. CONTACT INFORMATION

Manti, Inc.

Postal address: 2041 East St, PMB 1063, Concord, CA 94520

Email: legal@mantiai.com

Support: support@mantiai.com

Copyright agent: see Section 10

By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.