Manifast AI – Terms of Service

Effective Date: January 1, 2026

These Terms of Service ("Terms") form a binding agreement between Manifast AI LLC, a New York limited liability company ("Manifast," "we," "us," or "our"), and the entity or individual accepting these Terms ("Customer," "you," or "your"). By creating an account, accessing, or using the Manifast AI platform (the "Service"), you agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

⚠ IMPORTANT – PLEASE READ CAREFULLY. These Terms contain provisions that materially limit Manifast's liability, including: Section 4.4 (all sales final, no refunds); Section 5(d) and (f) (no deepfakes, no jailbreaking); Section 6.3 (Generated Output provided as-is, no warranty of originality); Section 11 (liability capped at 3 months of fees or $1,000); Section 12.1 & 12.2 (Customer indemnifies Manifast; Manifast does not indemnify Customer for Generated Output); Section 12.5 (broad release of claims); Section 14 (binding arbitration, class action waiver).

1. Definitions

• "Account" means a Manifast account created for an Authorized User.
• "Administrator" means a Customer representative with elevated permissions to manage the Customer's workspace, including Manifast-controlled administrator accounts operated by Manifast personnel.
• "Authorized User" means an employee, contractor, or agent of Customer permitted to use the Service.
• "Customer Content" means any text, images, prompts, references, design assets, brand materials, and other data that Customer or its Authorized Users upload, submit, or input into the Service.
• "Generated Output" means images, vectors, patterns, text, or other outputs produced by the Service in response to Customer Content.
• "Service Data" means metadata, usage logs, telemetry, prompt history, session behavior, error logs, and other operational data generated through use of the Service.
• "Subscription" means a paid seat-based subscription to the Service.

2. The Service

Manifast provides a business-to-business SaaS platform that uses generative AI to assist apparel and fashion brand teams with design, restyling, vectorization, pattern generation, and related workflows. The Service incorporates third-party AI models including Google Gemini, Google Veo, Anthropic Claude, OpenRouter, Fal.ai, Supabase, and n8n. Manifast may add, modify, substitute, or remove features, workflows, models, and providers at any time without notice.

3. Accounts, Seats, and Authorized Users

3.1 Registration

Customer must provide accurate, current, and complete information during registration. Customer is responsible for all activity conducted under its Account and for maintaining the confidentiality of credentials.

3.2 Seat-Based Access

Access to the Service is licensed on a per-seat basis. Each seat is assigned to a single named Authorized User and may not be shared. Customer may reassign seats between individuals no more frequently than once every thirty (30) days.

3.3 Administrator Accounts

Manifast maintains internal administrator accounts used by Manifast personnel for support, operations, abuse detection, and the purposes described in Section 7.

3.4 Eligibility

The Service is intended for business use by organizations. You represent that you are at least eighteen (18) years old and legally able to enter into this agreement.

4. Subscription, Credits, Fees, and Payment

4.1 Plans

The Service is offered on a seat-based subscription, credit-based model, or hybrid, as set forth in the applicable order form or plan selected at checkout. Fees are in U.S. dollars and exclusive of taxes unless otherwise stated.

4.2 Credits

• (a) Credits are consumed upon the successful initiation of an AI generation request.
• (b) Credits are licensed, not sold, and confer no ownership, stored-value, or monetary rights.
• (c) Credits have no cash value, are non-transferable, non-exchangeable, and non-redeemable for cash.
• (d) Credits expire at the end of the billing period in which they are issued unless otherwise stated.
• (e) In the event of a technical failure where an asset is not delivered, Manifast may, in its sole discretion, restore the consumed credits. Such restoration is Customer's sole and exclusive remedy for failed generations.

4.3 Billing and Auto-Renewal

Subscriptions are billed in advance on a recurring basis and renew automatically at the end of each billing cycle at then-current rates unless cancelled before renewal.

4.4 No Refunds – All Sales Final

DUE TO THE HIGH COMPUTATIONAL COSTS OF AI GENERATION, ALL SALES ARE FINAL. Manifast does not offer refunds for:

• (a) credits that have been purchased, consumed, issued, or expired;
• (b) partial or unused subscription periods;
• (c) generations that produce unsatisfactory, unexpected, low-quality, or infringing outputs;
• (d) downtime or performance degradation of third-party providers;
• (e) changes in features, models, workflows, or pricing during the subscription term; or
• (f) termination of Customer's subscription for cause.

4.5 Cancellation

Customer may cancel its subscription at any time. Cancellation stops future renewals; Customer retains access through the end of the then-current billing cycle. No prorated refunds will be issued.

4.6 Price Changes

Manifast may change fees upon thirty (30) days' prior notice, effective at the start of the next renewal term.

4.7 Taxes

Customer is responsible for all sales, use, VAT, GST, and similar taxes.

4.8 Late Payment

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Acceptable Use

Customer and its Authorized Users will not:

• (a) use the Service in violation of any law or regulation;
• (b) upload Customer Content that infringes the rights of any third party;
• (c) upload content depicting minors in inappropriate contexts, non-consensual intimate imagery, or content promoting violence, hate, or illegal activity;
• (d) generate, create, or distribute "deepfakes," synthetic likenesses, or non-consensual imagery of any real, identifiable individual;
• (e) use the Service to generate counterfeit goods or unauthorized reproductions of protected designs;
• (f) attempt to "jailbreak," bypass safety filters, or manipulate underlying AI models;
• (g) reverse engineer, decompile, or attempt to extract source code, model weights, or underlying algorithms;
• (h) circumvent rate limits, credit limits, or other technical restrictions;
• (i) use Generated Output to train, fine-tune, or develop competing AI models;
• (j) resell, sublicense, rent, or provide the Service to third parties outside of Customer's organization.

5.1 Customer IP Clearance Obligations

Customer is solely responsible for:

• (a) ensuring that Customer Content does not infringe any third-party intellectual property right;
• (b) obtaining all licenses, releases, permissions, and consents necessary for Customer Content;
• (c) conducting its own intellectual property clearance, trademark searches, and design-patent searches on Generated Output before any commercial use; and
• (d) all legal, regulatory, labeling, safety, and compliance requirements applicable to products Customer manufactures or sells using Generated Output.

Manifast performs no IP clearance or originality verification on Customer Content or Generated Output.

6. Intellectual Property

6.1 Manifast IP

The Service, including its software, user interface, workflows, prompts, documentation, and trademarks, is owned by Manifast and its licensors. No rights are transferred to Customer except the limited license granted herein.

6.2 Customer Content

Customer retains all right, title, and interest in Customer Content. Customer grants Manifast a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, modify, transmit, and process Customer Content to operate and provide the Service.

6.3 Generated Output

Subject to Customer's compliance and payment of fees, Manifast assigns to Customer all right, title, and interest that Manifast may have in Generated Output. Customer expressly acknowledges and assumes all risk that:

• (a) Generated Output may not be copyrightable, patentable, or otherwise protectable under applicable law;
• (b) Manifast makes no warranty that Generated Output is original, non-infringing, or suitable for commercial use;
• (c) Generated Output may resemble existing works due to the nature of generative AI training data; and
• (d) Customer bears 100% of the legal, financial, and regulatory risk arising from Customer's use, publication, manufacturing, or sale of Generated Output. Manifast has no liability and no indemnification obligation with respect to Generated Output.

6.4 License to Customer

Manifast grants Customer a non-exclusive, non-transferable, revocable license during the subscription term to access and use the Service for Customer's internal business purposes.

6.5 Feedback

Any suggestions or feedback Customer provides may be used by Manifast without obligation or compensation.

7. Data Use Rights

Customer acknowledges and agrees that Manifast may access, process, and use Customer Content, Generated Output, and Service Data for the following purposes:

• (a) Operation and Delivery: providing, maintaining, and securing the Service;
• (b) Support and Troubleshooting: Manifast Administrators may view prompts, uploads, outputs, and session activity to diagnose issues and investigate suspected misuse;
• (c) Service Improvement: analyzing aggregated and de-identified usage patterns to improve features and workflows;
• (d) Analytics and Reporting: generating internal dashboards and performance metrics;
• (e) Model Refinement: using aggregated, de-identified Customer Content to fine-tune internal prompt templates;
• (f) Promotional Use: using identifiable Customer Content in marketing materials only with Customer's prior written consent; and
• (g) Legal and Safety: complying with legal obligations and detecting fraud or abuse.

8. Third-Party Services

The Service integrates third-party providers including AI model providers and infrastructure vendors. Manifast does not control third-party providers and is not responsible for their acts, omissions, outages, or changes.

9. Confidentiality

Each party will protect the other's Confidential Information with reasonable care. This Section survives termination for three (3) years.

10. Warranties and Disclaimers

10.1 Manifast Warranty

Manifast warrants that the Service will perform materially as described in its documentation during the subscription term.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE AND GENERATED OUTPUT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." MANIFAST DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION.

MANIFAST SPECIFICALLY DISCLAIMS THAT: (a) GENERATED OUTPUT WILL BE ORIGINAL, NON-INFRINGING, OR SUITABLE FOR COMMERCIAL USE; (b) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; OR (c) THIRD-PARTY AI PROVIDERS WILL PRODUCE PARTICULAR RESULTS OR REMAIN AVAILABLE.

CUSTOMER ACKNOWLEDGES THAT GENERATIVE AI IS A DEVELOPING TECHNOLOGY WITH INHERENT LIMITATIONS, INCLUDING THE POTENTIAL TO PRODUCE OUTPUTS THAT INFRINGE THIRD-PARTY RIGHTS OR ARE UNSUITABLE FOR CUSTOMER'S USE CASE. CUSTOMER ASSUMES ALL RISK ARISING FROM GENERATED OUTPUT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• (a) IN NO EVENT WILL MANIFAST BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
• (b) MANIFAST'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE LESSER OF (i) FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000).
• (c) These limitations do not limit Customer's payment obligations, indemnification obligations, or liability for breach of Sections 5, 6.1, or 9.

12. Indemnification

12.1 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Manifast and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) Customer Content, including any claim that it infringes any third-party right;
• (b) Customer's use, reproduction, distribution, or sale of Generated Output;
• (c) Customer's breach of these Terms;
• (d) Customer's violation of any applicable law or regulation;
• (e) Customer's products, services, or business operations; and
• (f) Customer's negligence, willful misconduct, or fraud.

12.2 No Manifast IP Indemnification for Generated Output

Manifast has no obligation to defend, indemnify, or hold Customer harmless with respect to any claim arising out of or relating to Generated Output. Customer expressly waives any such claim against Manifast.

12.3 Limited Manifast Indemnification for Core Platform

Subject to the exclusions and limits herein, Manifast will defend Customer against a third-party claim alleging that the Manifast proprietary software (specifically excluding Generated Output, Customer Content, and third-party AI outputs) directly infringes a validly issued U.S. patent, copyright, or trademark.

Exclusions include: Generated Output, Customer Content, third-party AI model outputs, modifications not made by Manifast, and use outside the scope of these Terms.

12.4 Indemnification Procedure

The party seeking indemnification must promptly notify the indemnifying party and cooperate reasonably in the defense.

12.5 Release of Claims by Customer

To the maximum extent permitted by law, Customer irrevocably releases Manifast from any and all claims arising out of or relating to Generated Output, the use or performance of the Service, Customer Content, or decisions Customer makes based on Generated Output.

12.6 Insurance

Customer will maintain commercial general liability insurance appropriate to its business and, if manufacturing or selling products incorporating Generated Output, product liability insurance.

13. Term and Termination

13.1 Term

These Terms begin on the date of acceptance and continue until all subscriptions expire or are terminated.

13.2 Termination for Convenience

Either party may choose not to renew a subscription by providing notice at least fifteen (15) days before renewal.

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days, or becomes insolvent or files for bankruptcy.

13.4 Effect of Termination

Upon termination, Customer's access ends. Manifast may delete Customer Content within ninety (90) days. Sections 5.1, 6.1, 6.3, 6.5, 7, 9, 10.2, 11, 12, 14, and 15 survive termination.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of New York.

14.2 Arbitration

Any dispute will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in New York County, New York.

14.3 Class Action Waiver

DISPUTES WILL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARE NOT PERMITTED.

14.4 Injunctive Relief

Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

15. General

15.1 Entire Agreement

These Terms, together with any order forms, the Privacy Policy, and any Data Processing Addendum, constitute the entire agreement between the parties.

15.2 Modifications

Manifast may update these Terms by posting a revised version and providing notice. Material changes take effect thirty (30) days after notice.

15.3 Assignment

Customer may not assign these Terms without Manifast's prior written consent. Manifast may assign freely.

15.4 Notices

Notices to Manifast must be sent to legal@manifast.ai. Notices to Customer will be sent to the email or billing address on file.

15.5 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control.

15.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, agency, or employment relationship.

15.7 Severability

If any provision is found unenforceable, the remainder will remain in effect.

15.8 No Waiver

Failure to enforce any right is not a waiver of that right.

15.9 Export Controls

Customer will comply with all U.S. export control and sanctions laws.

Contact:

Manifast AI LLC

Brooklyn, NY

legal@manifast.ai