Terms and Conditions for Manifest
Last Updated: May 1, 2025
These Terms and Conditions (“Terms”) are a legal agreement between you and Transcend Labs Inc. (“Manifest,” “the app,” “we,” “us,” or “our”) regarding your use of the Manifest mobile app, website, and related services (the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, please do not use our Services.
1. Eligibility and Account Use
1.1 Eligibility. You represent and warrant that you are at least the minimum age required by local law to use the Services. If you are under the applicable minimum age, you must obtain your parent’s or legal guardian’s consent before using the Services and your account may be subject to additional restrictions as described in our Privacy Policy.
1.2 Account Registration and Security.
(a) To access certain features, you must create an account and provide accurate, current, and complete information.
(b) You are responsible for safeguarding your credentials and agree to notify us immediately of any unauthorized use or security breach.
1.3 Personal and Non‑Commercial Use. Your account is for your individual, non-commercial use only. Any use for competitive intelligence, benchmarking, monitoring performance for competitive purposes, or to develop any competing product or service ("Competitive Use") is strictly prohibited and may result in immediate suspension or termination of your account.
1.4 Misuse and Suspension. We reserve the right to suspend or terminate your account, at our sole discretion and without liability, for fraud, abuse, violation of these Terms, or any activity that we reasonably believe is harmful to us or other users. Upon termination, all licenses granted under these Terms shall immediately terminate, except as explicitly stated otherwise.
1.5 Children’s Privacy and COPPA. If you are under the age of 13 (or the age required by local law), you may not use the Services.
1.6 Export Controls. You may not export or re‑export any part of the Services in violation of U.S. or any other applicable export laws and regulations.
2. Acceptable Use
2.1 Automated Access. Use any robots, spiders, crawlers, scrapers, or other automated means to access, monitor, copy, index, or extract data from the Services.
2.2 Reverse Engineering. Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the app or any part thereof.
2.3 No‑Circumvention. Tamper with, disable, or bypass any digital rights management or other security‑related features of the Services.
2.4 Illegal or Harmful Conduct. Use the Services to engage in any unlawful activity or to facilitate wrongdoing, including but not limited to:- Harassment, threats, or defamation of any person or group;- Hate speech, violence against others, or terrorist propaganda;- Child sexual abuse material;- Fraud, phishing, or unauthorized data collection;- Distribution of viruses, malware, or other harmful code.
2.5 Intellectual Property Infringement. Upload, post, or share any content that you do not have the right to use, or that infringes another’s copyrights, trademarks, or other proprietary rights.
2.6 No Competitive Use. Use the Services to benchmark, monitor, or otherwise gather competitive intelligence about Manifest, our features, or our user base.
2.7 Commercial Exploitation. Sell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Services or access thereto.**Removal and Enforcement.** We reserve the right, in our sole discretion, to remove or disable access to any content or account that violates these rules, with or without notice.
3. Your Content and Our Use
3.1 License Grant. By submitting, posting, or displaying any text, images, audio, video, or other content ("Your Content") on or through the Services, you grant Manifest and its affiliates an irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, transferable license to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use Your Content solely to operate, promote, and improve the Services.
3.2 Representations and Warranties. You represent and warrant that you own all rights in Your Content or otherwise have all necessary rights, licenses, consents, and releases to grant the license in Section 3.1. You will indemnify Manifest for any claims arising from a breach of these representations.
3.3 Moral Rights Waiver. To the extent permitted under applicable law, you waive any moral rights or similar rights that you may have in Your Content to allow Manifest to use Your Content under Section 3.1 without seeking further consent or paying any additional consideration.
3.4 Content Persistence; Deletion. We may retain Your Content in backup or archival copies for a commercially reasonable period, not to exceed 90 days following deletion or account termination, and as otherwise required by law. Upon deletion, the license granted in Section 3.1 terminates, except for any copies retained in our archives during the retention period.
3.5 Responsibility; Community Standards. You are solely responsible for all Your Content, and we do not endorse any Your Content. You agree not to post content that violates these Terms or our Community Guidelines, including but not limited to illegal, defamatory, obscene, or hateful content. Manifest reserves the right to remove or refuse any Your Content at its sole discretion.**Privacy Policy.** For information about how we collect, use, and share Your Content and personal data, see our Privacy Policy.
4. Intellectual Property
4.1 Our Content. Except for Your Content and third‑party materials, all content, features, functionality, graphics, design, compilation, and software included in or available through the Services (collectively, "Manifest Content") are proprietary to Manifest or its licensors, and are protected by copyright, trade secret, and other intellectual property laws. Manifest and its licensors reserve all rights in and to the Manifest Content not expressly granted under these Terms.
4.2 Limited License. Subject to your compliance with these Terms, Manifest grants you a limited, revocable, non‑exclusive, non‑transferable license to access and use the Services and Manifest Content solely for your personal, non‑commercial use. All rights not expressly granted are reserved.
4.3 Feedback. If you provide Manifest with feedback, suggestions, or ideas regarding the Services ("Feedback"), you agree that Manifest may use and incorporate such Feedback into the Services without any compensation or obligation to you. You hereby assign to Manifest all rights in any Feedback.
4.4 Patents and Patent Claims. Manifest may own or have applied for patents covering elements of the Services. Nothing in these Terms grants you any rights under any patent claims of Manifest, except for the limited license to use the Services as described in Section 4.2.
5. Third‑Party Services
5.1 Integrations and Authentication. The Services may integrate with third‑party providers for features including but not limited to authentication (e.g., Stytch), analytics (e.g., Google Analytics, Mixpanel), database management, and AI-powered functionality (e.g., third‑party AI providers). Your use of these integrations is subject to the terms and privacy policies of those providers.
5.2 No Endorsement. Manifest does not endorse, sponsor, or recommend any third‑party service, and your interactions with any third party are solely between you and that third party. You may not imply any endorsement or affiliation by Manifest or such third parties in any public or commercial manner.
5.3 Modification and Discontinuation. Manifest reserves the right to modify, add, or remove any third‑party integrations or features at any time, with or without notice, and without liability to you.
5.4 Third‑Party Advertising. We may display advertisements or sponsored content from third parties and share usage data with advertising partners in accordance with our Privacy Policy. You acknowledge and agree that Manifest is not responsible for the practices or content of any advertisers or sponsors.
6. Payment Terms
6.1 Free Services. Currently, Manifest is provided to users free of charge and all features are accessible without payment.
6.2 Future Paid Plans. Manifest reserves the right to introduce paid subscription plans, in‑app purchases, or other monetization models at any time. We may offer professional tiers or specialized features for a fee.
6.3 Payment Processors. All payments for paid features will be processed through third‑party payment processors, including but not limited to Apple’s In‑App Purchase system, Stripe, or other providers. Your use of these payment processors is subject to their terms and policies.
6.4 Free Trials. We may offer free trial periods for paid features in accordance with Apple’s App Store guidelines or other platform requirements. Manifest reserves the right to modify, suspend, or terminate any free trial offer at any time.
6.5 Modifications to Payment Terms. We may change pricing, fees, billing methods, and payment terms upon notice to you, at our discretion. Continued use of paid features after such changes constitutes your agreement to the new terms.
6.6 Refund Policy. As Manifest is free to use today, we currently do not offer refunds. If we implement paid services, refunds will be governed by applicable law and platform policies (e.g., Apple App Store refund rules).
7. Disclaimers
7.1 No Professional Advice. The content and tools provided through the Services are for informational and wellness support purposes only and do not constitute medical, mental health, financial, legal, or other professional advice. You should not rely on any content on the Services in lieu of seeking professional advice. Always consult a qualified professional for any advice related to your particular circumstances.
7.2 "As Is" and Updates. The Services and all Manifest Content are provided "as is" and "as available," without warranty of any kind. To the fullest extent permitted by applicable law, Manifest disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Manifest does not guarantee that the Services will be uninterrupted, error-free, secure, or free of harmful components. Manifest may modify, suspend, or discontinue any aspect of the Services at any time without notice and without liability.
7.3 Third-Party Content. The Services may include links to or content from third-party websites, advertisers, sponsors, or other parties. Manifest does not endorse, guarantee, or assume responsibility for any third-party content, products, services, or practices. Your interactions with any third party are solely between you and that third party.
7.4 No Emergency Services. The Services are not designed for use in emergencies and should not be used as a substitute for emergency services. In a crisis or emergency situation, you should immediately contact your local emergency services or a qualified professional.
7.5 Limitation on Advice. Any testimonials, stories, or examples discussed on the Services are for illustrative purposes only and may not reflect the typical user experience. Past performance or outcomes do not guarantee future results.
8. Limitation of Liability
8.1 Cap on Liability. To the fullest extent permitted by applicable law, Manifest’s aggregate liability for all claims arising out of or relating to these Terms or your use of the Services will not exceed the greater of (a) US \$50 or (b) the total fees paid by you to Manifest in the twelve (12) months preceding the event giving rise to the claim.
8.2 Exclusion of Damages. To the fullest extent permitted by applicable law, Manifest and its officers, directors, employees, agents, and affiliates will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, data, goodwill, or other intangible losses.
8.3 No Further Liability. The limitations, exclusions, and disclaimers in these Terms apply even if Manifest has been advised of the possibility of such damages and regardless of the theory of liability.
8.4 Mandatory Legal Carve-Out. Nothing in these Terms limits Manifest’s liability for death or personal injury caused by Manifest’s gross negligence or willful misconduct, or for any other liability that cannot be excluded or limited under applicable law.
9. Indemnification
9.1 User Indemnification. You agree to indemnify, defend, and hold harmless Manifest and its officers, directors, employees, agents, affiliates, and licensors (collectively, the “Indemnitees”) from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with these Terms or your use of the Services, including but not limited to:* Your breach of these Terms, including any representation, warranty, or covenant;* Your access to or use of the Services, including any activity conducted through your account;* Any content or data you submit, post, transmit, or otherwise make available through the Services;* Your violation of any applicable law, regulation, or third party right (including intellectual property, privacy, or publicity rights);* Your negligent or willful misconduct; or* Any third-party claim related to your interactions with other users of the Services.
9.2 Procedure and Cooperation. Procedure and Cooperation. Procedure and Cooperation. You agree to promptly notify Manifest in writing of any claim for which indemnification is sought and to reasonably cooperate with Manifest in its defense or settlement of such claim at Manifest’s request.
9.3 Limitations on Indemnification. Limitations on Indemnification. You will have no obligation under this Section 9 with respect to any claim arising from the gross negligence or willful misconduct of Manifest or its Indemnitees.
10. Dispute Resolution
10.1 Informal Resolution. We encourage you to contact us to seek an amicable resolution of any dispute arising under or relating to these Terms or your use of the Services.
10.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the arbitrability of any such dispute, will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in the State of Delaware, and the arbitrator shall apply Delaware law, without regard to its conflicts of law principles. You and Manifest waive any right to a jury trial or to participate in a class action or representative proceeding.
10.3 Fees and Costs. You agree to pay any filing, administrative, and arbitrator fees required by the AAA to initiate the arbitration. Manifest will not be responsible for such fees. Each party will bear its own attorneys’ fees and costs, unless the arbitrator determines otherwise under applicable law.
10.4 Opt‑Out. If you prefer not to resolve disputes with Manifest through arbitration, you may opt out by sending written notice to contact@manifestapp.xyz within fifteen (15) days of first accepting these Terms. Your notice must include your name, address, email, and a clear statement that you opt out of arbitration. If you opt out, neither you nor Manifest can require arbitration for disputes covered by this Section.
10.5 Equitable Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
11. Governing Law and Venue
11.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
11.2 Venue. Subject to Section 10 (Dispute Resolution), the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction and venue to adjudicate any dispute arising under these Terms or the Services.
12. Termination
12.1 Termination by Manifest. Manifest may, in its sole discretion and without liability, suspend or terminate your access to the Services or your account at any time for any reason or no reason, with or without notice.
12.2 Termination by You. You may discontinue your use of the Services and delete your account at any time by following the instructions in the app.
12.3 Effect of Termination. Upon termination, all licenses and rights granted to you under these Terms will immediately cease, except that Sections 1.4, 4 (as applicable), 7, 8–14, and any other provisions that by their nature should survive termination will survive.
12.4 Force Majeure. Manifest will not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet disruptions, or other force majeure events.
13. Changes to These Terms
13.1 Modification of Terms. Manifest reserves the right to modify or update these Terms at any time, in its sole discretion, by posting updated Terms on the Services. The updated Terms will be effective upon posting, as indicated by the revised "Last Updated" date.
13.2 Your Acceptance. Your continued use of the Services after any changes to the Terms constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Services.
14. Miscellaneous
14.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies or guidelines referenced herein, constitute the entire agreement between you and Manifest regarding the Services, superseding any prior or contemporaneous agreements.
14.2 No Waiver. No failure or delay by Manifest in exercising any right under these Terms will operate as a waiver of that right.
14.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
14.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without Manifest’s prior written consent. Manifest may assign or transfer its rights and obligations at any time without notice.
14.5 Relationship of the Parties. You and Manifest are independent contractors, and these Terms do not create any partnership, joint venture, agency, franchise, or employment relationship.
14.6 Contact Information. If you have questions or concerns regarding these Terms, please contact us at contact@manifestapp.xyz.