Manifold

The clause includes sublicensable, transferable, or assignable rights.

“Customer will not, and shall not permit any other person to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Manifold Services or any software, documentation or data related to the Manifold Services ("Software"); (ii) modify, translate, or create derivative works...”

The clause includes sublicensable, transferable, or assignable rights.

“If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by Customer except with Manifold's prior written consent. Manifold may transfer and assign any of its rights and obligati...”

The clause limits liability or disclaims warranties.

“HOWEVER, MANIFOLD DOES NOT WARRANT THAT THE MANIFOLD SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MANIFOLD SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE MANIFOLD SERVICES ARE PROVIDED "AS IS" AND MANIFOLD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABIL...”

The clause requires defense, indemnity, or hold-harmless obligations.

“Manifold shall defend and indemnify Customer from liability to third parties resulting from any third party claim that the Manifold Services infringe any United States patent or copyright or misappropriate any trade secret, provided Manifold is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense...”

The clause permits sale of personal data or information.

“Google: If you use Gmail integration with the Services, you will be asked to give us access to information from your Gmail or Google account, including contacts, emails, calendar, distribution lists, subject lines and URLs of tracked links from your email. Our use of information received from Google APIs adheres to the Google API Services User Data Policy and the Limited Use requirements. We do not use Google user...”

Latest stance: sublicensable or transferable on commercial use

“Customer will not, and shall not permit any other person to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Manifold Services or any software, documentation or data related to the Manifold Services ("Software"); (ii) modify, translate, or create derivative works based on the Manifold Services or any Software (except to the extent expressly permitted by Manifold or authorized within the Manifold Services); (iii) rent, lease, lend, broker, sublicense, assign, distribute, publish, transfer, use the Manifold Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels from the Manifold Services; (v) attempt to gain unauthorized access to the Manifold Services; (vi) access the Manifold Services for benchmarking purposes, attempt to replicate the Manifold Services, or otherwise use the Manifold Services for the purpose of building a competitive product or service.”

Latest stance: sublicensable or transferable on governing law disputes

“If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by Customer except with Manifold's prior written consent. Manifold may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind Manifold in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.”

Latest stance: third party or vendor sharing on commercial use

“Customer will not, and shall not permit any other person to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Manifold Services or any software, documentation or data related to the Manifold Services ("Software"); (ii) modify, translate, or create derivative works based on the Manifold Services or any Software (except to the extent expressly permitted by Manifold or authorized within the Manifold Services); (iii) rent, lease, lend, broker, sublicense, assign, distribute, publish, transfer, use the Manifold Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels from the Manifold Services; (v) attempt to gain unauthorized access to the Manifold Services; (vi) access the Manifold Services for benchmarking purposes, attempt to replicate the Manifold Services, or otherwise use the Manifold Services for the purpose of building a competitive product or service.”

Latest stance: third party or vendor sharing on confidentiality

“Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Manifold includes non-public information regarding features, functionality and performance of the Manifold Services. Proprietary Information of Customer includes non-public data provided by Customer to Manifold or otherwise obtained by Manifold from the Customer systems to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.”

Latest stance: liability limited on indemnity liability

“HOWEVER, MANIFOLD DOES NOT WARRANT THAT THE MANIFOLD SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MANIFOLD SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE MANIFOLD SERVICES ARE PROVIDED "AS IS" AND MANIFOLD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.”

Latest stance: indemnity on indemnity liability

“Manifold shall defend and indemnify Customer from liability to third parties resulting from any third party claim that the Manifold Services infringe any United States patent or copyright or misappropriate any trade secret, provided Manifold is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense and settlement of such claim. Manifold will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Manifold Services (i) not supplied by Manifold, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Manifold, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Manifold Services is not strictly in accordance with these Terms. If Manifold has reason to believe a claim of infringement is likely or, due to a claim of infringement, the Manifold Services are held by a court of competent jurisdiction to be infringing, Manifold may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate these Terms and Customer's rights hereunder and provide Customer a refund of”

Latest stance: third party or vendor sharing on subprocessors data sharing

“We may disclose the personal information we collect to vendors and service providers who perform functions on our behalf (including IT service providers, payment processors, analytics providers, and legal counsel); to business partners as directed; to third party marketing and analytics providers; to comply with legal and compliance obligations (including regulators, government entities, and law enforcement); to protect the Services and our rights where necessary to prevent fraud or illegal activities; in connection with business transfers such as mergers, acquisitions, or financings; and in aggregate or de-identified form for quality control, analytics, research, and development purposes. We may also disclose personal information in other ways not described above, but will notify you and, if necessary, obtain your consent.”

Latest stance: sale or sell on subprocessors data sharing

“Google: If you use Gmail integration with the Services, you will be asked to give us access to information from your Gmail or Google account, including contacts, emails, calendar, distribution lists, subject lines and URLs of tracked links from your email. Our use of information received from Google APIs adheres to the Google API Services User Data Policy and the Limited Use requirements. We do not use Google user data for serving advertisements, including retargeting or personalized advertising. We do not sell or transfer your Google user data to third parties except as necessary to provide or improve our Services. Google user data is only shared with third parties if necessary for security, legal compliance, or as part of a merger, acquisition, or sale of assets. We retain your Google account data only for as long as necessary to provide our Services. If you revoke access or delete your Manifold account, we will delete your Google account data from our systems (unless we are legally obligated to retain it).”