Master Services Agreement

Manna Corp grants Licensee a non-exclusive, non-transferable, revocable license to use the V2 Engine software solely within Licensee's organization at the tier level for which a valid license has been issued.

License is issued per Licensee's annual revenue range and attestation. Tier levels determine permitted deployment scope and network allowlisting.

Licenses are non-transferable and non-sublicensable. Licensee may not modify, translate, adapt, or create derivative works based on the software.

Licenses are issued for a 12-month term from the effective date. Upon expiration, Licensee may renew by initiating a renewal transaction through the website.

Renewal is entirely customer-initiated. Manna Corp does not send renewal reminders, notifications, or automatically renew licenses.

Continued use of the software after license expiration constitutes a material breach of this agreement.

Licensee is solely responsible for all aspects of software deployment, configuration, operation, security, and maintenance within its own infrastructure.

Manna Corp does not provide hosting, operation, monitoring, maintenance, support, or any form of managed services.

Licensee retains full responsibility for compliance with all applicable laws, regulations, and industry standards in its jurisdiction and use case.

Licensee shall not:

• •Reverse engineer, decompile, disassemble, or attempt to derive the source code
• •Modify, translate, or create derivative works
• •Sublicense, rent, lease, sell, or transfer the license
• •Remove or alter any proprietary notices, labels, or marks
• •Use beyond the tier level or revenue range for which licensed

All software, documentation, and materials provided by Manna Corp remain the exclusive property of Manna Corp and its licensors.

No rights to intellectual property are granted except for the limited license explicitly stated herein.

Data, outputs, and results generated by Licensee's use belong to Licensee. Licensee may grant Manna Corp a non-exclusive, royalty-free right to use aggregated, anonymized data for product improvement and benchmarking only if Licensee explicitly opts in. See the Privacy Policy for details on opt-in telemetry.

License fees are non-refundable once paid. Fees are based on Licensee's attested annual revenue range and are payable through Stripe at the time of purchase.

If Licensee's revenue exceeds its attested tier, Licensee must purchase a license for the appropriate tier. Failure to do so constitutes a material breach.

All prices are in USD. Payment is non-refundable. Stripe's terms and conditions apply to payment processing.

Licensee attests that it has the authority to agree to this MSA and that its revenue falls within the tier for which it is purchasing a license.

False attestation is grounds for immediate license termination, forfeiture of fees, and potential legal action.

Licensee is responsible for ensuring all use complies with applicable laws in Licensee's jurisdiction.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

MANNA CORP DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

MANNA CORP DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

MANNA CORP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MANNA CORP'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID FOR THE LICENSE.

Manna Corp may terminate this agreement immediately if:

• •License expires and is not renewed
• •Licensee materially breaches any term
• •Attestation is discovered to be false
• •Licensee violates any restriction

Upon termination, Licensee must immediately cease use and destroy or return all copies of the software.

Licensee shall keep the software, documentation, and activation keys confidential and not disclose them to unauthorized third parties.

Licensee is responsible for all loss or misuse resulting from failure to maintain confidentiality.

This agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Licensee irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware.

This MSA constitutes the entire agreement between Licensee and Manna Corp regarding the software and supersedes all prior negotiations, understandings, and agreements.

This MSA is to be read in conjunction with the Terms of Use and Privacy Policy on the Manna Corp website.