1. Definitions
Hover any dotted-underlined term throughout this Agreement to see its definition.
- “Activation Fee”
- The one-time, non-refundable fee paid by the Client to initiate the Mantum Protocol, covering the initial Audit and baseline Deployment.
- “AI Generated Derivative”
- Any code, routing, shop floor note, or process optimization generated by the Provider's AI agents based on Client's Tribal Knowledge.
- “Audit & Rethink”
- The proprietary process of extracting Client's manual workflows and "Tribal Knowledge" to re-architect them into digital logic.
- “Evolution Credits”
- The monthly unit of account used by the Client to request modifications, new modules, or logic shifts within the Innovation Portal.
- “Evolution Retainer”
- The recurring monthly fee paid by the Client to maintain access to the Evolution Loop and AI-agent infrastructure.
- “Mantum Protocol”
- The Provider's proprietary three-step delivery framework: Audit, Deploy, and Iterate.
- “Snapshot”
- The version of the custom software infrastructure as it exists at the exact moment of a Service termination.
- “Tribal Knowledge”
- The proprietary, often undocumented, operational expertise and process logic unique to the Client's manufacturing business.
2. The Intelligence Lifecycle (Services)
Provider shall deliver bespoke software infrastructure and AI-native tools in accordance with the Mantum Protocol:
- Audit & Rethink: Extraction of Tribal Knowledge and process re-architecture for Client operations.
- Deployment & Evolution: Activation of custom software and ongoing iteration via the Innovation Portal.
- Credit-Based Evolution: Updates and logic shifts are consumed via a monthly credit allocation based on Client's selected tier.
3. Intellectual Property & Sovereignty
Customer Data Ownership: Client retains all right, title, and interest in and to all data provided to the Services.
AI Derivative Ownership: Client retains one hundred percent (100%) ownership of all AI Generated Derivative created within their specific tenant, including routings, shop floor notes, and process optimizations.
Mantum Background IP: Provider retains ownership of its pre-existing AI frameworks and delivery protocols. Provider grants Client a perpetual, irrevocable, royalty-free license to use any Mantum IP embedded in the delivered software Snapshot.
4. Data Infrastructure & Sub-Processor Disclosure
Multi-Tenant Gateway: Client acknowledges that Mantum AI utilizes a secure, multi-tenant AI Gateway to facilitate the Intelligence Lifecycle.
Data in Transit: Client data is encrypted in transit (TLS) but is processed via authorized third-party sub-processors (e.g., OpenAI, Google, Anthropic).
Zero Data Retention (ZDR): Provider utilizes "No-Training" API tiers to ensure Client's proprietary data is never used to train public or third-party AI models.
Isolation Standards: While Provider utilizes Row Level Security (RLS) for database isolation, the AI processing environment is multi-tenant and does not constitute a private VPC or dedicated single-tenant instance.
5. Client Responsibility & Sensitive Data
Data Classification: Client is solely responsible for the classification, quality, and legality of all data and drawings uploaded.
Regulatory Exclusions: The standard Services are not configured for ITAR, CMMC, SOC 2 Type II, or other government-classified data standards. Client assumes all liability for uploading data that requires such certifications.
No Liability for Sensitive Data: Provider assumes no liability for any loss or legal consequences arising from the Client's decision to upload regulated or ultra-sensitive documents into the multi-tenant environment.
6. Fees, Credits, and Non-Refundable Activation
Activation Fee: The one-time Activation Fee is deemed fully earned upon completion of the Audit phase and is non-refundable.
Evolution Credits: Monthly credits are issued at the start of each billing cycle. Unused credits do not roll over unless specified in a separate Statement of Work.
7. Limitation of Liability & Exit
The Liability Cap: Total aggregate liability is limited to the total amount of Evolution Retainer paid by Client in the six (6) months immediately preceding the claim.
The Snapshot Exit: Upon termination, Client retains its perpetual license to the Snapshot version of the software as it existed on the termination date. Client assumes all responsibility for hosting and maintenance of the Snapshot following the termination of Mantum Services.