Terms of Service.

Acceptance of these Terms.

These Terms of Service (the "Terms") form a legally binding agreement between you and Mavenly, Inc., a Delaware corporation ("Mavenly," "we," "us," or "our"), governing your access to and use of the Mavenly platform, websites, mobile applications, APIs, and related services (collectively, the "Service").

By creating an account, accessing the Service, or signing an order form that references these Terms, you accept these Terms on behalf of yourself and the organization you represent (the "Customer"). If you do not have authority to bind the Customer, or if you do not agree to these Terms, do not use the Service.

The version of these Terms in effect when you sign an order form (or, for free-tier users, when you create your account) is the version that governs your use of the Service. We may update these Terms over time as described in Section 16; updates apply prospectively from their effective date.

Definitions.

Capitalized terms used in these Terms have the meanings given below. Where a term is defined elsewhere in these Terms, the definition there controls.

The Service.

3.1 Description

The Service is an AI-powered grant management platform consisting of the four core modules described in our public Documentation: Discover (funder discovery and matching), Compose (AI-assisted application drafting), Pipeline (grant pipeline management and forecasting), and Reporter (compliance reporting). The Service is delivered as software-as-a-service through web and mobile interfaces, with optional API access on certain plans.

3.2 Right to Use

Subject to these Terms and the applicable Order Form, Mavenly grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service solely for the Customer's internal business purposes and only through Authorized Users.

3.3 Restrictions

The Customer shall not, and shall not permit any Authorized User or third party to:

1. copy, modify, or create derivative works of the Service or Documentation;
2. reverse-engineer, decompile, or disassemble the Service, except to the extent permitted by applicable law that cannot be waived;
3. resell, sublicense, lease, or otherwise commercialize access to the Service to any third party;
4. use the Service to build a competing product or service, or to benchmark for that purpose;
5. circumvent any usage limits, rate limits, security controls, or access controls;
6. remove or obscure any proprietary notices in the Service or Documentation; or
7. use the Service in any manner that violates applicable law or these Terms.

3.4 Updates and Changes

Mavenly continuously develops the Service. We may add, modify, deprecate, or remove features in the ordinary course. We will provide reasonable advance notice of material reductions in Service functionality and will not materially reduce the core functionality the Customer is paying for during a paid subscription term.

3.5 Service Tiers

The Service is offered in multiple tiers, including a free tier for qualifying small nonprofits, paid tiers for larger nonprofits, and enterprise tiers for foundations and large advancement organizations. Tier-specific features, limits, and obligations are described in the applicable plan documentation; the Customer's tier is specified in the Order Form (or, for self-service, in the account settings).

Accounts.

4.1 Account Creation

To use the Service, the Customer must create an account and designate Authorized Users. Each Authorized User must use a unique login credential and may not share credentials with any other person. The Customer is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under the Customer's account.

4.2 Customer Responsibilities

The Customer is responsible for:

• ensuring that all Authorized Users comply with these Terms;
• promptly notifying Mavenly of any unauthorized access to the account or any suspected security breach;
• keeping account information current and accurate; and
• paying all Fees associated with the account.

4.3 Eligibility

The Service is available to organizations and individuals at least 18 years of age (or the age of majority in their jurisdiction). The Customer represents that it is lawfully able to enter into and perform under these Terms.

Customer Data.

5.1 Customer's Ownership

As between the parties, the Customer owns and retains all right, title, and interest in and to its Customer Data. Mavenly does not claim ownership of Customer Data and will treat it as the Customer's confidential property in accordance with these Terms and our Privacy Policy.

5.2 License to Mavenly

The Customer grants Mavenly a limited, non-exclusive, royalty-free license during the Term to host, process, transmit, display, and otherwise use Customer Data solely as necessary to:

1. provide and operate the Service for the Customer;
2. generate AI Output requested by the Customer;
3. perform routine technical operations such as backup, security monitoring, and performance optimization;
4. comply with applicable law and respond to lawful process; and
5. improve the Service in aggregate, anonymized form that does not identify the Customer or any individual.

5.3 Data Security

Mavenly will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as further described in our Security Documentation. These safeguards are designed to meet or exceed industry-standard practices for software-as-a-service platforms processing nonprofit operating data.

5.4 Data Portability and Deletion

The Customer may export its Customer Data through the Service's export tools at any time during the Term. Within thirty (30) days after termination of the subscription, Mavenly will delete or return Customer Data, at the Customer's election, except that Mavenly may retain Customer Data as required by applicable law or for routine backup and security purposes (such backups will be deleted in the ordinary course of Mavenly's backup retention cycle).

5.5 Customer's Responsibilities for Data

The Customer represents and warrants that:

• it has the right to submit Customer Data to the Service and to grant the license described in Section 5.2;
• Customer Data does not violate any applicable law, third-party right, or contractual obligation;
• where Customer Data includes personal information, the Customer has provided all required notices and obtained all required consents from the individuals concerned; and
• the Customer is responsible for the accuracy, quality, and legality of its Customer Data.

AI Output.

6.1 Nature of AI Output

The Service uses artificial-intelligence models to generate AI Output, including draft applications, funder match scores, pipeline forecasts, compliance reports, and other content. AI Output is generated by statistical models and may be incorrect, incomplete, biased, or otherwise unreliable.

6.2 Ownership of AI Output

To the extent that AI Output is owned by Mavenly under applicable law, Mavenly hereby assigns to the Customer all of Mavenly's right, title, and interest in and to AI Output generated specifically for the Customer's use, subject to:

• Mavenly's retained right to use the AI Output as necessary to operate the Service;
• any third-party intellectual-property rights that may apply (the AI models may produce output that incidentally resembles other works); and
• the limitations of copyright protection that apply to AI-generated content under U.S. and other applicable copyright law.

6.3 Customer's Responsibility for Use of AI Output

The Customer is solely responsible for any decision to use AI Output and for the consequences of that use. Without limiting the foregoing, the Customer acknowledges that:

• AI Output may contain factual errors, including invented citations, statistics, or attributions;
• AI Output may not be appropriate for the funder, audience, or context for which it is generated;
• AI Output does not constitute legal, financial, accounting, or professional advice;
• regulated submissions (such as federal grant applications) may carry penalties for inaccurate statements regardless of whether the inaccuracy was introduced by AI; and
• the Customer should not submit AI Output to any consequential audience without competent human review.

6.4 No Training on Customer Inputs

As stated in Section 5.2, Mavenly does not use Customer prompts, Customer Data, or AI Output generated for the Customer to train its AI models or any third-party model for general use. The Service is engineered so that the Customer's Organization Memory layer (as described in our Documentation) is private to the Customer and is invoked only when generating AI Output for that Customer.

Acceptable Use.

The Customer and its Authorized Users shall not use the Service to:

1. Submit unlawful content. Upload, store, or transmit any content that is illegal, defamatory, fraudulent, or that violates any third-party right.
2. Misrepresent. Use the Service to generate or submit applications, reports, or communications that contain knowingly false statements, fabricated data, or materially misleading information to any funder, regulator, or other recipient.
3. Spam or harass. Use the Service to send unsolicited communications to funders, program officers, or any other recipient, or to engage in harassment of any individual.
4. Attempt to harm the Service. Conduct any activity that interferes with or disrupts the Service, attempts to gain unauthorized access, introduces malicious code, or attempts to circumvent the Service's security controls.
5. Violate export controls or sanctions. Use the Service in any country or jurisdiction subject to U.S. economic sanctions, or in violation of any applicable export-control law.
6. Infringe Mavenly's restrictions. Engage in any of the conduct prohibited by Section 3.3 above.

Mavenly may suspend or terminate access to the Service for any Authorized User or for the Customer as a whole if it reasonably determines that this Section 7 has been violated, with such notice as is reasonable under the circumstances.

Fees & Payment.

8.1 Fees

The Customer shall pay the Fees specified in the applicable Order Form (or, for self-service plans, the published pricing for the Customer's selected plan). Fees are quoted in U.S. dollars and exclude any taxes, levies, or duties imposed by taxing authorities.

8.2 Payment Terms

For Order Form plans: invoices are due within thirty (30) days of issuance unless otherwise specified in the Order Form. For self-service plans: Fees are charged in advance to the Customer's payment method on file at the start of each billing period.

8.3 Renewal

Subscriptions automatically renew at the end of each Term for an additional period equal to the prior Term (annual subscriptions renew annually; monthly subscriptions renew monthly), unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term. The renewal price is Mavenly's then-current published price for the Customer's plan; Mavenly will provide reasonable advance notice of any price increase.

8.4 Late Payment

Past-due amounts accrue interest at 1% per month (or the maximum rate permitted by law, whichever is lower). Mavenly may suspend the Service for any account with Fees more than thirty (30) days past due, after providing reasonable notice and opportunity to cure.

8.5 Taxes

The Customer is responsible for all taxes associated with its purchase, except for taxes based on Mavenly's net income. If Mavenly is required to collect any tax for which the Customer is responsible, that tax will be added to the invoice.

8.6 Promotional Pricing

Where Mavenly offers promotional, discounted, or trial pricing (including but not limited to free trials, annual-billing discounts, and limited-time promotions), the terms of that offer are stated at the time of acceptance. Promotional pricing applies to the original Customer entity and does not transfer in connection with a sale, merger, or assignment except as expressly stated in the applicable offer.

Intellectual Property.

9.1 Mavenly's Rights

Mavenly and its licensors own all right, title, and interest in and to the Service, including the underlying software, models, algorithms, design, content, trademarks, and Documentation. Except for the limited rights expressly granted in these Terms, no rights in the Service are transferred to the Customer.

9.2 Customer's Rights

The Customer retains ownership of Customer Data as described in Section 5. AI Output ownership is governed by Section 6.

9.3 Feedback

If the Customer provides Mavenly with suggestions, comments, or other feedback about the Service ("Feedback"), the Customer grants Mavenly a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose without obligation to the Customer.

9.4 Trademarks

"Mavenly," the Mavenly logo, and other Mavenly marks are trademarks of Mavenly, Inc. or its affiliated IP-holding entity. The Customer shall not use any Mavenly trademark without Mavenly's prior written consent, except for the limited fair-use right to identify the Customer as a user of the Service.

Confidentiality.

Each party (the "Recipient") may receive non-public, confidential, or proprietary information from the other party (the "Discloser") in connection with these Terms ("Confidential Information"). Confidential Information includes, without limitation, Customer Data, Mavenly's non-public technical and business information, and the terms of any Order Form.

The Recipient shall:

1. hold the Discloser's Confidential Information in strict confidence;
2. use the Confidential Information solely as necessary to perform under or receive the benefit of these Terms;
3. not disclose the Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 10; and
4. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient before disclosure by the Discloser; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

If the Recipient is required by law or court order to disclose Confidential Information, the Recipient shall, to the extent legally permitted, promptly notify the Discloser so that the Discloser may seek a protective order or other appropriate remedy.

The obligations in this Section 10 survive termination of these Terms for a period of three (3) years, except that obligations with respect to Customer Data and trade secrets continue until the information no longer qualifies for protection under applicable law.

Term & Termination.

11.1 Term

These Terms commence when the Customer first accesses the Service and continue until terminated as described in this Section 11. The duration of the Customer's subscription is governed by the Order Form (or, for self-service plans, the billing cycle in effect).

11.2 Termination by the Customer

The Customer may terminate its subscription at any time by following the cancellation procedures described in the Documentation. Termination of a paid subscription is effective at the end of the then-current billing period; Fees already paid are non-refundable except as expressly provided in Section 11.2.1.

11.2.1 14-Day Money-Back Guarantee

Every new paid Mavenly subscription is backed by a 14-day money-back guarantee. If Mavenly isn't the right fit within 14 days of the Customer's first payment, the Customer may request a full refund of that first payment by emailing billing@mavenly.ai. The guarantee applies once per Customer and covers only the initial subscription payment; subsequent renewal Fees fall under the standard cancellation policy described above.

11.3 Termination by Mavenly

Mavenly may terminate or suspend the Customer's access to the Service:

• immediately upon written notice if the Customer materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice;
• immediately upon written notice if the Customer becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed for or against it that is not dismissed within sixty (60) days;
• immediately upon written notice for any violation of Section 7 (Acceptable Use); or
• upon at least sixty (60) days' written notice for any other reason, in which case Mavenly will refund any prepaid Fees for the unused portion of the Term on a pro-rata basis.

11.4 Effect of Termination

Upon termination:

• the Customer's right to access the Service ends;
• the Customer remains responsible for any Fees accrued through the termination date;
• Mavenly will handle Customer Data as described in Section 5.4;
• each party will return or destroy the other party's Confidential Information; and
• provisions that by their nature should survive termination (including Sections 5, 6, 9, 10, 12, 13, 14, 15, and 17) will survive.

Warranties.

12.1 Mutual Warranties

Each party represents and warrants that it has full power and authority to enter into and perform these Terms, and that its performance under these Terms does not violate any other agreement to which it is a party.

12.2 Mavenly's Warranties

Mavenly warrants that during the Term:

• the Service will perform materially in accordance with the Documentation;
• Mavenly will maintain administrative, physical, and technical safeguards designed to protect Customer Data as described in Section 5.3; and
• Mavenly will not knowingly introduce any virus, malware, or other malicious code into the Service.

The Customer's exclusive remedy for breach of this Section 12.2 is, at Mavenly's option, to repair the non-conforming Service or, if Mavenly is unable to repair it within a reasonable period, to terminate the affected subscription and refund prepaid Fees for the unused portion.

12.3 Disclaimer

Except for the express warranties in this Section 12, the Service is provided "as is" and "as available." Mavenly disclaims all other warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Service will be uninterrupted or error-free. Mavenly does not warrant that AI Output will be accurate, complete, or suitable for any particular use, and the Customer assumes the full risk of using AI Output.

Limitation of Liability.

13.1 Cap

Except for the exclusions in Section 13.3, each party's total cumulative liability under these Terms shall not exceed the Fees paid or payable by the Customer to Mavenly during the twelve (12) months preceding the event giving rise to the claim.

13.2 Excluded Damages

Except for the exclusions in Section 13.3, in no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or grant funding, arising out of or in connection with these Terms, even if the party has been advised of the possibility of such damages.

13.3 Exclusions from Limitations

The limitations in Sections 13.1 and 13.2 do not apply to:

• each party's indemnification obligations under Section 14;
• each party's breach of confidentiality obligations under Section 10;
• the Customer's payment obligations under Section 8;
• either party's gross negligence, willful misconduct, or fraud; or
• infringement by either party of the other party's intellectual-property rights.

Indemnification.

14.1 By Mavenly

Mavenly shall defend, indemnify, and hold harmless the Customer from any third-party claim alleging that the Service, as provided by Mavenly and used by the Customer in accordance with these Terms, infringes any U.S. patent, copyright, or trademark of the third party. Mavenly's obligation does not extend to claims arising from:

• Customer Data, AI Output, or other content submitted or generated by the Customer;
• the Customer's use of the Service in combination with any third-party product, service, or content not provided by Mavenly;
• the Customer's modification of the Service; or
• the Customer's use of the Service in violation of these Terms.

14.2 By the Customer

The Customer shall defend, indemnify, and hold harmless Mavenly from any third-party claim arising from:

• Customer Data, including any claim that Customer Data infringes a third-party right or violates applicable law;
• the Customer's use of AI Output, including any claim that the Customer's submission of AI Output to a funder or other third party caused harm to that party;
• the Customer's breach of these Terms; or
• the Customer's gross negligence or willful misconduct.

14.3 Procedure

The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the other party (the "Indemnifying Party") in writing of the claim; (b) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that no settlement may impose any non-monetary obligation on the Indemnified Party without its prior written consent; and (c) provide reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense.

Disputes.

15.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally by giving the other party written notice describing the dispute and requesting a discussion between authorized representatives. The parties shall then meet (in person or by video conference) within thirty (30) days of the notice to attempt resolution.

15.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules (for disputes under $250,000) or Comprehensive Arbitration Rules (for larger disputes), in Miami, Florida. The arbitrator shall have the authority to award any remedy that would be available in a court of law.

15.3 Exceptions to Arbitration

Notwithstanding Section 15.2, either party may:

• seek injunctive or other equitable relief in a court of competent jurisdiction to enforce Sections 9 (IP) or 10 (Confidentiality);
• bring small claims actions in small claims court; and
• pursue collection of undisputed past-due amounts.

15.4 Class Action Waiver

The parties agree that each party may bring claims against the other party only in their individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding.

15.5 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Changes to these Terms.

Mavenly may update these Terms from time to time. Updates take effect:

• for material changes that adversely affect the Customer's rights or obligations: thirty (30) days after Mavenly provides notice to the Customer (by email to the Customer's account email or by in-Service notification), unless the Customer terminates its subscription before the change takes effect;
• for non-material changes (clarifications, formatting, references to new features that do not change the parties' core obligations): immediately upon posting; and
• for changes required by applicable law: at the time required by the law.

The Customer's continued use of the Service after the effective date of any update constitutes acceptance of the updated Terms.

Mavenly maintains a version history of these Terms (visible at the bottom of this page) so customers can review changes over time.

General Provisions.

Contact Us.

Questions about these Terms? Reach out to the right team:

Mailing Address:

Mavenly, Inc.
Attn: Legal Department
777 Brickell Avenue, Suite 500
Miami, Florida 33131 · United States