Terms of Service

Please read these Terms of Service ("Terms") carefully before using the ManageBetter platform and website (collectively, the "Service") operated by ManageBetter, Inc. ("ManageBetter," "we," "our," or "us").

By accessing or using the Service, creating an account, or clicking "I Agree" or any similar acceptance mechanism, you ("Customer" or "you") agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, do not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" and "Customer" refer to that entity.

1. The Service

ManageBetter provides an AI-powered performance management platform that helps managers write performance reviews, collect feedback, track employee goals and achievements, and generate analytics and coaching recommendations (the "Service"). The specific features available to you depend on the subscription plan you have purchased.

Service Changes. We reserve the right to modify, suspend, discontinue, or limit any aspect of the Service at any time, with or without notice, including removing features, changing pricing, or retiring the Service entirely. ManageBetter will not be liable to you or any third party for any such modification, suspension, or discontinuation.

Beta Features. We may offer features designated as "beta," "preview," or "experimental." Such features are provided as-is without any warranty and may be discontinued at any time without notice.

2. Accounts and Access

To use the Service, you must create an account. You agree to:

• Provide accurate, current, and complete registration information and keep it updated;
• Maintain the security of your account credentials and not share them with unauthorized parties;
• Promptly notify us at [email protected] of any suspected unauthorized access to your account;
• Be solely responsible for all activity that occurs under your account, whether or not authorized by you.

We reserve the right to suspend or terminate your account at any time if we believe you have violated these Terms, or for any other reason at our sole discretion, with or without prior notice.

Authorized Users. Customer administrators may invite additional users ("Authorized Users") to access the Service under their account. Customer is responsible for ensuring Authorized Users comply with these Terms and is liable for their actions within the Service.

3. Subscriptions, Fees, and Payment

Subscription Plans. Access to certain features of the Service requires a paid subscription. Subscription plans, pricing, and feature inclusions are described on our pricing page and may be updated from time to time at our sole discretion.

Billing. Fees are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). By providing payment information, you authorize ManageBetter (or our payment processors) to charge you for the applicable fees. All fees are quoted in U.S. dollars unless stated otherwise.

No Refunds. Except as required by applicable law, all fees are non-refundable. We do not provide refunds or credits for partial months, unused features, or downgraded plans. If you cancel, you will retain access to the Service through the end of your current billing period.

Price Changes. We may change subscription pricing at any time. For existing subscribers, price changes will take effect at the start of the next billing cycle following notice to you. Continued use of the Service after a price change constitutes your acceptance of the new pricing.

Taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service, excluding taxes based on ManageBetter's net income.

Overdue Payments. If your payment is overdue, we reserve the right to suspend your account until payment is received, and to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum permitted by law, whichever is less).

4. Customer Data

"Customer Data" means all data, content, and information submitted to the Service by you or your Authorized Users, including employee names, performance notes, feedback, goals, and review content.

Your ownership. As between ManageBetter and Customer, Customer retains all right, title, and interest in Customer Data. ManageBetter does not claim ownership of Customer Data.

License to ManageBetter. You grant ManageBetter a worldwide, non-exclusive, royalty-free license to access, use, store, copy, process, transmit, and display Customer Data solely to: (a) provide and maintain the Service; (b) respond to support requests; (c) comply with legal obligations; and (d) as otherwise permitted under our Privacy Policy.

Your responsibility for Customer Data. You represent and warrant that: (a) you have all rights and permissions necessary to submit Customer Data to the Service and grant ManageBetter the license above; (b) Customer Data does not violate applicable law, third-party rights, or these Terms; and (c) you have obtained all necessary consents from employees and other individuals whose personal information is included in Customer Data to process it through the Service.

Data export and deletion. Upon termination of your subscription, we will make Customer Data available for export for 90 days, after which it may be deleted from our systems. We are not responsible for any loss of Customer Data following that period.

5. AI-Generated Content; No Employment or Legal Advice

The Service uses artificial intelligence to generate performance review drafts, feedback suggestions, coaching recommendations, and other content based on Customer Data and user inputs.

Not professional advice. All AI-generated content is provided for informational and productivity purposes only. It does not constitute, and should not be relied upon as, legal, HR, employment, compliance, or any other professional advice. ManageBetter expressly disclaims any liability arising from employment decisions, disciplinary actions, terminations, or other outcomes based on AI-generated outputs.

Customer responsibility for outputs. You are solely responsible for reviewing, editing, approving, and acting on any AI-generated content. Do not use AI-generated outputs without independent human review. ManageBetter makes no guarantee that AI-generated content is accurate, unbiased, complete, or appropriate for any specific employee or situation.

No guarantee of results. ManageBetter does not warrant that use of the Service will improve employee performance, reduce bias, or achieve any particular HR outcome.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation;
• Harass, abuse, defame, or discriminate against any individual or group;
• Submit false, misleading, or fraudulent Customer Data;
• Attempt to gain unauthorized access to the Service or other users' accounts;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying AI models of the Service;
• Scrape, crawl, or extract data from the Service using automated tools without our prior written consent;
• Use the Service to develop a competing product or service;
• Transmit viruses, malware, or other malicious code;
• Interfere with or disrupt the integrity or performance of the Service;
• Use the Service in any manner that could impose an unreasonable or disproportionately large load on our infrastructure.

We reserve the right to investigate and take appropriate action against violations, including suspending or terminating accounts and reporting to law enforcement.

7. Intellectual Property

ManageBetter IP. The Service and all content, features, functionality, software, AI models, algorithms, interfaces, designs, trademarks, logos, and other materials that are part of the Service ("ManageBetter IP") are owned by ManageBetter and its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws. You receive no ownership interest in ManageBetter IP. Nothing in these Terms transfers ownership of ManageBetter IP to you.

Feedback. If you provide ManageBetter with any feedback, suggestions, ideas, or improvement requests regarding the Service ("Feedback"), you grant ManageBetter a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback in any manner without compensation or attribution to you.

Limited license to use the Service. Subject to your compliance with these Terms and payment of applicable fees, ManageBetter grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term solely for your internal business purposes.

8. Confidentiality

Each party may receive non-public, proprietary, or confidential information of the other party ("Confidential Information"). Each party agrees to: (a) keep Confidential Information confidential using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only as necessary to fulfill obligations under these Terms; and (c) not disclose Confidential Information to third parties without prior written consent, except to employees or contractors who need to know and are bound by similar confidentiality obligations.

Confidential Information does not include information that: (i) becomes publicly known without breach of this section; (ii) was rightfully known before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) must be disclosed by law, provided the disclosing party gives reasonable prior notice.

9. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MANAGEBETTER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

MANAGEBETTER DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR APPROPRIATE; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS.

Some jurisdictions do not allow exclusion of implied warranties, so some of the above limitations may not apply to you.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MANAGEBETTER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MANAGEBETTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MANAGEBETTER'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO MANAGEBETTER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this section apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow limitation of liability for certain types of damages, so some limitations above may not apply to you.

11. Indemnification

You agree to defend, indemnify, and hold harmless ManageBetter and its officers, directors, employees, contractors, agents, licensors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of or inability to use the Service; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party rights; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your employment decisions or HR practices, including any claim by an employee arising from review content generated through the Service.

12. Term and Termination

Term. These Terms commence when you first access or use the Service and continue until your subscription expires or is terminated.

Termination by you. You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of your current billing period. No refunds are issued for partial periods.

Termination by us. We may suspend or terminate your access to the Service immediately, without prior notice or liability, if: (a) you breach these Terms; (b) we are required to do so by law; (c) we discontinue the Service; or (d) in our sole judgment, continued access poses a risk to ManageBetter, other users, or third parties.

Effect of termination. Upon termination, your right to use the Service ceases immediately. Sections 4, 5, 7, 8, 9, 10, 11, 13, and 14 survive termination of these Terms.

13. Dispute Resolution; Arbitration

Informal resolution. Before filing a formal claim, you agree to contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days.

Binding arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the formation, interpretation, breach, or validity thereof) shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, with one arbitrator, in Seattle, Washington, USA. The arbitration shall be conducted in English. Judgment on any arbitration award may be entered in any court of competent jurisdiction.

Class action waiver. YOU AND MANAGEBETTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims for non-payment may be pursued in small claims court.

14. General Provisions

Governing law. These Terms are governed by and construed in accordance with the laws of the State of Washington, USA, without regard to its conflict-of-law provisions. To the extent any dispute is not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington.

Entire agreement. These Terms, together with our Privacy Policy and any order forms or written agreements between you and ManageBetter, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements, understandings, and representations.

Amendment. We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice via the Service or email. Continued use of the Service after the effective date of any changes constitutes your acceptance.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver. Failure by ManageBetter to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. ManageBetter may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or asset sale.

Force majeure. ManageBetter shall not be liable for failure or delay resulting from circumstances beyond our reasonable control, including natural disasters, acts of government, labor disputes, cyberattacks, or third-party service outages.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.

15. Contact Us

Questions about these Terms? Contact us at:

• Email: [email protected]
• Address: ManageBetter, Inc., 111 South Jackson Street, Seattle, WA 98104