Legal

Subscriber Agreement

Effective date: August 19, 2026

Bayceline Enterprises LLC — PM Manifest

1. Definitions

This Subscriber Agreement (“Agreement”) is entered into between Bayceline Enterprises LLC, an Arizona limited liability company (“Company,” “we,” “us,” or “our”), and the individual or entity accepting this Agreement (“Subscriber,” “you,” or “your”). By checking the acceptance box during account registration or by accessing or using the PM Manifest platform, you agree to be bound by the terms of this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

“Service” — the PM Manifest software-as-a-service platform, including all features, modules, APIs, and associated documentation.
“Subscriber” — the organization or individual provisioned access to the Service.
“User” — any individual authorized by the Subscriber to access the Service under the Subscriber account.
“Seat” — one active internal User account. Deactivated users and client portal users do not count toward the seat total.
“Subscription” — the Subscriber right to access the Service pursuant to a provisioned billing plan.
“Billing Cycle” — the monthly period beginning on the Subscriber billing cycle anchor date.
“Content” — all data, information, files, and materials submitted to the Service by the Subscriber or its Users.

2. Access and Use

2.1 Grant of Access

Subject to this Agreement and timely payment of fees, the Company grants the Subscriber a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription term, solely for internal business purposes.

2.2 User Accounts

The Subscriber is responsible for all activity under its account and must ensure Users comply with this Agreement. The Subscriber must maintain confidentiality of credentials and promptly notify the Company of any unauthorized use.

2.3 Acceptable Use

The Subscriber agrees not to:

Violate any applicable law or third-party right;
Store or process protected health information subject to HIPAA without a separate written agreement;
Attempt to gain unauthorized access to any system or data;
Resell or sublicense the Service to third parties;
Use the Service in connection with securities trading or any activity regulated by securities law;
Introduce malicious code into the Service;
Reverse engineer or attempt to derive source code from the Service.

3. Provisioning and Onboarding

Access to the Service is provisioned manually by the Company. Account setup, billing configuration, seat count, and plan assignment are completed by the Company at the time of onboarding. The Subscriber billing start date, seat count, and assigned plan are set by the Company and confirmed at provisioning.

4. Fees and Billing

4.1 Subscription Plans

The Service is offered under the following plans:

Pro: $39.00 per seat per month. Minimum 5 seats, maximum 25 seats. Includes core project management, time tracking, client portal, accounting integrations, invoicing, and AI features including health score explanations, AI help chat, and AI Project Planner. Organizations exceeding 25 active seats will be transitioned to Enterprise.
Enterprise: Custom pricing. Minimum 10 seats, no upper limit. Includes all Pro features plus AI project summaries, natural language project queries, predictive alerts, and automated status report drafts.

4.2 Seat Count

A Seat is one active internal User account. Deactivated users and client portal users do not count. Seat counts are managed by the Company.

4.3 AI Usage Billing

AI features are available on Pro and Enterprise plans. Subscribers may select a monthly AI usage cap or on-demand billing. AI usage billing activates at the start of the first full Billing Cycle following the trial period.

4.4 Free Trial

New accounts include a 14-day free trial. No charges are incurred during the trial. At the end of the trial, a prorated invoice is issued covering the remainder of the first Billing Cycle. Full monthly invoices are thereafter generated in advance on the billing cycle anchor date.

4.5 Billing in Advance

Subscriptions are billed in advance. Each invoice covers the upcoming Billing Cycle and is charged to the payment method on file.

4.6 Payment

All fees are in US dollars. The Subscriber authorizes the Company to charge the payment method on file. If payment fails, the Company may suspend access until payment is received.

4.7 Taxes

Fees do not include applicable taxes. The Subscriber is responsible for all applicable taxes excluding taxes on the Company net income.

4.8 Price Changes

The Company may modify pricing with at least 30 days written notice. Continued use after the effective date constitutes acceptance.

5. Term and Cancellation

5.1 Term

This Agreement commences on the date the Subscriber account is provisioned and continues month-to-month until terminated.

5.2 Cancellation by Subscriber

The Subscriber may cancel at any time by contacting support@pm-manifest.com. Cancellation takes effect at the end of the current paid Billing Cycle. Because subscriptions are billed in advance, no refunds are issued. The Subscriber retains full access through the end of the period already paid for.

5.3 Termination by Company

The Company may terminate or suspend access immediately if: (a) the Subscriber breaches any material term and fails to cure within 10 days of notice; (b) the Subscriber fails to pay any amount due for more than 10 days; or (c) the Subscriber engages in fraudulent, illegal, or abusive conduct.

5.4 Effect of Termination

Upon termination, access ceases at the end of the applicable access period. The Company retains Subscriber data for 90 days, after which it is permanently deleted. The Subscriber is responsible for exporting data prior to termination.

6. Data and Privacy

6.1 Subscriber Data

The Subscriber retains all right, title, and interest in its Content. The Company will not use or disclose Subscriber Content except as necessary to provide the Service or as required by law.

6.2 Data Export

The Subscriber may export project data in JSON or CSV format at any time during the Subscription term.

6.3 Privacy Policy

The Company Product Privacy Policy at www.pm-manifest.com/product-privacy is incorporated into this Agreement by reference.

6.4 Security

The Company implements industry-standard measures to protect Subscriber data. The Company does not guarantee that unauthorized access will never occur.

6.5 Data Retention

Subscriber data is retained for 90 days following account termination, after which it is permanently deleted. Audit logs may be retained for up to 2 years.

7. Intellectual Property

7.1 Company IP

The Service and all associated technology remain the exclusive property of the Company. This Agreement grants no ownership interest in the Service.

7.2 Feedback

The Company may use any feedback provided by the Subscriber without restriction or compensation.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s non-public information and to use it only for purposes of this Agreement. This obligation does not apply to information that is publicly known, was rightfully known before disclosure, is independently developed, or is required to be disclosed by law.

9. Warranties and Disclaimers

9.1 Company Warranty

The Company warrants it will provide the Service in a professional and workmanlike manner consistent with general industry standards.

9.2 Disclaimer

EXCEPT AS SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE. THE COMPANY TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY THE SUBSCRIBER IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Indemnification

The Subscriber agrees to indemnify and hold harmless the Company and its members, managers, employees, and agents from any claims, damages, losses, and expenses arising out of: (a) the Subscriber use of the Service; (b) the Subscriber Content; (c) the Subscriber breach of this Agreement; or (d) the Subscriber violation of any applicable law or third-party right.

12. Dispute Resolution

[TO BE DETERMINED WITH COUNSEL — This section will specify the agreed method of dispute resolution, including whether disputes will be resolved through binding arbitration, mediation, or litigation, the forum and venue, and any applicable rules or procedures. Governing law will be the State of Arizona.]

13. Governing Law

This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of law principles.

14. General Provisions

14.1 Entire Agreement. This Agreement, together with the Privacy Policy and any provisioning communications from the Company, constitutes the entire agreement between the parties.

14.2 Modifications. The Company may modify this Agreement with at least 30 days notice via email or in-app notification. Continued use after the effective date constitutes acceptance.

14.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and remaining provisions continue in full force.

14.4 Waiver. Failure to enforce any provision does not waive the right to enforce it in the future.

14.5 Assignment. The Subscriber may not assign this Agreement without prior written consent. The Company may assign in connection with a merger, acquisition, or asset sale.

14.6 Notices. Notices to the Company should be directed to support@pm-manifest.com. Legal notices to Bayceline Enterprises LLC may be sent to baycelinellc@gmail.com. Notices to the Subscriber will be sent to the email address on file.

14.7 Force Majeure. Neither party will be liable for failure or delay due to causes beyond its reasonable control including acts of God, pandemic, war, or government actions.

14.8 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15. Acceptance

By checking the acceptance box during account registration, the Subscriber acknowledges that it has read, understood, and agrees to be bound by this Subscriber Agreement. If accepting on behalf of a company or other legal entity, the Subscriber represents it has authority to bind that entity. Acceptance is recorded electronically including timestamp and IP address at the time of submission.