Customer Subscription Terms

1. Orders, authority, and agreement structure

1.1 Authority. The person accepting the Agreement represents that they are at least 18 years old and authorized to bind Customer. Customer is responsible for its Authorized Users and for all activity under its accounts.

1.2 Orders. An Order may be an online checkout record, an electronic order summary, or a signed Order Form. It identifies the subscribed Services, plan, pricing metric, committed minimum, billing cadence, start date, and initial term. If an Order conflicts with these Terms, the Order controls only for the specific commercial term it addresses. The DPA controls for conflicts about processing Customer Personal Data.

1.3 Definitions. Customer Data means data, content, instructions, configurations, documents, and personal information submitted to or accessed by the Services for Customer. Documentation means MambaHR documentation expressly designated as product documentation. Services means the MambaHR hosted platform and the features identified in an Order. Third-Party Services means products or services supplied by a party other than MambaHR, including payroll, employer-of-record, contractor-of-record, payment, identity, communication, or integration providers.

2. Services and access

2.1 Subscription right. During the applicable term, MambaHR grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s internal business operations, subject to the Agreement and the usage limits in the Order.

2.2 Administration. Customer will designate administrators, maintain accurate account information, approve appropriate access, and promptly disable access that is no longer authorized. MambaHR may rely on actions, approvals, rules, and instructions submitted by Customer’s administrators and Authorized Users.

2.3 Changes. MambaHR may improve or modify the Services. MambaHR will not materially reduce the core functionality purchased by Customer during a committed term without providing a substantially equivalent alternative. New features may be subject to additional terms or fees.

2.4 Support and availability. MambaHR will provide the support included in the Order. No service level, response time, implementation deadline, or uptime commitment applies unless expressly stated in the Order or a service level addendum.

2.5 Beta features. Preview, beta, pilot, and early-access features may be changed or discontinued at any time. They are provided as-is, may contain errors, and are excluded from service levels and warranties unless an Order expressly says otherwise.

3. Customer responsibilities and employment decisions

3.1 Lawful data and instructions. Customer represents that it has all rights, notices, consents, and legal bases needed for MambaHR and its subprocessors to access and process Customer Data and to follow Customer’s instructions. Customer is responsible for the accuracy, quality, and legality of Customer Data and for the systems from which Customer authorizes data access.

3.2 Customer remains the employer. Customer, not MambaHR, controls and is responsible for its workforce practices and every employment, compensation, promotion, hiring, discipline, leave, termination, reduction-in-force, benefits, tax, payroll, or compliance decision. MambaHR is not the employer, co-employer, fiduciary, law firm, tax advisor, benefits advisor, payroll provider, or insurer unless a separate written agreement expressly states otherwise.

3.3 Human review. Customer will use qualified human review before any decision or action that may have a legal or similarly significant effect on an applicant, employee, contractor, or other individual. Customer will not configure the Services to make a solely automated high-impact employment decision. Customer is responsible for required notices, impact assessments, bias audits, accommodations, appeal procedures, recordkeeping, and consultations with counsel.

3.4 Compliance information. Citations, checklists, calculations, policy language, jurisdictional guidance, and compliance content are informational tools. Laws and facts change. Customer must verify material outputs and obtain qualified legal, tax, payroll, or other professional advice when appropriate. Use of the Services does not create an attorney-client or professional advisory relationship.

3.5 Regulated data. Certain Services require regulated personal information to function, including government identifiers for Form I-9 and E-Verify and financial account details for payroll delivery. Customer will submit that information only through the supported product fields designed to receive it, and never through free-text fields, notes, messages, uploaded documents, or custom fields.

Unless an Order expressly authorizes a supported feature, Customer will not submit payment-card data, biometric identifiers, or protected health information subject to HIPAA. Customer may submit workforce data about minors only when lawful, necessary, and covered by appropriate notices and safeguards.

4. AI and automated features

4.1 Inputs and outputs. The Services may use artificial intelligence, machine learning, rules, and automated workflows to analyze Customer Data, generate content, recommend actions, or carry out Customer-configured tasks. Inputs and outputs are Customer Data as between the parties. Outputs may be inaccurate, incomplete, non-unique, or unsuitable for Customer’s specific facts.

4.2 Customer use. Customer is responsible for reviewing outputs, testing configurations, monitoring results, and deciding whether to use or act on an output. Detail, citations, or confident language do not guarantee accuracy. Customer will not represent that an AI-generated output was produced solely by a human when disclosure is required by law or reasonably necessary to avoid deception.

4.3 No generalized training. MambaHR will not use Customer Personal Data, prompts containing Customer Personal Data, or identifiable outputs to train or improve a model made available to other customers or the public unless Customer expressly agrees in writing. MambaHR may use de-identified and aggregated operational data that cannot reasonably identify Customer or an individual to secure, operate, measure, and improve the Services.

4.4 Provider controls. MambaHR may use AI providers as subprocessors under the DPA. MambaHR will configure those providers, where commercially available, not to use Customer Personal Data to train their general-purpose models.

5. Customer Data, privacy, and security

5.1 Ownership. Customer retains all right, title, and interest in Customer Data. Customer grants MambaHR a limited right to host, copy, transmit, transform, display, and otherwise process Customer Data only as needed to provide, secure, support, and improve the Services for Customer, comply with law, and follow Customer’s documented instructions.

5.2 Data processing. The DPA is incorporated into the Agreement and applies when MambaHR processes Customer Personal Data as a processor or service provider. MambaHR acts as a controller or business for account, billing, security, marketing, and relationship data it handles for its own purposes as described in the Privacy Policy.

5.3 Security. MambaHR will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Data, as further described in the DPA. No system is completely secure, and Customer remains responsible for account security, endpoint security, access approvals, and secure configuration of integrations.

5.4 Account incidents. Customer will notify MambaHR promptly of suspected unauthorized account access or credential compromise and will cooperate in reasonable containment steps. Customer is responsible for activity using valid Customer credentials unless caused by MambaHR’s breach of the Agreement.

5.5 Export and deletion. During the subscription and for 30 days after termination, Customer may request a standard export of Customer Data, subject to product capabilities and payment of undisputed fees. MambaHR will delete Customer Personal Data as described in the DPA, except for legal retention, security records, and backups deleted on their normal cycle.

6. Third-Party Services and customer-funded obligations

6.1 Separate providers. Third-Party Services are governed by the customer’s agreement with the applicable provider. MambaHR may facilitate configuration, data exchange, or access, but does not control and is not responsible for a Third-Party Service, its availability, its legal compliance, or its acts or omissions. A Third-Party Service may require Customer to accept additional terms directly with that provider.

6.2 Deel and similar workforce services. If Customer uses Deel or another provider for employer-of-record, contractor-of-record, payroll, payment, benefits, or related services, Customer must contract with and fund that provider as required by the provider agreement. Customer is the primary obligor for wages, taxes, deposits, reserves, benefits, expenses, termination costs, provider fees, and other customer-specific amounts.

6.3 No MambaHR financial backstop. MambaHR does not advance customer funds, extend credit, guarantee Customer’s obligations, act as a lender or money transmitter, or assume employment liabilities merely because MambaHR facilitates a workflow or integration. If Customer specifically authorizes MambaHR to collect funds for remittance, MambaHR is responsible only for cleared funds actually received and not remitted, plus MambaHR’s own separately stated fees and obligations caused by MambaHR’s own breach or misconduct.

6.4 Customer cooperation. Customer will provide accurate information, approvals, and cleared funds by the deadlines required for a Third-Party Service. MambaHR may suspend an affected integration or workflow if funds, approvals, or required provider agreements are missing.

7. Acceptable use

Customer and its Authorized Users will not:

• Use the Services unlawfully, deceptively, discriminatorily, or to violate employment, labor, privacy, intellectual property, export, sanctions, or other applicable law.
• Use an output as the sole basis for a high-impact employment decision or bypass a required human approval.
• Access another customer’s data, defeat access controls, probe vulnerabilities without written authorization, introduce malicious code, or interfere with the Services.
• Reverse engineer, scrape, copy, benchmark for publication, or use the Services to build a competing product, except to the extent a restriction is prohibited by law.
• Sell, sublicense, share, or provide account access to an unauthorized third party, or use the Services for a third party other than an authorized Customer affiliate listed in an Order.
• Submit data Customer lacks the right to process or data prohibited by Section 3.5, or use the Services to generate unlawful surveillance, harassment, retaliation, or discrimination.
• Exceed documented usage limits or use automated methods that materially degrade the Services.

MambaHR may investigate suspected misuse and suspend affected access when reasonably necessary to protect people, data, the Services, or MambaHR’s legal obligations. When practicable, MambaHR will provide notice and limit a suspension to the affected user, feature, or data.

8. Fees, billing, and subscription commitments

8.1 Committed term. Each paid Order has an initial subscription term of 12, 24, or 36 months, as selected in the Order. Except for termination rights expressly stated in the Agreement, subscriptions are non-cancelable during the committed term and fees are non-refundable.

8.2 Fees and billing. Customer will pay the fees, minimum commitments, and billing cadence shown in the Order. Unless the Order says otherwise, annual fees are invoiced in advance and due upon receipt for online purchases or within 15 days for invoices. Customer authorizes MambaHR and its payment processor to charge the payment method on file for amounts due.

8.3 Employee or usage counts. If pricing is based on employees, workers, accounts, transactions, or usage, MambaHR may measure the applicable count using the Services. Fees may increase during a term when Customer exceeds the committed count or adds Services. A decrease does not reduce the committed minimum during the current term unless the Order says otherwise.

8.4 Taxes and third-party charges. Fees exclude taxes, levies, duties, and Third-Party Service charges. Customer is responsible for customer-specific taxes and Third-Party Service amounts, excluding taxes based on MambaHR’s net income. Customer will provide a valid exemption certificate before invoicing if applicable.

8.5 Late payment. Undisputed overdue amounts may accrue interest at 1.5 percent per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs. MambaHR may suspend Services after giving at least 10 days’ notice of an undisputed overdue amount. Customer must dispute an invoice in good faith within 30 days after receipt and timely pay the undisputed portion.

8.6 Promotions. Trial, free, promotional, and founding-customer pricing applies only as stated in the Order and does not reduce customer-funded Third-Party Service obligations. Unless the Order says otherwise, discounts expire at the end of the stated promotional period and standard pricing applies at renewal.

8.7 Renewal pricing. MambaHR may change subscription pricing for a renewal term by giving at least 60 days’ notice before renewal. Price changes based on increased usage, added Services, taxes, or Third-Party Service costs may take effect when the change occurs.

9. Free trials

9.1 Trial scope. A free trial begins and ends on the dates shown in the trial Order. No fee is charged and the trial does not convert to a paid subscription unless Customer separately selects a paid plan and affirmatively accepts the paid Order, including its term and price.

9.2 Trial limitations. Trial Services are for evaluation. Unless MambaHR expressly approves otherwise in writing, Customer will not use a trial to run live payroll, send binding employment notices, execute a termination or reduction in force, move funds, or take another irreversible or high-impact employment action. Trial Services are provided as-is without service levels, support commitments, warranties, or data-retention commitments beyond those required by law and the DPA.

9.3 Trial termination and liability. Either party may end a trial at any time. To the maximum extent permitted by law, MambaHR’s aggregate liability arising from free Services is limited to USD 100.

10. Term, renewal, suspension, and termination

10.1 Renewal. After the initial term, a paid subscription automatically renews for successive 12-month terms unless an Order states a different renewal period or either party gives notice of non-renewal at least 30 days before the current term ends.

10.2 Termination for breach. Either party may terminate an affected Order if the other party materially breaches the Agreement and does not cure the breach within 30 days after written notice. For nonpayment, the cure period is 10 days. A party may terminate immediately if the other party becomes insolvent, ceases business, or breaches law in a way that makes continued performance unlawful.

10.3 MambaHR suspension. MambaHR may suspend access as permitted by Sections 7 and 8 or when continued use poses a material security or legal risk. MambaHR will use reasonable efforts to notify Customer and restore access after the cause is resolved.

10.4 Effect. Upon expiration or termination, access ends and outstanding amounts become due. If Customer terminates for MambaHR’s uncured material breach, MambaHR will refund prepaid subscription fees covering the unused period after termination. If MambaHR terminates for Customer’s uncured breach, remaining committed fees become due to the extent permitted by law. Provisions that by their nature should survive will survive, including payment, confidentiality, intellectual property, indemnity, liability, dispute, and data-return provisions.

11. Confidentiality

11.1 Confidential Information means nonpublic information disclosed by one party that is identified as confidential or should reasonably be understood as confidential, including Customer Data, product plans, security information, pricing, and business information. It does not include information that the recipient can document was lawfully known without restriction, independently developed, received lawfully from another source, or made public without breach.

11.2 The recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it with at least reasonable care, and disclose it only to personnel, contractors, advisors, and subprocessors who need it and are bound by confidentiality obligations. A legally required disclosure is permitted if the recipient provides notice when lawful and reasonably assists with protective measures.

12. Intellectual property and feedback

12.1 MambaHR owns the Services, Documentation, underlying technology, models, workflows, templates, designs, and all improvements, excluding Customer Data. No rights are granted except the subscription right expressly stated in the Agreement.

12.2 Feedback. Customer may provide feedback voluntarily. MambaHR may use feedback without restriction or payment, provided MambaHR does not identify Customer or disclose Customer Confidential Information without consent.

12.3 Publicity. MambaHR may not use Customer’s name, logo, testimonial, or case study publicly without Customer’s prior written consent.

13. Limited warranty and disclaimers

13.1 Paid-service warranty. MambaHR warrants that, during a paid term, the Services will perform materially in accordance with the Documentation and MambaHR will provide any professional services in a professional and workmanlike manner. Customer must notify MambaHR of a material nonconformity promptly. MambaHR’s obligation is to correct or reperform the affected Service. If MambaHR cannot do so within a reasonable period, Customer may terminate the affected Order and receive the refund described in Section 10.4.

13.2 Disclaimers. Except for the express warranty above, the Services, trials, beta features, AI outputs, compliance content, and Third-Party Services are provided as-is and as-available. To the maximum extent permitted by law, MambaHR disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing. MambaHR does not warrant uninterrupted or error-free operation, that an output or legal citation is complete or current, or that use of the Services will ensure compliance or a particular employment outcome.

13.3 Marketing and roadmap. Demonstrations, marketing statements, estimates, illustrations, roadmaps, and descriptions of planned features are not warranties or commitments unless expressly included in an Order.

14. Indemnification

14.1 MambaHR IP indemnity. MambaHR will defend Customer against a third-party claim that the paid Services, when used as permitted, infringe a United States patent, copyright, or trademark, and will pay resulting damages finally awarded or settlements approved by MambaHR. MambaHR has no obligation for claims caused by Customer Data, Third-Party Services, Customer instructions, unauthorized changes, combinations not supplied by MambaHR, continued use after notice, or use outside the Agreement. MambaHR may modify or replace the affected Service or terminate it and refund prepaid fees for the unused period.

14.2 Customer indemnity. Customer will defend MambaHR against third-party claims arising from Customer Data, Customer’s workforce practices or employment decisions, Customer’s violation of law or third-party rights, Customer’s instructions or configurations, Customer’s use of a Third-Party Service, or Customer’s breach of Sections 3, 6, or 7. Customer will pay resulting damages finally awarded or settlements approved by Customer.

14.3 Process. The indemnified party must provide prompt notice, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without its consent, not to be unreasonably withheld.

15. Limitation of liability

15.1 Excluded damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or business opportunity, even if advised of the possibility.

15.2 General cap. Except as stated below, each party’s total aggregate liability arising from the Agreement will not exceed the subscription fees paid or payable to MambaHR under the affected Order during the 12 months before the event giving rise to liability.

15.3 Enhanced cap. MambaHR’s aggregate liability for breach of confidentiality, the DPA, or its IP indemnity will not exceed two times the amount described in Section 15.2.

15.4 Exclusions from caps. The caps do not limit Customer’s payment obligations, either party’s fraud, gross negligence, or willful misconduct, Customer’s breach of Section 7 or misuse of MambaHR intellectual property, or liabilities that cannot lawfully be limited. The free-trial cap in Section 9.3 applies to free Services.

15.5 Allocation of risk. The fees reflect this allocation of risk. These limitations apply across all legal theories and in the aggregate, not per claim.

16. General terms

16.1 Changes to online terms. MambaHR may update online terms to address law, security, abuse, or new features. A materially adverse change will not apply to a current paid term until renewal unless required by law. MambaHR will provide reasonable notice of material changes.

16.2 Assignment. Neither party may assign the Agreement without the other party’s consent, except to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the Agreement. Customer may not assign to a direct competitor of MambaHR without consent.

16.3 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, except Customer’s payment obligations for Services already provided.

16.4 Notices. Operational notices may be sent through the Services or to account contacts. Legal notices must be sent by email to hello@mambahr.com and by nationally recognized courier to MambaHR, Inc., 131 Continental Drive, Suite 305, Newark, Delaware 19713, with a copy to the other party’s legal contact stated in the Order. Notice is effective on confirmed delivery.

16.5 Export and sanctions. Each party will comply with applicable export-control and sanctions laws. Customer represents that it and its Authorized Users are not prohibited parties and will not use the Services in an embargoed jurisdiction contrary to law.

16.6 Governing law and venue. California law governs the Agreement without regard to conflict rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction. Each party waives trial by jury to the extent permitted by law. Either party may seek urgent equitable relief in any court with jurisdiction to protect data, confidentiality, or intellectual property.

16.7 Entire agreement. The Agreement is the complete agreement about the Services and supersedes prior proposals and discussions. Customer purchase-order terms do not apply. Waivers must be in writing. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective. The parties are independent contractors; no partnership, agency, fiduciary, employment, or joint venture relationship is created.

Questions about these Terms may be sent to hello@mambahr.com.