Minaka Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and Minaka (“Minaka,” “we,” “us,” or “our”) and govern your access to and use of the Minaka venue and event management platform and related services (the “Service”). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Definitions

• “Service” — the Minaka platform, websites, mobile experiences, APIs, and associated software and documentation.
• “Customer,” “you,” or “your” — the individual or entity that registers for or uses the Service.
• “Authorized User” — a team member, staff member, or other person you invite to access the Service under your account.
• “Subscription” — your right to access the Service under a selected pricing tier.
• “Venue” — the event venue, hotel, restaurant, hospitality group, or similar business that you manage using the Service.
• “Client Data” — any data, content, or information you (or your Authorized Users) upload, submit, generate, or transmit through the Service, including data about your clients and events.
• “Payment Processor” — Stripe, Inc., which processes payments and powers payouts through the Service.
• “AI Features” — features that use artificial intelligence or machine learning to generate suggestions, drafts, summaries, or other output.
• “Marketing Integrations” — optional connections between the Service and third-party advertising or business-listing platforms (e.g., Meta, Google).

2. Account Registration

2.1 Account Creation

You must register for an account with accurate, current, and complete information and keep that information up to date.

2.2 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.

2.3 Account Security

You are responsible for safeguarding your credentials and for all activity that occurs under your account. The Service may use one-time codes sent by SMS or email to verify your identity, so you must keep your phone number and email address current. Notify us immediately at hello@minaka.app if you suspect unauthorized access.

3. Subscription Plans & Pricing

3.1 Pricing Tiers

Minaka offers tiered subscriptions. Current plans, fees, and included features are described on www.minaka.app and within the Service. Pricing is incorporated into these Terms by reference.

3.2 Transaction & Platform Fees

Depending on your plan, Minaka may charge platform or transaction fees on payments processed through the Service. These fees are in addition to fees charged by our Payment Processor (Stripe) and are described in the Service and at www.minaka.app.

3.3 Billing & Renewal

Subscriptions are billed in advance on a recurring basis (monthly or annually, as you select) and automatically renew until cancelled. You authorize us to charge the payment method on file for all applicable fees and taxes.

3.4 Price Changes

We may change pricing for new or renewing Subscriptions on at least 30 days' notice. Changes do not affect the current paid Subscription term.

3.5 Taxes

Fees do not include taxes. You are responsible for any applicable sales, use, VAT, or similar taxes, except for taxes based on our net income.

3.6 Refunds

Except as required by law or stated in our Refund Policy, all fees are non-refundable.

4. Payments & Money Movement

4.1 Payment Processing

Payments collected through the Service are processed by our Payment Processor, Stripe. To accept payments, you must create and connect a Stripe account and agree to Stripe's Connected Account Agreement and applicable terms. Minaka is not a bank, payment processor, money transmitter, or money-services business, and does not hold, transmit, or take custody of funds. Funds are settled by Stripe directly to your connected account.

4.2 Fees

Depending on your plan, Minaka may charge platform or transaction fees on payments processed through the Service. These are in addition to fees charged by Stripe. Stripe's fees and payout timing are governed by your agreement with Stripe.

4.3 Bank Debits (ACH)

Where you or your clients choose to pay by bank debit (ACH), the authorization captured through the Service permits the originator to debit the specified account for the amounts and on the schedule presented at the time of authorization. ACH payments are subject to NACHA rules and may be returned or reversed in accordance with those rules.

4.4 Card Authorizations & Holds

The Service may place authorization holds on a payment card to confirm validity or to secure a deposit or incidental amount. Holds are not charges; the available balance on the card may be temporarily reduced until the hold is captured or released.

4.5 Your Clients' Payments

You are solely responsible for the terms of sale, pricing, taxes, deposits, cancellations, refunds, and chargebacks between you and your clients. Minaka is not a party to those transactions and is not responsible for resolving disputes between you and your clients or your clients' payment providers.

5. Use of the Service

5.1 Acceptable Use

You agree not to:

• Use the Service in violation of law or these Terms
• Reverse engineer, decompile, or attempt to extract source code, except where permitted by law
• Resell, sublicense, or white-label the Service except as expressly permitted by your plan
• Use the Service to send spam, unsolicited messages, or content that infringes others' rights
• Send messages without required recipient consent, or in violation of the TCPA, CAN-SPAM, or applicable carrier and A2P messaging rules
• Use AI Features to generate unlawful, infringing, or deceptive content
• Violate the rules of any payment network or connected third-party platform
• Attempt to circumvent security, rate limits, access controls, or usage quotas
• Upload malware, viruses, or other harmful code
• Use the Service to compete with us or to build a competing product

5.2 Your Customers and Guests

You are responsible for the lawful collection, use, and storage of Client Data, including obtaining any consents required to share Client Data with us. You are responsible for the conduct of your Authorized Users and team members.

6. Electronic Signatures & Contracts

The Service includes tools to create, send, sign, and store contracts and other documents electronically. By using these tools, you and your Authorized Users consent to transact electronically and agree that electronic signatures, records, and contracts have the same legal effect as handwritten signatures and paper records, to the fullest extent permitted by the U.S. ESIGN Act, UETA, and similar laws.

You are responsible for the content, accuracy, and legal validity of any contract or document you create or send through the Service. Any templates we provide are for convenience only and are not legal advice. Minaka is not a party to contracts between you and your clients, Authorized Users, or any third party.

7. Communications — Email & SMS

7.1 Service Communications

By creating an account, you agree to receive transactional and administrative messages from us by email and SMS, including verification codes, receipts, security alerts, and account notices. These are part of the Service, and you cannot opt out of essential transactional messages while you maintain an account.

7.2 Messages You Send

The Service lets you send email and SMS messages to your clients, prospects, and Authorized Users. You are solely responsible for the content of those messages and for obtaining any consent required by law (including the TCPA, CAN-SPAM, and applicable carrier and A2P messaging rules) before sending them. You must honor opt-out requests (such as “STOP” replies) and must not use the Service to send unlawful, deceptive, or unsolicited messages.

8. AI Features

The Service includes AI Features powered by us and by third-party AI providers (currently Anthropic and OpenAI). AI Features may generate suggestions, drafts, summaries, lead-nurturing messages, or extract information from documents you provide.

AI output is provided “as is,” may be inaccurate or incomplete, and is not professional advice. You are responsible for reviewing AI output before relying on or acting on it. To deliver AI Features, relevant inputs may be transmitted to our AI providers and processed under their terms. We do not permit your Client Data to be used to train third-party AI models for other customers.

9. Marketing Integrations & Connected Accounts

The Service offers optional Marketing Integrations that let you connect third-party advertising and business-listing accounts (such as Meta Ads, Google Business Profile, and Google Ads). When you connect an account, you authorize Minaka to access and act on that account on your behalf as needed to provide the features you enable.

Your use of each connected platform remains governed by that platform's own terms and policies, and you are responsible for all advertising spend, which is billed to you directly by the platform, and for the content and compliance of your campaigns and listings. Minaka is not responsible for a platform's decisions, including ad disapprovals, account suspensions, billing, or performance.

10. Client Data & Privacy

10.1 Ownership

You retain all rights to Client Data. You grant Minaka a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, modify, and process Client Data solely as necessary to provide and improve the Service.

10.2 Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

10.3 Aggregated Data

We may use aggregated, de-identified data derived from your use of the Service to operate, secure, and improve the Service. This data does not identify you, your Venue, or your clients.

10.4 Backups & Export

We maintain reasonable backups, but you are responsible for maintaining your own export or copy of Client Data. You can export your data at any time while your account is active.

11. Third-Party Services

The Service relies on and integrates with third-party services, including Stripe (payments and payouts), Twilio (SMS), Resend (email), Supabase (hosting, database, authentication, and storage), Anthropic and OpenAI (AI Features), Google and Meta (calendar and Marketing Integrations), and error-monitoring and analytics providers. Your use of those services is governed by their own terms and privacy policies. We are not responsible for the availability, accuracy, content, or practices of third-party services.

12. Intellectual Property

12.1 Our IP

The Service, including all software, designs, text, graphics, and trademarks, is owned by Minaka or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms during the term of your Subscription.

12.2 Feedback

If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

12.3 Trademarks

“Minaka,” our logos, and our product names are our trademarks. You may not use them without our prior written permission, except as part of a public statement that you use the Service.

13. Suspension & Termination

13.1 By You

You may cancel your Subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period; fees already paid are not refunded except as stated in our Refund Policy or required by law.

13.2 By Us

We may suspend or terminate your access to the Service, with or without notice, if:

• You materially breach these Terms
• We are required to do so by law
• Your account poses a security or legal risk to us or others
• Your Subscription fees are unpaid after a reasonable cure period

13.3 Effect of Termination

Upon termination, your right to use the Service ends. We will make Client Data available for export for a limited period (typically 30 days) before deletion, except where retention is required by law.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINAKA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

Minaka is a software provider only. We are not a law firm, accounting, payroll, tax, or financial advisor, payment processor, bank, or money transmitter. Contract templates, e-signature tools, AI output, financial reports, and similar features are provided for convenience and are not legal, financial, tax, or professional advice. You are responsible for your own legal and regulatory compliance.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT WILL MINAKA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• MINAKA'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD $100, WHICHEVER IS GREATER.

These limitations apply to the fullest extent permitted by law and survive termination of these Terms.

16. Indemnification

You agree to defend, indemnify, and hold harmless Minaka and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

• Your Client Data
• Your use of the Service
• Your breach of these Terms
• Your violation of any law or third-party right
• Your contracts and transactions with your clients and Authorized Users
• Your collection of payments and handling of refunds, deposits, and chargebacks
• Your email, SMS, and marketing activity conducted through the Service
• Your connected third-party accounts and advertising campaigns

17. Governing Law & Disputes

These Terms are governed by the laws of the state where Minaka maintains its principal place of business, without regard to conflict-of-laws principles. The exclusive jurisdiction and venue for disputes arising out of these Terms will be the state and federal courts located in that state, and the parties consent to personal jurisdiction in those courts.

Before filing a formal claim, you agree to first try to resolve the dispute informally by emailing hello@minaka.app. We will attempt to resolve the dispute within 60 days.

18. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last Updated” date and, where appropriate, notify you by email or in-product notice. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

19. Miscellaneous

• Entire Agreement. These Terms, the Privacy Policy, the Refund Policy, and any plan-specific terms constitute the entire agreement between you and Minaka regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.
• No Waiver. Our failure to enforce a provision is not a waiver of that provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
• Notices. We may send notices to the email address associated with your account; you may send notices to hello@minaka.app.

20. Contact

Minaka
Email: hello@minaka.app
Web: www.minaka.app