Terms and Conditions
MINDA LLC (d/b/a "MINDA") · 3403 NW 82 AVE STE 300, Miami, FL 33122, United States contact@getminda.com · getminda.com Effective Date: May 5, 2026 · Last Updated: August 5, 2026
1. Introduction and Acceptance
Welcome to MINDA. These Terms and Conditions (the "Terms") govern your use of the website getminda.com, including the interactive demo at getminda.com/demo and the diagnostic at score.getminda.com (together, the "Website"), and any services provided by MINDA LLC, a Florida limited liability company doing business as "MINDA" ("MINDA," "we," "us," or "our").
By accessing the Website, requesting a quote, signing a proposal, or engaging MINDA for any service, you ("you," "Client," or "your") agree to be bound by these Terms. If you do not agree, please do not use the Website or our services.
These Terms apply to all visitors, prospective clients, and clients of MINDA, unless superseded by a separately signed agreement between you and MINDA.
2. Definitions
- "Services" means the operational and financial intelligence services MINDA provides, including the design, implementation, and operation of business command centers built on top of the Client's existing systems, data integrations and cross-checks, automated alerts and reporting, AI-powered analysis, and related implementation, onboarding, and advisory services.
- "Command Center" means the MINDA software interface provided to the Client, presented under the Client's brand and operated by MINDA as a subscription service.
- "Deliverables" means any command centers, automations, workflows, integrations, dashboards, code, documentation, configurations, prompts, or other materials produced by MINDA for the Client.
- "Third-Party Platforms" means any external software, services, or APIs used in connection with the Services, including but not limited to the Client's ERP and accounting systems (such as Komet Sales and QuickBooks), Supabase, Vercel, n8n, Twilio, Meta (WhatsApp), Google, Microsoft, Stripe, Anthropic, OpenAI, and similar providers.
- "Engagement" means a specific scope of Services defined in a written proposal, statement of work, or invoice accepted by the Client.
3. Services Provided
MINDA provides operational and financial intelligence services for businesses, including:
- Business Command Centers built on top of the Client's existing ERP, accounting, and operational systems, presented under the Client's brand
- Data integration and automated cross-checks that surface financial signals (such as unassigned revenue, credit exposure, customer churn risk, margin and commission analysis)
- Automated alerts, reporting, and messaging (including WhatsApp, subject to the Client's opt-in and applicable platform rules)
- AI-powered analysis and insights using services such as the Anthropic Claude API
- Implementation, onboarding, and ongoing operation of the above as a subscription service
- Consulting and advisory related to the Services
The specific scope of any Engagement will be set forth in a written proposal or statement of work agreed to by both parties.
4. Engagement and Project Scope
4.1 Proposals. Each Engagement begins with a written proposal that describes the scope of work, deliverables, timeline, and fees. The proposal becomes binding once accepted by the Client in writing (including by email) and the initial payment has been received.
4.2 Changes to Scope. Any modifications, additions, or removals from the agreed scope must be requested in writing and may result in adjusted fees and timelines. MINDA is not obligated to perform work outside the agreed scope without a written change order.
4.3 Client Cooperation. Timely delivery depends on the Client's cooperation, including the timely provision of access to systems, credentials, data, decisions, and approvals. Delays caused by the Client will extend MINDA's delivery dates without penalty.
5. Fees, Payment Terms, and Refund Policy
5.1 Pricing. Fees are stated in U.S. Dollars (USD) and are exclusive of any applicable taxes, which are the Client's responsibility.
5.2 Payment Schedule. Unless otherwise agreed in writing:
- For Command Center Engagements: a one-time setup fee is due upfront before MINDA begins work, and the monthly subscription fee is due on the first (1st) day of each service month, in advance.
- For project-based Engagements: 50% of the total fee is due upfront before MINDA begins work, and the remaining 50% is due upon delivery of the agreed deliverables.
5.3 Minimum Commitment. Command Center subscriptions carry the minimum commitment period stated in the applicable proposal (typically six (6) months). Early termination by the Client does not release the Client from the fees corresponding to the minimum commitment.
5.4 Founding Client Pricing. Where the proposal designates the Client as a Founding Client, the subscription price is locked for twelve (12) months from the start of service, in exchange for the Client's reasonable cooperation with feedback sessions, a case study, and serving as a reference, as described in the proposal. Founding pricing is limited and may be withdrawn for new clients at any time.
5.5 Accepted Payment Methods. ACH transfer, wire transfer, Zelle, and credit card (subject to a 3% processing fee).
5.6 Late Payments. Invoices not paid within 15 calendar days of their due date may result in immediate suspension of services. Invoices unpaid after 30 days will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by Florida law, whichever is lower, and may be referred to collections at the Client's expense.
5.7 No Refunds. Once work has begun on an Engagement, all fees paid are non-refundable. This includes, without limitation, setup fees, the initial 50% deposit on project-based work, monthly subscription fees for the month already initiated, and any milestone payments. This policy applies regardless of the reason for termination, including Client dissatisfaction, change of business priorities, or termination by the Client.
5.8 Reimbursable Expenses. The Client is responsible for paying directly, or reimbursing MINDA for, any third-party costs incurred in connection with the Services, including platform subscriptions, API usage fees, messaging fees, and AI model consumption fees, where stated in the proposal.
6. Client Responsibilities
By engaging MINDA, the Client agrees to:
- Provide accurate, complete, and timely information necessary to perform the Services.
- Maintain valid subscriptions to any Third-Party Platforms required by the Engagement (including the Client's own ERP and accounting systems).
- Provide MINDA with the system access and API credentials needed to perform the Services, delivered exclusively through secure channels designated by MINDA (never in plain text over email or chat), and maintain the security of credentials on the Client's side.
- Ensure that the Client has the legal right to provide MINDA with all data, content, and access supplied for the purpose of performing the Services, including any personal data of the Client's own customers.
- Maintain its own backups of business-critical data.
- Comply with all applicable laws and regulations in its use of the Deliverables.
7. Acceptable Use
The Client agrees not to use any Services or Deliverables provided by MINDA for any unlawful, harmful, or unethical purpose, including but not limited to:
- Activities that violate any federal, state, or local law or regulation
- Sending unsolicited communications (spam) in violation of CAN-SPAM, TCPA, GDPR, or other anti-spam laws
- Collecting, processing, or transmitting personal data without proper legal basis or consent
- Harassment, defamation, fraud, or impersonation
- Distribution of malware, viruses, or other malicious code
- Infringement of intellectual property, privacy, or other third-party rights
- Use in industries or for purposes that violate the terms of service of any Third-Party Platform involved
MINDA reserves the right to refuse, suspend, or terminate Services if it has reasonable grounds to believe the Client is violating this Section, without refund.
8. Intellectual Property
8.1 Client Data. The Client retains all right, title, and interest in and to its data, content, customer information, and other materials provided to MINDA ("Client Data"). MINDA receives only a limited license to use Client Data as necessary to perform the Services.
8.2 MINDA's Pre-Existing IP. MINDA's pre-existing methodologies, frameworks, templates, code libraries, prompt patterns, internal tools, multi-tenant platform, and know-how remain the exclusive property of MINDA. Nothing in these Terms transfers ownership of MINDA's pre-existing intellectual property to the Client.
8.3 Deliverables. Unless otherwise expressly agreed in writing, MINDA retains ownership of all Deliverables, including the underlying architecture, code, automations, and configurations created during the Engagement. Upon full payment of all amounts owed under the applicable Engagement, MINDA grants the Client a non-exclusive, non-transferable, royalty-free license to use the Deliverables for the Client's internal business operations for the duration of the Engagement, and perpetually for any Deliverables designated as owned outputs in the proposal.
8.4 Restrictions. The Client may not resell, sublicense, redistribute, or commercially exploit the Deliverables, nor remove proprietary notices, nor use the Deliverables to develop competing services.
8.5 Portfolio Rights. MINDA may reference the Client's name and a general description of the work performed (excluding confidential information) in marketing materials, case studies, and portfolio displays, unless the Client requests otherwise in writing.
8.6 Feedback. Any suggestions, ideas, or improvements proposed by the Client regarding MINDA's Services or Deliverables may be used by MINDA without restriction or compensation.
9. Confidentiality
9.1 Mutual Confidentiality. Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Neither party will disclose the other's Confidential Information to any third party or use it for any purpose other than performing under these Terms.
9.2 Duration. This obligation continues for three (3) years after the conclusion of the Engagement.
9.3 Client's Specific Obligations. The Client acknowledges that MINDA's pricing, methodologies, internal documentation, architectures, prompts, templates, and strategies are Confidential Information and shall not be shared with competitors of MINDA or with current or future automation or software providers without MINDA's prior written consent.
9.4 Exceptions. Confidential Information does not include information that is publicly known through no fault of the receiving party, lawfully received from a third party without confidentiality obligations, independently developed by the receiving party, or required to be disclosed by law or court order.
10. Data Processing and Security
10.1 Service Provider Role. In performing the Services, MINDA processes Client Data — which may include personal data of the Client's own customers, suppliers, and employees — solely as a service provider acting on the Client's documented instructions, and solely to provide the Services. MINDA does not sell Client Data and does not use it for any purpose other than the Engagement.
10.2 Client Warranties. The Client warrants that it has the legal right and any required consents or legal bases to provide Client Data to MINDA for processing as described in these Terms.
10.3 Security Measures. MINDA maintains technical and organizational security measures appropriate to the nature of the data, including encryption of data in transit, role-based access controls, per-client (tenant) data isolation, secure credential management in encrypted stores, and monitoring of data pipelines.
10.4 Subprocessors. MINDA uses Third-Party Platforms (including hosting, database, communications, and AI processing providers such as those listed in Section 2) as subprocessors to deliver the Services. MINDA remains responsible for its subprocessors' handling of Client Data in connection with the Services.
10.5 Incident Notice. MINDA will notify the Client without undue delay upon becoming aware of a confirmed breach of security affecting the Client's Data, and will provide reasonable cooperation in the Client's response.
10.6 Return and Deletion. Upon termination of an Engagement and the Client's written request, MINDA will return or delete the Client Data in its possession within thirty (30) days, except for copies retained as required by law or standard backup cycles, which remain protected under these Terms until deleted.
11. Third-Party Services
11.1 Reliance on Third-Party Platforms. MINDA's Services rely on Third-Party Platforms over which MINDA has no control, including the Client's own ERP and accounting systems and the platforms listed in Section 2.
11.2 No Responsibility for Third-Party Changes. MINDA is not responsible for: changes to a Third-Party Platform's API, terms of service, pricing, or feature availability; discontinuation or deprecation of any Third-Party Platform; outages, errors, security incidents, or downtime of any Third-Party Platform; or data loss, breaches, or service interruptions originating from a Third-Party Platform.
11.3 Client's Third-Party Costs. The Client is solely responsible for all subscription fees, usage charges, API consumption fees, and messaging or AI model costs charged by Third-Party Platforms, except where the proposal expressly states that MINDA covers them.
11.4 Third-Party Terms. The Client must independently agree to and comply with the terms of service of any Third-Party Platform used in connection with the Services.
12. Disclaimers and Limitation of Liability
12.1 As-Is. THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MINDA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2 No Guarantee of Uptime or Results. Automated systems may experience errors, downtime, or unexpected behavior caused by Third-Party Platform changes, API modifications, network issues, or other technical factors. MINDA does not guarantee any specific uptime, performance level, business outcome, return on investment, increase in revenue, or reduction in cost.
12.3 Demo and Diagnostic. The interactive demo on the Website uses fictional companies and simulated data. Figures shown on the Website (including examples of findings such as recovered revenue or credit exposure) are illustrative — some are drawn from real, anonymized production results and others are simulated — and do not constitute a promise of specific results for any business. The diagnostic at score.getminda.com provides a general informational assessment based on the answers submitted and does not constitute financial, accounting, legal, or tax advice.
12.4 AI Output. AI-powered features may produce inaccurate, incomplete, biased, or misleading results. The Client is responsible for reviewing and validating all AI-generated outputs before acting on them.
12.5 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: MINDA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MINDA'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO MINDA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.6 No Legal, Tax, or Financial Advice. Nothing provided by MINDA shall be construed as legal, tax, accounting, or financial advice.
13. Indemnification
The Client agrees to defend, indemnify, and hold harmless MINDA, its members, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use of the Services or Deliverables; (b) the Client's breach of these Terms; (c) the Client's violation of any law or third-party right; (d) any inaccurate or unlawful data provided by the Client; or (e) any claim brought by the Client's employees, customers, partners, or regulators concerning the Client's business.
14. Term and Termination
14.1 Term. These Terms apply for as long as you use the Website or engage MINDA for any Services.
14.2 Termination for Convenience. Either party may terminate an ongoing Engagement upon thirty (30) days' written notice to the other party, subject to any minimum commitment set forth in the applicable proposal.
14.3 Termination for Cause by MINDA. MINDA may terminate any Engagement immediately and without refund if the Client: (a) fails to make timely payment; (b) breaches these Terms; (c) engages in abusive, threatening, or unlawful conduct; or (d) uses the Services in violation of Section 7 (Acceptable Use).
14.4 Effect of Termination. Upon termination: (a) all unpaid fees become immediately due; (b) MINDA may remove its access to the Client's systems; (c) the Client retains a license only to those Deliverables fully paid for; (d) Client Data is handled as described in Section 10.6; and (e) the obligations under Sections 5.7, 8, 9, 10, 12, 13, and 16 will survive.
15. Modifications to These Terms
MINDA reserves the right to update or modify these Terms at any time. Material changes will be communicated by posting the updated Terms on the Website and, where appropriate, by email to active clients at least thirty (30) days before they take effect. Continued use of the Website or Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.
16. Governing Law and Dispute Resolution
16.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict-of-laws principles.
16.2 Informal Resolution. Before initiating any legal action, the parties agree to attempt in good faith to resolve any dispute through written communication and, if needed, mediation in Miami-Dade County, Florida, for at least thirty (30) days.
16.3 Venue. Any dispute not resolved informally shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Each party consents to the personal jurisdiction of those courts.
16.4 Attorneys' Fees. In any dispute arising out of or related to these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
16.5 Class Action Waiver. Any dispute shall be brought on an individual basis only. You waive any right to participate in any class, collective, or representative action against MINDA.
16.6 Jury Trial Waiver. To the maximum extent permitted by law, each party waives the right to a trial by jury in any action arising out of these Terms.
17. General Provisions
17.1 Independent Contractor. MINDA is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
17.2 Entire Agreement. These Terms, together with any signed proposal or statement of work, constitute the entire agreement between you and MINDA regarding the subject matter and supersede any prior or contemporaneous understandings.
17.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force.
17.4 Waiver. No failure or delay by MINDA in enforcing any right under these Terms constitutes a waiver of that right.
17.5 Assignment. The Client may not assign or transfer rights or obligations under these Terms without MINDA's prior written consent. MINDA may assign these Terms to any successor or affiliate.
17.6 Notices. Notices to MINDA shall be sent to contact@getminda.com. Notices to the Client shall be sent to the email address on file. Notices are effective upon delivery.
17.7 Force Majeure. Neither party will be liable for delays or failures caused by events beyond reasonable control, including natural disasters, internet outages, governmental actions, or changes to Third-Party Platforms.
17.8 Electronic Acceptance. Acceptance of these Terms by clicking, signing electronically, or proceeding with payment carries the same legal effect as a handwritten signature.
18. Contact
For any questions about these Terms, please contact us at:
MINDA LLC (d/b/a MINDA) · 3403 NW 82 AVE STE 300, Miami, FL 33122, United States Email: contact@getminda.com · Website: getminda.com
By using getminda.com or engaging MINDA for any Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.