MinMax Pro Terms of Service

1.Acceptance of these terms

By creating a MinMax Pro account or using the service you accept these terms. You must be at least 18 years old and using MinMax Pro for business purposes. If you are accepting on behalf of a company, you confirm you are authorized to bind it, and “you” means that company. The MinMax Pro Privacy Policy is part of this agreement. These terms apply instead of any purchase order or vendor form you send us, whether or not we sign it. If you use a portal a business has invited you to - the Client Portal, the Vendor Portal or the Field Portal - without holding a MinMax Pro account of your own, section 23 sets out the terms that apply to you.

2.Your account, your seats, your team

You are responsible for everything done under your account: keeping credentials confidential, assigning and removing seats as people join and leave, and the conduct of everyone you give access to. You must give accurate account information and keep it current. Tell us promptly if you believe an account has been compromised.

3.Trial, subscription and billing

New accounts begin with a 30-day free trial. At the end of the trial the subscription starts at the price shown on the signup page at the time you signed up, billed in advance for each period through Stripe until you cancel. You authorize us to charge the card on file for fees as they come due, including on each renewal. You are responsible for any sales, use or similar taxes, other than taxes on our income.

You can cancel at any time, and cancelling is as easy as signing up: open Settings → Subscription in your workspace and choose Cancel, or use Manage Billing there to do the same through the billing portal. One click; no call, no email required. Cancellation takes effect at the end of the period you have already paid for, and fees are non-refundable except where the law requires it or where we agree otherwise in writing. If we change the subscription price we will give you at least 30 days’ notice before it applies to your account, and you may cancel before it takes effect.

What a failed or reversed subscription payment costs. If a payment you owe us fails, is returned, is reversed or is charged back, you remain responsible for the amount owed and for whatever our own processor, bank or card network charges us for that event - a failed-payment fee, a return fee, a dispute fee or any similar charge - together with the reasonable costs of collecting an overdue balance. We may add those amounts to your next invoice and charge the card on file for them, and we may suspend the account until the balance is settled. These are passed through at what we were charged; we add nothing to them. If you believe a charge is wrong, raise it with us first: a chargeback against a subscription fee does not cancel the subscription and does not stop the fees that follow it.

Custom work is not part of the subscription; see section 8.

4.Payments you collect from your own customers

MinMax Pro can put a payment link on the invoices you send, and can connect to a payment account you own so that an invoice raised here becomes a payable invoice there. Either way the money moves between you and your customer. It does not pass through us and we never hold it.

• You are the merchant of record for every transaction with your own customers. The sale, whatever you supplied for it, the receipt, the refund policy and the relationship with that customer are all yours.
• We are not a payment processor, payment facilitator, payment service provider or money transmitter, and we do not collect money as your agent. Your payment account is yours, opened in your own business’s name; your processor’s own agreement governs it, and where that agreement and these terms disagree about your payment account, your processor’s controls.
• Refunds, disputes and chargebacks are yours to handle and yours to bear, along with any fee your processor charges for one. We have no authority to refund a payment or to contest a chargeback for you, and we do not reimburse you for either.
• Tax on what you sell is yours. The product performs the tax arithmetic you configure on your own invoices. It does not decide what you owe, register you anywhere, or file anything. Tax on the fees you pay us is a separate question, covered in section 3.
• Processor fees are yours, and your processor sets them, not us. Our subscription fee is separate from them and is not a commission on what you collect.
• A cost we are charged because of your payment account is yours, and we pass it through to you. If your processor, a card network, a bank or any similar party charges, fines, debits, withholds, reverses or claws back anything from us arising out of your payment account, the transactions you run through it, your customers’ refunds, disputes or chargebacks, or a negative or unrecovered balance on that account, you will reimburse us in full on demand. We may add the amount to your next invoice and charge the card on file for it. It is passed through at what we were charged - we add nothing to it, and it is not a commission or a share of anything you collect.
• Your processor decides whether you may keep your account, not us. We do not approve, underwrite, sponsor or guarantee it. If your processor holds your funds, raises its reserve, limits, suspends or closes your account, that is between the two of you. It does not entitle you to a refund of subscription fees, and it does not make us responsible for money you were unable to collect.

If you connect a payment account. Connecting one authorizes us to act on that account through your processor’s interface, for the limited purposes of the product: creating, sending, reading and voiding the invoices and payment records that originate in MinMax Pro, and reading enough of the account’s status to tell you whether it is ready to take a payment. We will not move funds out of it, change where it pays out, or use it for anything you did not raise here. We take no application fee, commission or share of any payment that passes through it; the subscription in section 3 is the only money we charge you. You can disconnect at any time from Settings, and we disconnect automatically when your subscription ends. Disconnecting stops us acting on the account; it does not cancel an invoice your customer has already been sent, which stays between the two of you.

Card details. When your customer pays in the client portal, they enter their card details into secure payment fields that your processor hosts and that are embedded in the portal; when they follow a payment link, they pay on your processor’s own page. Either way the details go straight to the processor and never reach our servers. We do not receive, process or store them; section 4 of the Privacy Policy sets out what we do record. Do not enter a card, bank account or routing number into any field in MinMax Pro.

Nothing in this section makes us a party to the contract between you and your customer.

5.Your data is yours

You own the data you put into MinMax Pro. You grant us a limited, non-exclusive license to host, store, process, transmit and display it solely to provide and support the service, and for no other purpose. We do not sell it, we do not share it for advertising, and we do not use it to train artificial-intelligence or machine-learning models.

You can export your data at any time while the account is open, and for 30 days after it closes. Retention and deletion after that are described in section 8 of the Privacy Policy.

Your books are records you must keep yourself. Tax and accounting rules require a business to retain its books of account for years after the period they cover - longer than any subscription is guaranteed to last. The export above includes the whole finance ledger: the chart of accounts, every journal and line, the periods, and the statements built from them. Export it and keep your own copy before your account closes. We do not undertake to hold your accounting records as your system of record, and closing your account will in time delete them.

How we process it for you. For the personal information inside your Customer Data, we act as your processor (or service provider, in the language of some state laws), and this paragraph is our data-processing commitment to you: we process it only on your documented instructions as expressed through the product and this agreement; everyone we allow to access it is bound to confidentiality; we apply the security measures described in section 9 of the Privacy Policy; we engage only the subprocessors listed in section 5 of that policy, remain responsible for them, and will update that list before adding one that handles Customer Data so you can object; we will assist you, as far as the product and our role reasonably allow, with data-subject requests, security and breach obligations, and assessments the law requires of you; we will tell you without undue delay about a personal-data breach affecting your Customer Data, and about any request we receive that concerns it unless the law forbids; we will delete or return it as section 8 of the Privacy Policy describes when the subscription ends; we will make available the information reasonably necessary to demonstrate these commitments and, where your law requires it, allow for and contribute to audits - no more than once a year, on reasonable notice, at your expense; we will provide the level of privacy protection those laws require of a processor or service provider, will not sell or share this personal information or use it outside our direct relationship with you, and will tell you promptly if we determine we can no longer meet these commitments, in which case you may take the reasonable steps those laws give you to stop or remediate any unauthorized use. If your regulator or your own compliance program requires a signed data-processing agreement, email us and we will execute one on these terms.

6.What you are responsible for

• That you have the right to enter the information you enter, including personal information about your own customers, staff and contractors, and that you have given whatever notice and obtained whatever consent the law requires.
• The accuracy of what you and your team put in: credentials, licenses, duty hours, rates, addresses, and everything else the software then acts on.
• Using MinMax Pro in compliance with the laws that apply to your business, including employment, wage-and-hour, transportation and consumer-protection rules.
• The messages you send through the product. When you text or email a customer through MinMax Pro, you are the sender. You are responsible for having the consent the TCPA, the CAN-SPAM Act and their state equivalents require for that message - in particular, prior express consent before any text, and prior express written consent before any marketing text. Do not message purchased or scraped lists through the product. The product enforces the mechanical parts - it appends your opt-out footer to the first text of a conversation, honors STOP replies and email unsubscribes against a suppression ledger you cannot override, and holds automated texts outside 8:00 AM–9:00 PM - but the consent itself is yours to obtain and keep evidence of.
• Where you use the location features of the Field Portal, giving your own staff whatever notice of workplace location recording the law of your state requires.

7.Acceptable use

Do not use MinMax Pro to break the law, to store or transmit material you have no right to, or to harass anyone. Do not upload malware, probe or breach the service or another account, reverse-engineer or copy the software, resell or sublicense access, scrape it by automated means, or work around usage limits, seat counts or security controls. We may suspend an account that does any of these.

8.Custom builds and configuration

If MinMax Pro does not do something your business needs, we will scope it and quote it in writing before any work starts, and that quote together with the statement of work it references governs the build. Custom work is billed separately from the subscription, with 50% due up front. Nothing on our website is an offer to perform custom work at a particular price.

We keep ownership of the MinMax Pro platform, its underlying code, and everything we bring to a build that existed beforehand or is generally applicable, including improvements we make to the platform along the way, which we may make available to every account. You keep ownership of your data and of any deliverable a statement of work specifically identifies as yours.

9.Scheduling safeguards are not compliance systems

MinMax Pro can record credentials, endorsements and duty hours, and can flag a person who is not clear before they are assigned. That is a scheduling safeguard, and it checks the records you entered. It is not a system of record for FMCSA or USCG compliance, it is not an electronic logging device, and it does not read any regulator’s database. You remain responsible for your own regulatory compliance, for the accuracy of what you enter, and for maintaining whatever systems of record your regulator actually requires.

10.Bookkeeping tools are not accounting or tax services

MinMax Pro includes double-entry bookkeeping software. You enter your own transactions; the software organizes them, posts them to accounts you control, and reports on them. That is the whole of what it does.

MinMax Strategies LLC is not a certified public accounting firm and does not provide accounting, bookkeeping, tax preparation, tax advice, audit, review, compilation or attest services. No figure, statement, schedule or report the product produces is any of those things, and none of it is advice.

• The reports are unaudited. They are derived entirely from what you and your team entered. Nothing has been audited, reviewed or compiled, and nobody has independently verified any of it. Every statement you print and every file you export says so on its face.
• Your books are yours. You are responsible for the accuracy and completeness of what you record, for the accounting policies you choose, for closing your own periods, and for engaging a qualified accountant.
• Tax reports are worksheets, not returns. The tax-basis trial balance, the book-to-tax bridge, the depreciation schedule, the estimated-tax calendar and the 1099 report arrange what you entered onto the lines a return uses. They are not returns. We do not prepare, sign, transmit or file anything, and we recommend no election or position. Nothing here should reach a taxing authority without review by a qualified tax professional, and your filings, elections, deadlines and payments remain yours.
• We do not compute payroll or sales tax. The product records those amounts where you enter them. It does not calculate withholding, decide where you have a filing obligation, or file a return.
• These reports are for your own use. If you hand one to a lender, an investor, an insurer, a buyer or an authority, you do so on your own responsibility - see section 16.

11.Automation and AI-assisted features

Some features rank, suggest, forecast or alert: the order people are offered work in, overrun warnings, capacity and margin figures, and any AI-assisted drafting. All of it is decision support, and a person makes the call. You set the rules, you can override any result, and you can switch these features off.

Output may be incomplete or wrong and should be reviewed before you rely on it for anything that matters. We do not warrant that any automated or AI-assisted output is accurate, complete or fit for a particular purpose, and we are not liable for decisions made on the basis of one.

12.Availability, support and changes to the service

We work to keep MinMax Pro available and will give advance notice of planned maintenance where practical. We do not currently offer a written uptime commitment or service credits. The service depends on the third-party infrastructure in section 13 and on the public internet, and outages in those systems are outside our control. Support is by email during Michigan business hours.

We may add, change or remove features. We will not materially reduce the core functionality of a plan you are paying for without at least 30 days’ notice, after which you may cancel under section 3 if the change does not work for you.

13.Third-party services

MinMax Pro relies on the providers listed in section 5 of the Privacy Policy, and may connect to services you choose to add. Those providers’ own terms apply to their part of the arrangement, and we are not responsible for their acts or omissions beyond our own obligations to you.

14.Intellectual property

The MinMax Pro platform, its software, design, documentation, and the instructional content, templates and document layouts supplied inside the product are our property or our licensors’, and are licensed to you for use in the product for as long as your subscription is active. You may use the documents and reports the product generates for your own business, including with your own customers. You may not redistribute or resell the underlying content as a product of your own. MinMax Pro, the MinMax Pro wordmark and the MinMax Pro logo are trademarks of MinMax Strategies LLC.

Open-source components we use, and the notices their licenses require, are listed on our Credits & Notices page. Product and company names mentioned in the product or its content are trademarks of their respective owners, used for identification only; MinMax Pro is not affiliated with, sponsored by, or endorsed by any of them.

15.Warranties

MinMax Pro is provided “as is” and “as available”. To the fullest extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the service will be uninterrupted, error-free or secure.

16.Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost data, even if advised that such damages were possible.

Our total liability arising out of or relating to MinMax Pro is limited to the greater of the total fees you paid us in the twelve months immediately preceding the event giving rise to the claim, or one hundred U.S. dollars. Nothing here limits liability that cannot be limited by law.

Nobody but you may rely on what the product produces. The documents, statements, schedules and reports generated in MinMax Pro are for your own use and for use with your own customers. We owe no duty to any lender, investor, insurer, purchaser, accountant, auditor, taxing authority or other third party who receives one, whether or not we knew it might be shared, and we are not liable to you or to them for any decision made on the basis of one.

17.Indemnification

You will defend and indemnify us against third-party claims arising from the content you put into MinMax Pro, your use of the service in breach of these terms, your violation of law or of another person’s rights, your books, tax filings and returns, or any report you gave to a third party, or a dispute between you and one of your own customers, staff or contractors - including any claim about what you supplied, a payment made to you, a refund, or a chargeback. This also covers any amount a processor, card network, bank or other financial institution assesses, debits or recovers from us in connection with your payment account or the transactions you run through it. We will notify you promptly of any such claim and let you control the defense, and we will not settle without your consent.

18.Suspension and termination

You may close your account at any time. We may suspend or close an account for non-payment, for a breach of section 7, or where we are legally required to, with notice wherever it is practical to give it and immediately where it is not. On termination your right to use the service stops, the export window in section 5 begins, and sections 3 (as to fees already incurred), 4, 5, 6, 8, 10, 11, 14, 15, 16, 17, 21, 22 and 23 survive.

19.Force majeure

Neither party is liable for a delay or failure to perform caused by something outside its reasonable control, including infrastructure and network outages at the providers this service depends on, acts of government, natural events, or labor disruption. This does not excuse an obligation to pay fees already incurred.

20.Changes to these terms

We may update these terms. For material changes we will give account holders at least 30 days’ notice by email or in-product notice, and the effective date at the top of this page will change. Continuing to use MinMax Pro after a change takes effect means you accept it; if you do not, cancel before it applies.

21.Governing law and disputes

These terms are governed by the laws of the State of Michigan, without regard to conflict-of-law rules. Before filing anything, the parties will try in good faith to resolve the dispute by negotiation for at least 30 days. Email us first, because nearly everything is faster to fix that way. If negotiation fails, the dispute shall be brought exclusively in the state or federal courts located in Kent County, Michigan, and each party consents to the personal jurisdiction of those courts and waives any objection to that venue. Each party waives any right to a jury trial to the extent permitted by law. Either party may instead bring a qualifying claim in small claims court.

Class-action waiver. To the extent permitted by law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. If a court holds this waiver unenforceable as to a particular claim, the waiver is severed as to that claim only, and the rest of these terms - including the rest of this section - stays in force.

22.General

These terms, the Privacy Policy, the company-wide terms referenced at the top of this page to the extent they apply, and any statement of work you sign are the entire agreement between us on this subject. If a provision is held unenforceable, the rest stays in force. A failure to enforce a provision is not a waiver of it. You may not assign this agreement without our written consent; we may assign it to a successor in a merger or sale of the business. Notices to you go to the email address on your account; notices to us go to the address below. Nothing here creates a partnership, joint venture or employment relationship.

23.Portal users

A business that subscribes to MinMax Pro can invite people who do not hold an account of their own: its customers and clients to the Client Portal, its vendors and subcontractors to the Vendor Portal, and its crew to the Field Portal. This section applies to you if you sign in to or use one of those portals, including through a sign-in link, a code, or a password you set for that portal, without creating a MinMax Pro account. By using the portal you agree to it.

• Acceptable use. Section 7 applies to you. Use the portal only for your dealings with the business that invited you, do not share your sign-in link, code or portal password, do not try to reach information that is not yours, and do not upload anything you have no right to share or that contains malware. The business or we may switch off your access if you do.
• Your relationship is with the business. The work, the quote, the invoice, the purchase order, the documents and any payment are between you and that business. MinMax Strategies LLC is not a party to that relationship, does not act for either side in it, and is not responsible for what the business supplies, charges or decides. Questions about the work, and requests about the information the business holds about you, go to the business; section 11 of the Privacy Policy explains how.
• Payments. If you pay a business through the Client Portal, you pay that business through its payment processor, as section 4 describes. We do not receive or hold the money and cannot refund it.
• Provided as is. The portal is provided to you “as is” and “as available”, section 15 applies to you as it does to an account holder, and the business may withdraw your access at any time.
• Limits on liability. Section 16 applies to you. Because you pay us nothing, our total liability to you arising out of the portal is limited to one hundred U.S. dollars, to the fullest extent the law allows.
• Everything else. Sections 14 (intellectual property), 19 (force majeure), 21 (governing law and disputes) and 22 (general) also apply to you, and the Privacy Policy describes how information in the portal is handled.

24.Contact

MinMax Strategies LLC
Grand Rapids, Michigan
info@minmaxstrategiesllc.com

See also the MinMax Pro Privacy Policy and MinMax Strategies’ company-wide Terms of Service.