By selecting a Minami Subscription Plan, entering an Order Form, using the Services, or authorizing Agents or End-Users (as defined below) to access or use the Services, you agree to be legally bound by this Agreement. If you do not agree with these terms, you must not use or authorize use of the Minami Services.
This Terms of Service Agreement (“Agreement”) is between Minami AI Inc. (“Minami AI,” “we,” “us,” or “our”), a corporation organized under the laws of Delaware, United States, and you (if acting in your individual capacity) or the company, organization, or other legal entity on behalf of which you act as an authorized representative (“Customer”).
This Agreement governs Customer’s subscription to access and use Minami AI’s cloud-based AI support agent software-as-a-service, including related application programming interfaces, mobile applications, and integrations (collectively, the “Services”), under the yearly subscription plan selected by Customer as described in the applicable Order Form or at https://minami.ai/pricing (the “Subscription Plan”). The terms of the Subscription Plan are incorporated by reference herein.
If you are an individual entering this Agreement on behalf of a company or entity, you represent that you have the authority to bind such entity. If you are an individual acting in your personal capacity, you represent that you are at least 18 years old and have the legal capacity to enter this Agreement. If these representations are not true, Customer must not use the Services.
Certain Services or features may be subject to supplemental terms (“Supplemental Terms”), which will be binding only if expressly agreed to by Customer. In case of conflict between this Agreement, an Order Form, or Supplemental Terms, the Order Form or Supplemental Terms will control with respect to their specific subject matter.
Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting securities or the power to direct management.
Agent: An employee, contractor, or consultant of Customer granted access to the Services by Customer for internal business purposes.
Customer Data: All data stored by or on behalf of Customer in the Services.
Documentation: Minami AI’s documentation for the Services, as updated from time to time.
End-Users: Customer’s clients or consumers permitted by Customer to access the Services for support purposes.
Subscription Term: The Initial Term and any Renewal Terms, as defined in Section 7.1.
Minami AI Technology: Minami AI’s proprietary software, hardware, algorithms, interfaces, processes, and intellectual property used to provide the Services, including Usage Data and Aggregate Data.
During the Term, Minami AI will provide Customer access to the Services under the selected Subscription Plan, in accordance with this Agreement and any applicable Supplemental Terms. Professional services, if any, are governed by separate agreements.
Subject to compliance with this Agreement, including payment of fees and restrictions in Section 2.5, Minami AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to:
(a) Access and use the Services, and allow Agents (as permitted by the Subscription Plan) to access and use the Services, solely for Customer’s internal business purposes.
(b) Allow End-Users to access the Services to the extent necessary for receiving support from Customer.
(c) Use Minami AI-branded mobile applications (“Mobile Apps”) solely in connection with authorized use of the Services.
All rights not expressly granted are reserved by Minami AI and its licensors. No implied rights or licenses are granted.
If Customer’s use exceeds the permitted volume under the Subscription Plan (e.g., number of Agents or support tickets) (“Excess Use”), Customer must:
(a) Upgrade to a Subscription Plan accommodating the Excess Use (“Upgraded Plan”), or
(b) Pay additional fees for the Excess Use, calculated as the difference between the Upgraded Plan’s fees and the current Subscription Plan’s fees for the applicable Subscription Term.
Customer must act promptly upon Minami AI’s notice of Excess Use or Customer’s awareness thereof. Downgrades are not permitted during the Initial Term and may only occur at renewal with 30 days’ prior written notice to billing@minami.ai.
Customer represents and warrants that:
(a) Customer has the authority to enter and perform this Agreement.
(b) All provided information (e.g., registration, payment, Customer Data) is accurate, complete, and within Customer’s right to use.
(c) Customer will use the Services in compliance with all applicable laws, including data privacy laws.
(d) Customer Data will not contain unlawful, defamatory, or infringing content.
(e) Customer will provide information to verify compliance with these requirements upon Minami AI’s request.
Customer will not (and will not authorize any third party to):
(i) Develop or market products similar to the Services.
(ii) Access or use the Services beyond their intended operation or Documentation.
(iii) License, sell, resell, rent, lease, or commercially exploit the Services, except as permitted for End-Users and Agents.
(iv) Reverse engineer, decompile, or attempt to derive source code from the Services or Mobile Apps.
(v) Use tracking technologies to violate applicable laws or send unlawful communications.
(vi) Falsely imply sponsorship by or association with Minami AI.
Customer is responsible for securing passwords and API keys and must notify Minami AI immediately of any unauthorized use. Minami AI may suspend access if it reasonably believes Customer has materially violated this Agreement, providing prompt notice and an opportunity to cure where feasible.
Minami AI will use commercially reasonable efforts to provide 24/7 access to the Services, except during Planned Downtime or Force Majeure Events (as defined in Section 13.6). Standard support is included in the Subscription Plan, as detailed in the Documentation. Enhanced support may be available via an Upgraded Plan. Customer will provide necessary cooperation and information for Minami AI to deliver the Services.
Minami AI may modify the Services or Mobile Apps during the Term. If a modification materially degrades a feature, Customer may terminate the Subscription per Section 7.5 and receive a refund for prepaid fees for unprovided Services.
Customer is responsible for obtaining and maintaining Internet access, hardware, software, and network infrastructure required to use the Services, as specified in the Documentation. Minami AI is not liable for issues caused by Customer’s or third-party systems.
If Minami AI processes personal data within Customer Data, the terms of Minami AI’s Data Processing Addendum (DPA), available at https://minami.ai/dpa, are incorporated into this Agreement.
Customer is solely responsible for the accuracy, integrity, and legality of Customer Data. Customer will not (and will ensure Agents and End-Users do not):
(a) Upload unlawful or infringing Customer Data.
(b) Transmit data Customer lacks rights to share.
(c) Upload malicious code or disrupt the Services.
(d) Submit protected health information under HIPAA or similar laws.
(e) Violate applicable laws.
Minami AI may rely on Customer Data for communications via email or Customer’s account. Minami AI is not liable for protected health information submitted by Customer.
Minami AI may collect and use Usage Data (e.g., query logs, configuration data, support interactions) and Aggregate Data (anonymized statistics) to improve its products and services without compensation to Customer. Minami AI owns Usage Data and Aggregate Data, subject to the Privacy Policy at https://minami.ai/privacy-policy.
If Customer, Agents, or End-Users provide feedback or suggestions about the Services (“Feedback”), Customer grants Minami AI a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, modify, and exploit the Feedback without compensation.
Minami AI may use Customer Data, Feedback, Usage Data, and Aggregate Data to improve its AI models, consistent with this Agreement and applicable law. Minami AI will not use Customer Data to train third-party models, and third-party providers operate under a zero-data-retention policy.
Customer may use output generated by the Services (“Output”) for lawful purposes, subject to:
(a) No ownership of intellectual property in the Services.
(b) Minami AI’s right to limit or require cessation of Output use if it may infringe third-party rights.
Customer acknowledges that Output may not be unique, may contain errors due to AI’s probabilistic nature, and must be reviewed for accuracy. Minami AI is not liable for damages related to Output.
Minami AI or its licensors own all rights, title, and interest in Minami AI Technology, including intellectual property. This Agreement grants Customer only a limited right to access and use the Services.
Customer or its licensors own all rights in Customer Data. Customer grants Minami AI a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use Customer Data during the Term to provide the Services and thereafter for improving Minami AI’s products, analytics, and business purposes, as permitted by law and this Agreement.
No license is granted to Customer to use Minami AI’s trademarks, service marks, or logos. Customer will not remove any proprietary notices from the Services or Documentation.
Customer will pay the fees specified in the applicable Order Form or Subscription Plan (“Subscription Fees”) based on details in invoices issued by Minami AI. Fees are non-cancelable and non-refundable, except as provided in Section 7.5.
Fees are payable via credit card or ACH transfer, as agreed in the Order Form. Customer authorizes Minami AI and its third-party payment processor (e.g., Stripe) to charge the Payment Method for Subscription Fees and Taxes on the invoice due date. Customer must update Payment Method information promptly to ensure successful transactions.
Minami AI may use third-party payment processors, which are subject to their own terms. Minami AI does not store full credit card details and is not liable for processor-related issues.
Late payments accrue interest at the lesser of 1% per month or the maximum rate allowed by law. Customer will reimburse Minami AI for reasonable collection costs. For disputed fees, Customer must notify Minami AI within 30 days, and the parties will attempt to resolve the dispute within 30 days. Unresolved disputes may lead to legal remedies.
Customer represents that its Payment Method and account information are accurate, authorized, and sufficient to cover charges. Customer will report unauthorized use of its account promptly.
Subscription Fees exclude Taxes (e.g., sales, use, VAT). Customer will pay all applicable Taxes itemized on invoices, provide tax exemption certificates if applicable, and reimburse Minami AI for Taxes it is legally required to collect.
Subscriptions are for a one-year Initial Term, as specified in the Order Form, and automatically renew for successive one-year Renewal Terms unless canceled with at least 30 days’ written notice before the end of the current Subscription Term. The Initial Term and Renewal Terms constitute the “Term.”
Customer authorizes Minami AI to charge the Payment Method at the start of each Subscription Term for Subscription Fees and Taxes, based on invoice details. Billing may vary due to changes in Subscription Plans or Taxes.
Minami AI may increase Subscription Fees for a Renewal Term with prior notice. Customer may cancel per Section 7.5 if objecting to the increase, or continued use constitutes acceptance.
Upgrades to a higher Subscription Plan incur additional fees for the remainder of the Subscription Term. Downgrades are permitted only at renewal with 30 days’ wrritten notice, subject to Minami AI’s requirements. Minami AI is not liable for data or feature loss due to downgrades.
To cancel, Customer must provide written notice at least 30 days before the end of the Subscription Term or the Services’ cancellation functionality. Subscriptions continue until the end of the current Term. Refunds for prepaid fees are available only if termination is due to Minami AI’s material modification (Section 2.7) or breach of warranty (Section 9.2).
Minami AI may suspend or terminate Customer’s access for material breach, with notice and an opportunity to cure where feasible. No refunds are provided for such terminations, except as required by law.
If offered, free trials are subject to the terms of the offer. Billing begins automatically after the trial unless canceled before the last trial day.
Minami AI may suspend access for Customer’s breach, suspected malicious activity, or to protect the Services or third-party rights, with notice to Customer. Access will be restored upon remedy of the breach, if applicable.
Upon termination or expiration:
(a) Customer’s access rights cease.
(b) Customer Data will be available for 45 days post-termination, as per the Documentation.
(c) Accrued obligations and Sections 1, 3, 4, 5, 6, 8.2, and 9–13 survive.
Each party represents that it is duly organized, has the authority to enter this Agreement, and its performance does not conflict with other obligations.
Minami AI warrants that it will provide the Services in a competent, workmanlike manner and has sufficient rights to grant the licenses herein. Customer’s sole remedy for breach is correction of the error or a refund of fees paid for the affected Subscription Term.
The Services are provided “as is” without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted/error-free operation, except as expressly stated. Minami AI is not liable for third-party services or Customer Data accuracy.
Beta Services, if offered, are provided “as is” without warranties or indemnification obligations.
Minami AI’s total liability for damages will not exceed the fees paid by Customer in the 6 months prior to the claim, except for unauthorized Customer Data disclosures, where liability is capped at twice that amount.
Minami AI is not liable for indirect, consequential, incidental, special, or punitive damages, including loss of data or profits.
The above limitations do not apply to Minami AI’s willful misconduct, indemnification obligations, or unauthorized Customer Data disclosures.
Minami AI will defend and indemnify Customer against third-party claims that the Services infringe intellectual property rights, provided Customer complies with the indemnification process.
Customer will indemnify Minami AI against claims arising from Customer’s breach, negligence, or unlawful use of the Services or Customer Data.
The Indemnitee must provide prompt notice, allow the Indemnitor to control the defense, and provide reasonable assistance. No settlement may occur without the Indemnitee’s consent.
Minami AI’s indemnification does not apply to claims arising from Customer’s misuse, modifications, or combination of the Services with non-Minami AI systems.
If the Services are subject to an infringement claim, Minami AI may modify the Services, obtain rights, or terminate with a refund of prepaid fees for unprovided Services.
Each party will protect the other’s Confidential Information with reasonable care, use it only as necessary under this Agreement, and disclose it only to authorized recipients bound by similar obligations. Disclosure is permitted if required by law, with notice to the other party where feasible.
Both parties will comply with applicable laws, including export controls and data privacy regulations. Customer will not use the Services in sanctioned countries or by restricted parties.
Customer may not assign this Agreement without Minami AI’s consent. Minami AI may assign its rights to third parties or creditors.
This Agreement, with any Order Forms or Supplemental Terms, is the complete agreement, superseding prior understandings.
Minami AI may amend this Agreement with 30 days’ notice. Continued use constitutes acceptance.
Notices to Customer will be sent to the email provided in the User Account. Customer notices must be sent to legal@minami.ai.
Minami AI is not liable for delays due to events beyond its control (e.g., acts of God, cyberattacks), provided it notifies Customer and resumes performance promptly.
Customer grants Minami AI a license to use its name and logo in client lists and marketing materials, revocable by notice to legal@minami.ai.
This Agreement is governed by Delaware law and the Federal Arbitration Act, without regard to conflict of laws principles.
Disputes will be resolved through binding arbitration under AAA Commercial Arbitration Rules in Delaware. Claims must be brought individually, not as class actions. Either party may seek equitable relief in Delaware courts to protect intellectual property or confidential information.
The parties are independent contractors, not partners or agents.
No waiver is effective unless in writing. No delay in exercising rights constitutes a waiver.
If any provision is unenforceable, the remaining provisions remain in effect.
**
Minami is available with zero setup
No integrations. No workflows. No dev time. Just power up Minami and let your AI agent cut refunds, manual labor, and losses