Terms of Service.

1. Agreement to terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and MinuteZero (“Company,” “MinuteZero,” “we,” “us,” or “our”) governing your access to and use of the MinuteZero software, hosted services, website, documentation, and any related services (collectively, the “Service”).

By accessing or using the Service, creating an account, purchasing a subscription, or clicking “I agree,” you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of the Service

MinuteZero is a research, insights, and automation platform for marketing. The Service generates content (including SEO research, written drafts, briefs, and reports), maintains a CRM of brand and contact records, and sends and tracks outbound communications (email, press pitches, prospect outreach, social posts) on the Customer's behalf, through the Customer's connected accounts and the Service's email service providers.

The Service may include any combination of the following offerings, as published from time to time on our pricing page: SEO, Content, and PR.

We reserve the right to introduce, modify, or discontinue any feature or offering at our discretion.

3. Accounts and registration

Certain features of the Service require you to create an account. When you register, you agree to provide accurate, current, and complete information and to update such information as necessary to keep it accurate.

You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and OAuth tokens for any third-party services you connect (Google, X/Twitter, and similar). You are responsible for all activity that occurs under your account, except activity resulting solely from MinuteZero's material breach of its security obligations under these Terms. You must notify us immediately upon becoming aware of any unauthorized use of your account.

We reserve the right to suspend or terminate accounts that we reasonably believe are in violation of these Terms or that pose a security risk.

4. Subscriptions, pricing, and payment

Subscription tiers. The Service is offered under one or more subscription plans as described on the pricing page. Current pricing and billing terms are defined there and may be updated from time to time.

Auto-renewal. Subscriptions automatically renew at the end of each billing period (monthly or annually, as applicable) unless you cancel before the renewal date. You will be charged the then-current subscription fee upon each renewal. You may cancel auto-renewal at any time through your account settings or by contacting us; cancellation takes effect at the end of the current billing period.

Payment processing. All payments are processed by Stripe, Inc. (“Stripe”), our third-party payment processor. By providing payment information, you agree to Stripe's Services Agreement and Privacy Policy. We do not store your full credit card number or payment credentials on our servers.

Billing. Paid subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are quoted in U.S. dollars unless otherwise specified. You authorize us and our payment processor to charge your designated payment method for all applicable fees.

Price changes. We may modify pricing at any time. Price changes for existing subscriptions will take effect at the start of the next billing cycle following at least 30 days' written notice. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

Taxes. All fees are exclusive of applicable taxes, levies, and duties. You are responsible for paying all such taxes associated with your use of the Service, excluding taxes based on our net income.

Refunds. Fees are non-refundable except as required by applicable law or as explicitly stated in a separate written agreement.

Late payment. If payment is not received within the grace period described below, we may suspend the Service until all outstanding amounts are paid in full. We may also assess reasonable late fees and collection costs as permitted by applicable law.

Grace period. Paid subscriptions include a 14-day grace period following a failed payment. During the grace period, the Service remains operational while the payment issue is resolved. If payment is not received within the grace period, we may suspend the Service.

5. Free trial and beta access

From time to time we may offer a free trial or beta access to the Service or to specific features. Trial and beta access are provided as-is, without warranty or service level commitment. We may modify, suspend, or terminate trial or beta access at any time without notice. Trial and beta access do not automatically convert to a paid subscription unless explicitly stated at the time of enrollment.

6. AI-generated content and customer outputs

The Service uses artificial intelligence, including large language models, to generate content, research, recommendations, and outreach materials based on inputs you provide and public data we collect on your behalf. BY USING THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND CONSENT TO THE FOLLOWING:

Generated content. The Service produces written content (including but not limited to SEO content maps, audit reports, article drafts, press pitches, email drafts, briefs, summaries, contact-record annotations, and similar outputs) using AI models. These outputs are generated automatically based on the inputs you provide, the public information we collect on your behalf, and our internal models.

You are the publisher and sender. Any content produced by the Service is a draft for your review. The moment you choose to ship it — publish, send, pitch, post, or otherwise distribute — you become the publisher, sender, and originator of that content. MinuteZero is the tool that produces drafts; you are the human who decides what goes out.

Controls available to you. The Service provides tools that enable you to review and direct generated content — including template and prompt configuration, audience and personalization controls, sample rendering, suppression and unsubscribe management, in-flight monitoring, and the ability to pause, modify, or terminate any workflow at any time. These tools are available to you for the purpose of exercising editorial and operational oversight of content distributed through the Service.

Your responsibility for using them. You are responsible for using these controls to the extent appropriate for your use case, including the volume, sensitivity, regulatory context, and audience of your communications. You accept the consequences of choosing not to use them. For low-volume or one-off content, exercising those controls typically includes reviewing the specific output before shipping it. For high-volume or automated workflows where per-message human review is not practical, exercising those controls typically includes: (i) approving the template, prompt, and configuration before launch; (ii) reviewing a reasonable sample of outputs; (iii) ensuring the workflow honors suppression, unsubscribe, and similar opt-out rules; (iv) monitoring the workflow once running and responding promptly to recipient complaints, bounces, errors, or detected hallucinations; and (v) ceasing or modifying the workflow when material issues are detected. You are solely responsible for the accuracy, originality, lawfulness, and appropriateness of any content you ship through or from the Service, whether or not you choose to exercise the controls available to you.

No warranty of accuracy or originality. AI systems can produce content that is inaccurate, incomplete, outdated, biased, or fabricated (“hallucinations”). They may generate text that resembles or overlaps with content authored by third parties. We do not warrant or guarantee that generated content is:

• factually accurate, complete, or current
• free of hallucinations or fabricated citations, quotations, statistics, or attributions
• original or non-infringing of any third party's copyright, trademark, publicity right, or other intellectual property right
• compliant with advertising, marketing, financial-disclosure, healthcare, securities, or other regulated-industry rules
• free of bias, offensive language, or material that could be construed as defamatory
• appropriate for any specific audience, context, or use case

Outcomes not guaranteed. Marketing outcomes vary by audience, market, content quality, distribution, and many other factors outside our control. We do not warrant or guarantee any specific result, including but not limited to: search rankings, organic traffic, conversion rates, email deliverability, open rates, click rates, reply rates, press placements, brand mentions, lead generation, pipeline impact, or revenue impact. Past performance is not indicative of future results.

Verification requirement. You must independently verify all factual claims, statistics, citations, quotations, attributions, links, and contact records produced by the Service before relying on them in published content or outbound communications. You must independently verify the accuracy of every contact record (journalist name, email, publication, beat, affiliation) before reaching out.

Third-party intellectual property. You are solely responsible for ensuring that content you publish or distribute does not infringe upon the copyright, trademark, publicity rights, privacy rights, or other intellectual property rights of any third party. The Service may surface or generate text, images, or other materials that resemble or incorporate elements of third-party works; the responsibility for clearing infringement risk before publication or distribution lies with you.

Not professional advice. Content and recommendations produced by the Service are provided for informational purposes only. They do not constitute legal, regulatory, financial, healthcare, accounting, or other professional advice. Do not rely on outputs from the Service as a substitute for professional advice in regulated industries.

No editorial liability. MinuteZero acts as a content production tool, not as an author, publisher, or editor of customer-facing content. The Customer remains the author, editor, and publisher of all content shipped through or from the Service.

Automated distribution. Where you configure the Service to publish, send, post, or otherwise distribute content automatically — including via scheduled sends, automated outreach sequences, automated social posting, or similar features — you accept the increased risk inherent in automated distribution and agree that such automation does not alter your status or responsibility as the publisher and sender. Automating distribution is your election; the human-review step remains your responsibility regardless of whether you choose to exercise it on each piece.

Contact records are research outputs. Where the Service produces or enriches contact records (such as journalist details, prospect details, or company information), those records are research outputs derived from public sources and from third-party data providers. They are subject to the same accuracy, verification, and non-warranty terms as other generated content. We do not warrant that any contact record is accurate, current, complete, or that the individual it identifies is appropriate to contact for any particular purpose.

7. Outbound communications

When you use the Service to send email, pitch press contacts, contact prospects, or otherwise communicate with third parties, you expressly acknowledge and agree to the following:

You are the sender. You are the sender, originator, and party legally responsible for every outbound communication routed through or initiated by the Service, including email sent via SendGrid, Klaviyo, or other email service providers we use on your behalf; press pitches you choose to send; social posts published through connected accounts; and any other outbound messages.

Regulatory compliance. You are solely responsible for ensuring that every outbound communication complies with all applicable laws and regulations, including but not limited to:

• The CAN-SPAM Act (United States)
• The Telephone Consumer Protection Act (TCPA) where applicable
• The General Data Protection Regulation (GDPR, European Union)
• The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)
• Canada's Anti-Spam Legislation (CASL)
• The UK Privacy and Electronic Communications Regulations (PECR)
• Any other applicable national, state, provincial, or sector-specific marketing, privacy, or consumer-protection laws

Lawful basis to contact. You represent and warrant that you have a lawful basis to contact each recipient (whether through consent, legitimate interest, prior business relationship, professional-contact exception, or other lawful basis under applicable law). You are solely responsible for obtaining, recording, and maintaining proof of such lawful basis.

Suppression and unsubscribes. You are responsible for honoring unsubscribe, opt-out, deletion, and similar requests in accordance with applicable law and within the timeframes required by that law. The Service may provide tooling to assist with suppression-list management; ultimate responsibility lies with you.

List quality and lawful sourcing. You represent and warrant that the contact records you upload, import, or generate via the Service were lawfully obtained and are accurate to the best of your knowledge. You will not upload or use contact records obtained through prohibited scraping, data theft, or violation of any source's terms of service.

Deliverability and sender reputation. Email deliverability, inbox placement, open rates, click rates, reply rates, and sender reputation depend on a wide variety of factors, including the content of your messages, the quality of your contact lists, recipient behavior, ISP policies, and third-party blocklists. We do not warrant or guarantee any specific deliverability or engagement outcome. Damage to your sending domain reputation caused by your content choices, list practices, or recipient complaints is your responsibility.

No guarantee of press placements or replies. Press pitches, prospect outreach, and similar outbound communications may not produce coverage, replies, meetings, or any other response. We do not warrant or guarantee any outcome from outreach.

Press, journalist, and prospect data. The Service maintains records of press contacts, prospects, and other third parties as part of its core functionality. You acknowledge that these records may include personal data (name, email address, professional bio, social-media links, employer). You are responsible for using this data in compliance with applicable privacy law and for responding to data-subject requests from the individuals identified in these records.

Sole responsibility for inquiries and proceedings. You will be solely responsible for responding to any inquiry, complaint, investigation, dispute, or proceeding regarding your outbound communications, including but not limited to investigations by mailbox providers, blocklist operators, anti-spam authorities, data protection authorities, the U.S. Federal Trade Commission, and state attorneys general. You will indemnify MinuteZero for any costs, fees, fines, settlements, judgments, or other liabilities arising from such inquiries or proceedings as set forth in Section 18.

8. Your data

Ownership of your data and Outputs. As between you and MinuteZero, you retain all rights, title, and interest in (i) your data — brand inputs, configuration, message content, contact records, and any other data you provide to or process through the Service — and (ii) the content generated for you by the Service (the “Outputs”). To the extent MinuteZero would otherwise hold any right, title, or interest in the Outputs, MinuteZero hereby assigns it to you. This assignment is subject to MinuteZero's underlying rights in the Service itself, including the software, models, algorithms, designs, templates, and any pre-existing materials we own or license. You may use the Outputs for any lawful purpose, subject to your responsibilities under these Terms (including Sections 6, 7, and 10) and to any third-party rights that may apply to material the Outputs incorporate or resemble.

Our use of your data. We process your data solely to operate, maintain, secure, and improve the Service for you. We may build private brand-specific models, profiles, or settings derived from your data to tailor outputs to your brand and audience. We do not pool your data with other customers' data into a shared training corpus, and we do not use your data to train general-purpose AI models for use by other customers or the public.

Third-party AI providers. The Service transmits inputs to third-party AI providers (currently OpenAI) to generate content. Our AI providers process these inputs under their respective data processing agreements and, for API traffic, do not use customer data to train their general models. Their handling of data is further governed by their own terms and our agreements with them.

Data portability. You may export your data from the Service at any time during your subscription. Upon termination of your account, we will make your data available for export for a period of 30 days, after which we may delete it.

Security. We implement commercially reasonable administrative, technical, and physical safeguards to protect data processed through the Service. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

Privacy. Our handling of personal data is further described in our Privacy Policy.

9. License grant

Subject to your compliance with these Terms and, where applicable, payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during the term of your subscription.

Restrictions. You may not:

• Copy, modify, adapt, or create derivative works of the Service or its source code, except as expressly permitted by applicable open-source licenses
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent that such activity is expressly permitted by applicable law
• Sublicense, resell, rent, lease, lend, or otherwise distribute access to the Service to third parties without our prior written consent
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Service
• Use the Service to build a competing product or service
• Use the Service to generate, train, or fine-tune any competing AI model, dataset, or service
• Circumvent, disable, or interfere with any usage metering, authentication, rate limiting, or security feature of the Service
• Use the Service in any manner that violates applicable law or regulation, or that infringes the rights of any third party
• Use automated means to scrape, crawl, or extract data from the Service except through documented APIs and within their documented limits

10. Acceptable use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation
• Infringe upon or violate the intellectual property rights, privacy rights, publicity rights, or other rights of any third party
• Transmit any content that is unlawful, threatening, abusive, harassing, defamatory, fraudulent, or otherwise objectionable
• Send unsolicited commercial email or other communications in violation of CAN-SPAM, GDPR, CCPA, CASL, TCPA, or any other applicable anti-spam or consumer-protection law
• Send phishing, malware, ransomware, or other content designed to deceive recipients or compromise their systems
• Generate or distribute content that impersonates any person or organization, that misrepresents your affiliation with any person or organization, or that fabricates statements attributed to identifiable individuals
• Generate or distribute content that promotes discrimination, hatred, violence, or unlawful activity
• Harass, intimidate, or repeatedly contact any individual who has indicated they do not wish to be contacted
• Introduce viruses, malware, or other harmful code into the Service or any connected systems
• Attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein
• Use the Service in a manner that violates regulatory frameworks applicable to your data or your industry (including HIPAA, PCI-DSS, SOC 2, SOX, GDPR, FTC endorsement and disclosure rules, FDA and FTC rules applicable to regulated products, and any sector-specific marketing rules)
• Generate or distribute audio, video, image, or other synthetic media depicting a real person without that person's express consent, or in a manner that misleads recipients about the identity, statements, or actions of a real person
• Fail to comply with applicable transparency or disclosure requirements regarding AI-generated content (including those under the EU AI Act, where applicable to you or to your recipients)

We reserve the right to investigate and take appropriate action, including suspension or termination, against anyone we reasonably believe has violated this section.

11. Intellectual property

The Service, including all software, algorithms, models, designs, documentation, trade names, trademarks, logos, and other intellectual property embodied in or associated with the Service, is and remains the exclusive property of MinuteZero and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited license expressly set forth herein.

Any feedback, suggestions, or ideas you provide regarding the Service (“Feedback”) may be used by us without restriction, obligation, or compensation to you. You hereby assign to us all rights in any Feedback.

Customer name and logo

Customer grants MinuteZero a worldwide, non-exclusive, royalty-free license to use Customer's name, logo, trademarks, service marks, and other identifying marks (the “Customer Marks”) to identify Customer as a MinuteZero customer on our website, in customer lists, in pitch decks, in proposals, and in similar marketing or sales materials. We will use Customer Marks in a manner consistent with any brand guidelines you provide.

Case studies, testimonials, customer quotes, performance metrics specific to Customer, and similar substantive materials about Customer's use of the Service require Customer's prior approval (which may be given informally in writing, including by email).

Photographs, audio recordings, and video footage of individuals are not covered by this license and require a separate written release from each individual depicted.

Customer may revoke this license at any time by sending written notice to stephen@minutezero.com. MinuteZero will remove Customer Marks from forward-facing marketing materials within thirty (30) days of receipt of such notice. We are not required to recall printed materials already distributed, alter archived collateral, or remove materials that Customer specifically approved in advance (such as approved case studies); revocation applies prospectively.

12. Third-party services

The Service integrates with or relies upon third-party services, including but not limited to: OpenAI (AI model API), SendGrid and Twilio (email delivery and inbound parse), Klaviyo (flow-triggered email), Stripe (payment processing), Cloudflare (CDN, DNS, hosting), Hetzner (application hosting), Google APIs (Analytics 4, Search Console, Tag Manager, Ads), RocketReach (contact discovery), X/Twitter (social publishing), and GitHub (source hosting). Your use of such third-party services is subject to their respective terms and privacy policies. We are not responsible for the availability, accuracy, output, or data practices of any third-party service.

OAuth and connected accounts. When you authorize the Service to access a third-party platform (such as Google Analytics, Google Search Console, Google Tag Manager, or X/Twitter), you authorize us to perform the actions described at the time of authorization. You are responsible for the configuration, security, and revocation of those authorizations.

13. AI-generated content on our website

Portions of the MinuteZero website, blog, documentation, and published materials are created with the assistance of artificial intelligence tools. While we review AI-assisted content for accuracy, technical claims, performance benchmarks, and implementation details contained in AI-generated content have not been independently verified by a third party.

Content published by MinuteZero, whether AI-assisted or not, is provided for informational purposes only and does not constitute professional advice. You should independently evaluate all technical claims and test the Service against your specific requirements before relying on it in production.

14. Service availability and support

Availability. We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. Scheduled maintenance windows will be communicated in advance when feasible. Specific uptime commitments, if any, will be set forth in a separate Service Level Agreement (“SLA”).

Support. Support availability and response times vary by subscription tier. Details of support offerings are described on our pricing page or in your order documentation.

Updates. We may release updates, patches, or new versions of the Service from time to time. Updates are applied automatically to the hosted Service.

15. Confidentiality

Each party agrees to treat as confidential any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Confidential Information shall not be disclosed to third parties or used for any purpose other than performing obligations under these Terms, except with the disclosing party's prior written consent or as required by law.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

16. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE, COMPLETE, ORIGINAL, RELIABLE, NON-INFRINGING, OR FIT FOR YOUR PURPOSE; OR (D) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.

WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, ORIGINALITY, NON-INFRINGEMENT, OR LAWFULNESS OF AI-GENERATED CONTENT, OR THE OUTCOME OF ANY MARKETING ACTIVITY UNDERTAKEN USING THE SERVICE. WE DO NOT GUARANTEE ANY SPECIFIC SEARCH RANKING, TRAFFIC INCREASE, DELIVERABILITY OUTCOME, OPEN OR CLICK RATE, REPLY OR REPLY RATE, PRESS PLACEMENT, LEAD, PIPELINE IMPACT, OR REVENUE IMPACT. RESULTS VARY BY AUDIENCE, MARKET, CONTENT, AND OTHER FACTORS OUTSIDE OUR CONTROL.

YOU ACKNOWLEDGE THAT THE SERVICE GENERATES CONTENT AND OUTBOUND COMMUNICATIONS ON YOUR BEHALF AND THAT YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, APPROVING, AND PUBLISHING OR SENDING SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR THE LAWFULNESS, ACCURACY, AND APPROPRIATENESS OF ANY CONTENT YOU CHOOSE TO PUBLISH OR DISTRIBUTE.

17. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINUTEZERO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, GOODWILL, REPUTATION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, MINUTEZERO SHALL NOT BE LIABLE FOR ANY:

• INACCURATE, FABRICATED, OFFENSIVE, BIASED, OR INFRINGING CONTENT GENERATED BY THE SERVICE OR ITS UNDERLYING AI MODELS
• INTELLECTUAL PROPERTY CLAIMS, INCLUDING COPYRIGHT, TRADEMARK, PUBLICITY-RIGHTS, OR PRIVACY-RIGHTS CLAIMS, ARISING FROM CONTENT GENERATED OR DISTRIBUTED THROUGH THE SERVICE
• DEFAMATION, FALSE-LIGHT, OR REPUTATIONAL-HARM CLAIMS ARISING FROM CONTENT GENERATED OR DISTRIBUTED THROUGH THE SERVICE
• REGULATORY FINES, ENFORCEMENT ACTIONS, OR LEGAL LIABILITY ARISING FROM YOUR OUTBOUND COMMUNICATIONS, INCLUDING UNDER CAN-SPAM, TCPA, GDPR, CCPA, CPRA, CASL, OR ANY OTHER LAW
• LOSS OF SEARCH RANKINGS, ORGANIC TRAFFIC, BACKLINKS, BRAND VISIBILITY, OR OTHER SEO OUTCOMES, INCLUDING THOSE RESULTING FROM AUTOMATED SEARCH-ENGINE PENALTIES OR ALGORITHM CHANGES
• EMAIL DELIVERABILITY ISSUES, SPAM CLASSIFICATION, BLOCKLISTING, SENDER-DOMAIN REPUTATION DAMAGE, OR LOSS OF SENDING PRIVILEGES WITH ANY EMAIL SERVICE PROVIDER OR MAILBOX PROVIDER
• PRESS COVERAGE, MEDIA PLACEMENTS, REPLIES, MEETINGS, OR OTHER PR OUTCOMES THAT FAIL TO MATERIALIZE
• LOST LEADS, LOST CUSTOMERS, PIPELINE IMPACT, REVENUE IMPACT, OR OPPORTUNITY COST OF ANY KIND
• HARM TO THIRD PARTIES, INCLUDING JOURNALISTS, PROSPECTS, RECIPIENTS, OR COMPETITORS, ARISING FROM YOUR USE OF THE SERVICE OR FROM CONTENT YOU PUBLISH OR SEND
• LOSS OF, CORRUPTION OF, OR UNAUTHORIZED ACCESS TO DATA, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
• ACTS, OMISSIONS, DATA PRACTICES, OR OUTAGES OF THIRD-PARTY SERVICES THE PLATFORM INTEGRATES WITH (INCLUDING OPENAI, SENDGRID, KLAVIYO, STRIPE, CLOUDFLARE, HETZNER, GOOGLE, ROCKETREACH, AND X/TWITTER)

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100); PROVIDED, HOWEVER, THAT IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY UNDER THIS SECTION EXCEED FIFTY THOUSAND U.S. DOLLARS ($50,000) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, IN THE AGGREGATE OVER THE LIFETIME OF THE AGREEMENT.

Exceptions. The limitations of liability in this Section 17 do not apply to: (a) Customer's indemnification obligations under Section 18; (b) Customer's breach of Section 9 (License Grant), Section 10 (Acceptable Use), or Section 15 (Confidentiality); (c) Customer's payment obligations; (d) Customer's infringement or misappropriation of MinuteZero's intellectual property; or (e) liability that cannot be limited under applicable law (such as liability for fraud, gross negligence, or willful misconduct, where applicable law prohibits limitation).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

18. Indemnification

You agree to indemnify, defend, and hold harmless MinuteZero and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of a third party, including intellectual property, privacy, publicity, or contractual rights
• Any content you publish, send, or distribute through or from the Service, regardless of whether that content was generated by the Service, edited by you, or written entirely by you
• Any outbound communication you send through the Service, including claims under CAN-SPAM, TCPA, GDPR, CCPA, CPRA, CASL, or any other applicable law
• Your contact records, including any claim that you obtained, used, or shared contact data in violation of applicable law or any third party's terms
• Any claim that AI-generated content or other Service outputs infringed a third party's intellectual property rights, defamed any person, or otherwise caused harm to a third party
• Any tax obligation imposed on your use of the Service (other than taxes based on our net income)

19. Term and termination

Term. These Terms are effective from the date you first access or use the Service and continue until terminated by either party.

Termination by you. You may terminate your account and cease using the Service at any time. Cancellation of a paid subscription will take effect at the end of the current billing period. No prorated refunds will be issued for partial billing periods unless required by applicable law.

Termination by us. We may suspend or terminate your access to the Service immediately and without prior notice if: (a) you breach any provision of these Terms; (b) your payment is overdue by more than 15 days; (c) you become subject to bankruptcy or insolvency proceedings; (d) we reasonably believe your use of the Service creates risk of legal liability to us or to a third party; or (e) continued provision of the Service to you would be unlawful. We may also terminate your account for convenience upon 30 days' written notice.

Cure period. For material breaches other than (i) payment defaults, (ii) breaches of Section 9 (License Grant) or Section 10 (Acceptable Use), (iii) breaches of Section 15 (Confidentiality), or (iv) breaches that we reasonably believe pose imminent risk of liability or harm to us or to a third party, we will provide written notice and a 15-day cure period before terminating for breach.

Effect of termination. Upon termination: (a) all licenses granted herein immediately cease; (b) you must cease all use of the Service; (c) any outstanding payment obligations survive; (d) we will make your data available for export for 30 days following termination, after which we may delete it; and (e) we may retain suppression and opt-out records indefinitely to honor recipient preferences across future sends.

Survival. Sections 6 (AI-Generated Content), 7 (Outbound Communications), 8 (Your Data — ownership provisions), 9 (License Grant — restrictions), 10 (Acceptable Use), 11 (Intellectual Property), 13 (AI-Generated Content on Our Website), 15 (Confidentiality), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 20 (Governing Law and Dispute Resolution), and 21 (General Provisions) shall survive any termination or expiration of these Terms.

20. Governing law and dispute resolution

Governing law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Dispute resolution. Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties for a period of 30 days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, United States, by a single arbitrator, in the English language. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Class action waiver. To the fullest extent permitted by law, you and MinuteZero each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. We believe individual resolution leads to faster, fairer outcomes for both parties. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial.

Small claims. Notwithstanding the foregoing, either party may bring an action in small claims court for claims that are within the jurisdiction of small claims court, provided that the action remains in such court and is not removed, transferred, or expanded beyond small claims jurisdiction.

Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first engaging in the dispute resolution procedures described above. Any such action shall be brought in the state or federal courts located in San Francisco, California, and each party consents to the personal jurisdiction of those courts for such purposes.

Time limit. Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year of the date the claim accrued, or it is permanently barred, to the fullest extent permitted by applicable law.

21. General provisions

Modifications. We reserve the right to modify these Terms at any time. Changes will be communicated by posting the updated Terms on this page with a revised “Last updated” date. Your continued use of the Service after the updated Terms are posted constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

Entire agreement. These Terms, together with our Privacy Policy and any order forms or supplementary agreements, constitute the entire agreement between you and MinuteZero with respect to the Service and supersede all prior or contemporaneous communications, whether electronic, oral, or written.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

Assignment. You may not assign or transfer these Terms or any rights or obligations herein without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void.

Force majeure. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, labor disputes, government actions, power failures, internet or telecommunications disruptions, or third-party service outages.

Notices. Notices to you may be sent to the email address associated with your account or posted on the Service. Notices to us should be sent to stephen@minutezero.com.

Export compliance. You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. You represent that you are not located in, or a resident or national of, any country subject to comprehensive U.S. trade sanctions.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

Independent contractors. The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the parties.

Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

22. Contact

If you have questions about these Terms, please contact us at stephen@minutezero.com.

MinuteZero
3476 18th St, Apt 36
San Francisco, CA 94110
United States