Terms and Conditions

1. Services

Menaia provides a software-as-a-service platform designed for CRM, field service management, project management, communication, performance tracking, gamification, reporting, automation, AI-supported workflows, and related business tools.

Menaia may update, improve, modify, remove, or replace features from time to time. Menaia will use reasonable efforts to avoid materially reducing the core functionality of the platform during an active subscription term.

2. Subscription Rights

Subject to payment and compliance with these Terms, Menaia grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use the Menaia platform during the subscription term for the Client’s internal business operations only.

The Client does not own the software. The Client is purchasing access to the platform as a hosted SaaS service.

The Client may not:

1. Copy, resell, sublicense, rent, lease, or distribute the platform.
2. Reverse engineer, decompile, modify, or attempt to access the source code.
3. Use the platform to build or support a competing product.
4. Use the platform in violation of law.
5. Interfere with platform security, availability, or performance.
6. Scrape, extract, or misuse platform data except through approved export tools or written permission from Menaia.

3. Users and Accounts

The Client is responsible for all activity occurring under its accounts and credentials, including any shared or delegated logins, and including activity by its users, employees, contractors, subcontractors, administrators, and authorized representatives.

The Client is responsible for keeping login credentials confidential and must notify Menaia immediately of any suspected unauthorized access.

Menaia may suspend or restrict access if it reasonably believes there is unauthorized use, security risk, non-payment, illegal activity, misuse, or violation of these Terms.

4. Fees and Payment

The Client agrees to pay all fees listed in the applicable agreement, order form, proposal, or invoice.

Unless otherwise stated in writing:

1. Fees are billed in advance.
2. Fees are non-refundable.
3. Payment is due according to the invoice terms.
4. Late payments may result in suspension of access.
5. Menaia may charge late fees, collection costs, processing fees, or reasonable recovery expenses where allowed by law.
6. The Client is responsible for taxes, except taxes based on Menaia’s income.

If the Client adds users, locations, features, modules, storage, integrations, usage volume, onboarding, support, training, or other services, additional fees may apply.

5. Subscription Term, Renewal, and Cancellation

The subscription term will be stated in the applicable agreement or order form.

Unless otherwise stated, subscriptions automatically renew for successive renewal terms unless either party gives written notice of non-renewal at least 30 days before the renewal date.

Cancellation does not relieve the Client from paying fees already due or committed for the then-current term.

6. Implementation, Onboarding, and Client Responsibilities

Menaia may provide onboarding, training, implementation support, data setup, configuration, workflow guidance, or consulting-style support as described in the applicable agreement.

The Client understands that successful implementation depends on the Client’s own participation, including providing accurate information, making decisions, assigning responsible personnel, attending meetings, testing workflows, training staff, and enforcing internal adoption.

Menaia is not responsible for delays, errors, failed adoption, poor data quality, inaccurate configuration, or business results caused by the Client’s failure to cooperate, provide information, train its staff, or use the platform properly.

7. Client Data

“Client Data” means data, content, files, records, customer information, employee information, project information, pricing, contracts, communications, images, reports, documents, and other information submitted to or processed through the platform by or on behalf of the Client.

The Client owns its Client Data.

Menaia may access, process, store, transmit, use, and display Client Data as necessary to:

1. Provide the services.
2. Support, maintain, secure, and improve the platform.
3. Troubleshoot issues.
4. Provide customer support.
5. Develop analytics, reporting, and platform improvements.
6. Comply with law.
7. Enforce the agreement.

Menaia will not sell Client Data.

8. Data Accuracy

The Client is responsible for the accuracy, legality, quality, and completeness of Client Data.

Menaia is not responsible for business decisions, reports, payroll decisions, commissions, employee bonuses, pricing, scheduling, invoices, contracts, performance scores, or operational outcomes based on inaccurate, incomplete, outdated, or improperly entered Client Data.

9. Aggregated and De-Identified Data

Menaia may collect and use aggregated, anonymized, or de-identified data derived from platform usage for analytics, benchmarking, product improvement, AI improvement, security, industry insights, and business intelligence, provided such data does not identify the Client, its customers, or individual users.

Menaia owns all aggregated and de-identified data.

10. Personal Data and Privacy

Each party must comply with applicable privacy and data protection laws.

The Client is responsible for obtaining all required consents, notices, permissions, and legal rights to enter, upload, collect, process, or share personal data through the platform, including data relating to customers, employees, subcontractors, leads, vendors, and other individuals.

If required by law, the parties may enter into a separate Data Processing Agreement (DPA).

11. Security

Menaia will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data.

However, no software, cloud system, network, or transmission method is 100% secure. Menaia does not guarantee that unauthorized access, cyberattacks, service interruptions, data loss, or security incidents will never occur.

The Client is responsible for maintaining secure devices, user permissions, passwords, internal controls, employee access, and proper offboarding of users.

12. Backups and Data Retention

Menaia may maintain backups according to its internal policies. Backups are for disaster recovery and platform continuity, not as a replacement for the Client’s own records or backups.

The Client is responsible for exporting and retaining any business records it is legally or operationally required to keep.

After termination or expiration, Menaia may delete Client Data after a reasonable period unless legally required to retain it or unless a separate written agreement states otherwise.

13. AI Features

Menaia may include AI-powered tools, suggestions, summaries, recommendations, automations, predictions, coaching insights, data analysis, call summaries, text generation, or decision-support features.

The Client understands and agrees that:

1. AI outputs may be incomplete, inaccurate, biased, or not suitable for every situation.
2. AI outputs are not legal, financial, tax, HR, employment, medical, safety, or professional advice.
3. The Client is responsible for reviewing and approving AI outputs before using them.
4. Menaia is not responsible for decisions made based on AI outputs.
5. The Client must not use AI features to make unlawful employment, compensation, hiring, firing, disciplinary, credit, housing, insurance, or other regulated decisions without proper human review and legal compliance.

Comparison and Advocacy Tools. The platform may offer features that compare a Client’s proposal, bid, or contract against materials provided by another party and generate observations, opinions, scores, or recommendations. The Client understands that these outputs may be prepared to support the Client’s interests and are not independent, neutral, or objective evaluations. Where such outputs are presented to a Client’s prospective customer or other third party, the Client is responsible for clearly disclosing that the comparison is provided on behalf of the Client, and the Client must not present these outputs as an impartial or unbiased assessment.

Any AI output, including any comparison, scoring, or opinion regarding bids, proposals, or contracts, is provided for operational and informational purposes only, may be incomplete or inaccurate, and does not constitute legal, financial, or professional advice. The Client is responsible for independently reviewing all such outputs and for any decision made in reliance on them.

Menaia may use third-party AI providers to deliver certain AI features. Use of those features may be subject to additional terms.

14. Integrations and Third-Party Services

The platform may integrate with third-party services such as accounting systems, payment processors, email, SMS, calendars, CRMs, Zapier, APIs, AI providers, storage tools, communication tools, or other external platforms.

Menaia is not responsible for third-party services, outages, errors, pricing changes, API limitations, data delays, data loss, security issues, discontinued integrations, or changes made by third-party providers.

The Client is responsible for maintaining its own third-party accounts, permissions, subscriptions, credentials, and compliance with third-party terms.

If a third-party integration stops working due to changes outside Menaia’s control, Menaia will use reasonable efforts to support a solution but does not guarantee uninterrupted integration availability.

15. Acceptable Use

The Client may not use the platform to:

1. Violate any law or regulation.
2. Send spam, unlawful messages, or unauthorized marketing.
3. Upload malicious code, viruses, malware, or harmful files.
4. Infringe intellectual property rights.
5. Harass, abuse, discriminate, defame, or threaten others.
6. Store or transmit unlawful, sensitive, or regulated data unless expressly permitted by Menaia in writing.
7. Attempt to bypass security controls.
8. Overload, damage, or disrupt the platform.
9. Access data or accounts without permission.
10. Use the platform for illegal surveillance, unlawful tracking, or improper monitoring.

Uploaded Third-Party Materials. If the Client or its prospective customers upload bids, proposals, contracts, or other materials prepared by a third party, the uploading party represents and warrants that it has the right to upload and use those materials for comparison and analysis through the platform, and that doing so does not violate any confidentiality obligation, non-disclosure agreement, or other restriction owed to the third party. The Client is responsible for any such materials uploaded by it or by its prospective customers through the Client’s account or links, and will indemnify Menaia for claims arising from materials uploaded without the necessary rights or in breach of any third-party obligation.

Menaia may remove content, suspend access, or terminate the account if it reasonably believes the Client violated this section.

16. Communications, SMS, Email, and Marketing Use

If the Client uses the platform to send SMS, email, calls, notifications, marketing messages, customer updates, employee messages, or automated communications, the Client is solely responsible for compliance with applicable laws, including consent requirements, opt-out requirements, marketing rules, employment rules, and communication regulations.

Menaia is not responsible for fines, claims, deliverability issues, blocked numbers, spam reports, carrier restrictions, or unlawful communications caused by the Client’s use of messaging tools.

17. Payments, Invoices, Contracts, and Financial Information

If Menaia provides tools for estimates, proposals, invoices, payment collection, commissions, bonuses, pricing, contracts, or financial reporting, those tools are provided for operational support only.

The Client is responsible for reviewing and approving all prices, contracts, invoices, payment requests, commissions, bonuses, payroll information, financial reports, tax treatment, accounting entries, and business decisions.

Menaia is not a bank, payment processor, accountant, payroll provider, tax advisor, financial advisor, or law firm.

18. Employment, Payroll, Bonuses, and Performance Tracking

Menaia may include employee performance tracking, scoreboards, leaderboards, bonuses, gamification, incentives, rewards, recognition, commissions, productivity tracking, and related features.

The Client is solely responsible for ensuring that its use of these features complies with employment laws, wage and hour laws, labor laws, privacy laws, anti-discrimination laws, workplace monitoring laws, and internal policies.

Menaia does not make employment decisions for the Client. All employment, compensation, payroll, disciplinary, hiring, firing, promotion, and bonus decisions are the Client’s sole responsibility.

19. Subcontractors and External Users

If the Client allows subcontractors, vendors, partners, customers, or external users to access the platform, the Client is responsible for their access, conduct, permissions, data use, and compliance with these Terms.

Menaia may restrict or remove external user access if needed to protect the platform, Client Data, or other users.

20. Service Availability

Menaia will use commercially reasonable efforts to keep the platform available. However, Menaia does not guarantee uninterrupted, error-free, or always-available service.

The platform may be unavailable due to maintenance, updates, internet outages, third-party service failures, hosting issues, security events, emergency repairs, force majeure events, or other causes.

Any uptime commitments, service credits, or service levels must be expressly stated in a separate written SLA signed by Menaia.

21. Support

Menaia may provide support according to the applicable subscription plan, agreement, or support policy.

Support may include email, chat, ticketing, training, documentation, video calls, or other methods determined by Menaia.

Menaia is not obligated to provide support for issues caused by:

1. Client misuse.
2. Unauthorized modifications.
3. Third-party systems.
4. Poor internet connectivity.
5. Unsupported devices or browsers.
6. Incorrect Client Data.
7. Client failure to follow instructions.
8. Use outside the agreed scope.

22. Professional Services

Any custom development, configuration, workflow design, consulting, implementation, data migration, training, reporting setup, integration work, or other professional services will be governed by the applicable statement of work or written agreement.

Unless expressly stated otherwise, professional services are billed separately and do not guarantee any specific business outcome.

23. Intellectual Property

Menaia owns all rights, title, and interest in and to the platform, software, technology, source code, workflows, designs, UI, UX, algorithms, AI models, processes, documentation, templates, reports, know-how, product ideas, improvements, features, inventions, trademarks, branding, and related intellectual property.

The Client receives only the limited access rights described in these Terms.

The Client may not remove Menaia branding, copyright notices, trademarks, or proprietary notices unless approved in writing.

24. Feedback

If the Client provides feedback, ideas, suggestions, requests, improvements, feature recommendations, bug reports, or other input, Menaia may use that feedback without restriction or compensation.

The Client grants Menaia a perpetual, worldwide, royalty-free right to use feedback to improve, develop, market, or modify Menaia products and services.

25. Confidentiality

Each party may receive confidential information from the other party.

Confidential information includes business information, pricing, product plans, software, technology, customer lists, financial data, employee data, strategies, workflows, non-public documents, trade secrets, and other information that should reasonably be understood as confidential.

Each party agrees to:

1. Use confidential information only for the agreement.
2. Protect confidential information using reasonable care.
3. Not disclose confidential information to unauthorized third parties.
4. Limit access to personnel, contractors, advisors, or service providers who need to know and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available, already known, independently developed, or lawfully received from another source.

26. Publicity

Unless the Client objects in writing, Menaia may identify the Client as a customer and use the Client’s name and logo in customer lists, sales materials, investor materials, websites, and marketing.

Any detailed case study, testimonial, or public performance story will require separate approval from the Client.

27. Warranties Disclaimer

The platform and services are provided “as is” and “as available.”

To the maximum extent permitted by law, Menaia disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted service, error-free operation, security, availability, profitability, business growth, operational improvement, or specific results.

Menaia does not guarantee that the platform will meet all Client requirements, produce specific business outcomes, increase sales, reduce costs, improve employee performance, eliminate operational problems, or prevent human error.

28. Limitation of Liability

To the maximum extent permitted by law, Menaia will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business, loss of goodwill, loss of data, business interruption, replacement services, or operational losses, even if Menaia was advised of the possibility of such damages.

To the maximum extent permitted by law, Menaia’s total liability for all claims arising out of or relating to the agreement, platform, or services will not exceed the amounts actually paid by the Client to Menaia during the three months immediately before the event giving rise to the claim.

29. Indemnification by Client

The Client will defend, indemnify, and hold harmless Menaia, its owners, officers, directors, employees, contractors, affiliates, and agents from and against any claims, damages, losses, liabilities, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

1. Client Data.
2. The Client’s use of the platform.
3. The Client’s violation of law.
4. The Client’s violation of these Terms.
5. The Client’s communications with customers, employees, leads, subcontractors, or third parties.
6. Employment, payroll, bonus, commission, incentive, performance, or workplace claims.
7. Contracts, estimates, invoices, payments, or financial decisions made by the Client.
8. Third-party services connected by the Client.
9. Unauthorized use of the platform by the Client’s users.
10. Claims brought by the Client’s customers, employees, subcontractors, vendors, or users.

30. Indemnification by Menaia

Menaia will defend the Client against third-party claims alleging that the Menaia platform, as provided by Menaia and used according to the agreement, directly infringes a valid U.S. copyright, trademark, or trade secret.

Menaia will not be responsible for claims based on:

1. Client Data.
2. Client modifications.
3. Third-party services.
4. Use outside the agreement.
5. Combination with other software, hardware, systems, or data not provided by Menaia.
6. Use after Menaia provides a replacement, modification, or instruction to stop use.

If an infringement claim occurs, Menaia may, at its option:

1. Modify the platform.
2. Replace the affected functionality.
3. Obtain the right for the Client to continue using it.
4. Terminate the affected service and provide a prorated refund of prepaid unused fees.

This section states Menaia’s entire liability for intellectual property infringement claims.

31. Suspension

Menaia may suspend access immediately if:

1. Payment is overdue.
2. The Client violates these Terms.
3. The Client creates a security risk.
4. The Client uses the platform unlawfully.
5. The Client exceeds agreed usage limits.
6. Suspension is required by law.
7. A third-party provider requires suspension.
8. Continued access may harm Menaia, the platform, other clients, or third parties.

Menaia is not liable for losses caused by suspension under this section.

32. Termination

Either party may terminate the agreement if the other party materially breaches the agreement and fails to cure the breach within 30 days after written notice.

Menaia may terminate immediately for non-payment, illegal use, security threats, abusive conduct, violation of intellectual property rights, or misuse of the platform.

Upon termination:

1. Client access will end.
2. Fees already paid are non-refundable.
3. Unpaid fees become immediately due.
4. The Client must stop using the platform.
5. Menaia may delete Client Data after a reasonable period.
6. Sections that by their nature should survive will survive, including payment obligations, confidentiality, IP ownership, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

33. Data Export After Termination

Upon written request made within 30 days after termination, Menaia may provide a reasonable export of available Client Data in a standard format, subject to payment of all outstanding fees and any applicable export or service fees.

Menaia is not required to provide custom exports, recreate deleted data, maintain inactive accounts indefinitely, or support unsupported file formats.

34. Beta Features

Menaia may offer beta, pilot, experimental, preview, or early-access features.

Beta features are provided “as is,” may be changed or discontinued at any time, may contain errors, and may not be covered by support, uptime, warranty, or service commitments.

The Client uses beta features at its own risk.

35. Compliance With Laws

The Client is responsible for using the platform in compliance with all applicable laws, regulations, licensing requirements, industry rules, employment laws, privacy laws, consumer protection laws, advertising laws, communication laws, tax laws, and contract laws.

Menaia is not responsible for determining the Client’s legal obligations.

36. No Legal, Tax, Accounting, HR, or Professional Advice

Menaia may provide templates, workflows, contracts, reports, suggestions, AI outputs, pricing tools, business insights, dashboards, or examples.

These are for operational convenience only and do not constitute legal, tax, accounting, HR, employment, payroll, insurance, financial, or professional advice.

The Client should consult its own advisors before relying on platform-generated materials for legal, financial, employment, or tax purposes.

37. Force Majeure

Menaia is not responsible for delay or failure to perform due to events outside its reasonable control, including natural disasters, war, terrorism, labor disputes, internet outages, utility failures, hosting provider failures, cyberattacks, government actions, pandemics, supply interruptions, third-party service failures, or other force majeure events.

38. Assignment

The Client may not assign or transfer the agreement without Menaia’s prior written consent.

Menaia may assign the agreement in connection with a merger, acquisition, sale of assets, reorganization, financing, corporate restructuring, or transfer of business operations.

39. Changes to Terms

Menaia may update these Terms from time to time. Updated Terms will apply upon renewal, continued use, or as otherwise permitted by law.

For material changes, Menaia will make reasonable efforts to notify the Client.

40. Governing Law and Venue

The agreement will be governed by the laws of the State of California, without regard to conflict of law principles.

The parties agree that any dispute will be brought in the state or federal courts located in San Diego County, California, unless otherwise required by law.

41. Dispute Resolution

Before filing a lawsuit, the parties agree to first attempt to resolve disputes through good-faith business discussions.

Either party may seek emergency injunctive relief for misuse of intellectual property, confidentiality breaches, security threats, unauthorized platform access, or misuse of Client Data.

42. Notices

Notices must be sent by email, certified mail, courier, or other written method listed in the agreement.

Notices to Menaia must be sent to the contact information listed in the agreement or another address designated by Menaia.

43. Entire Agreement

These Terms, together with the applicable agreement, order form, proposal, statement of work, DPA, SLA, privacy policy, and any written attachments, make up the entire agreement between the parties.

If there is a conflict between these Terms and a signed order form or written agreement, the signed written agreement controls only for that specific conflict.

44. Severability

If any part of these Terms is found invalid or unenforceable, the remaining sections will remain in effect.

45. No Waiver

Failure to enforce any provision does not waive the right to enforce it later.

46. Relationship of the Parties

The parties are independent contractors. Nothing in the agreement creates a partnership, joint venture, agency, employment relationship, franchise, or fiduciary relationship.