Terms of Service

Last updated: 2026-07-19

1. Introduction

These Terms of Service (“Terms”) govern your access to and use of the Mintgrove platform (“Mintgrove,” “we,” “us,” or “our”), provided by Mintgrove LLC (“Company”). By signing up for or using Mintgrove, you (“App Company” or “you”) agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Mintgrove is under active development. Certain features may be labeled “beta” or “preview” within the product; those features are provided without warranty of availability or continued support and may be modified or discontinued at any time. Mintgrove does not currently offer a service-level agreement (SLA) for Starter, Growth, or Scale plans; Enterprise accounts may include SLA terms in their individually negotiated order form.

2. Definitions

“Mintgrove” means the enterprise access infrastructure platform operated by the Company, including all software, APIs, webhooks, and associated services.

“App Company” means the software subscription business that has signed up to use Mintgrove to offer enterprise seat licenses to its customers.

“Buyer” means the enterprise customer (organization) that purchases seat licenses from the App Company through Mintgrove.

“Seat Holder” means an individual end user within a Buyer organization who is assigned a seat license.

“Platform Fee” means the monthly subscription fee charged by Mintgrove to the App Company for use of the platform, billed separately from seat license transactions.

“Revenue Share”means the percentage of each seat license transaction that Mintgrove retains as a service fee, collected as an application fee on that transaction, as specified in the App Company's pricing tier.

“Connected Billing Account”means the App Company's payment processor account (e.g., Stripe) connected to Mintgrove to process seat license transactions.

3. Eligibility and Account Registration

You must be at least 18 years old and have the legal capacity to enter into contracts to use Mintgrove. By registering, you represent that all information you provide is accurate, current, and complete.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately if you become aware of unauthorized access to your account.

4. Platform Access and Services

Subject to these Terms and payment of applicable fees, Mintgrove grants you a limited, non-exclusive, non-transferable right to access and use the Mintgrove platform for the purpose of offering enterprise seat licenses to your customers.

Mintgrove provides infrastructure and tooling. Mintgrove does not:

• Sell or license software or services directly to Buyers on your behalf
• Act as your agent or legal representative in transactions with Buyers
• Guarantee any particular volume of purchases or revenue

5. Merchant of Record

Your role.

You are the merchant of record for all seat license transactions between you and your Buyers. Mintgrove processes those transactions through your Connected Billing Account. This means:

• All charges to Buyers appear as charges from you (the App Company), not from Mintgrove
• You are responsible for all customer-facing obligations including refunds, disputes, and chargebacks
• You are responsible for applicable sales tax, VAT, or other transactional taxes on seat license revenue
• You are responsible for your own compliance with consumer protection laws applicable to your transactions

Mintgrove's role.

Mintgrove is the merchant of record for its own charges to you — the Platform Fee, billed separately through Mintgrove's own billing account, and the Revenue Share, collected as an application fee on transactions processed through your Connected Billing Account. Mintgrove retains a Platform Fee and Revenue Share from each transaction, as described in Section 7.

6. Your Obligations

You agree to:

Account and setup:

• Maintain a valid Connected Billing Account in good standing
• Provide accurate business and product information in your Mintgrove account
• Complete all required onboarding steps before offering seat licenses to Buyers

Operations:

• Maintain and operate the app or software product for which seat licenses are sold
• Honor the access entitlements for all active seat holders in a timely manner
• Revoke access promptly upon seat expiry, cancellation, or our instruction following a chargeback or dispute
• Configure any in-app access integrations (e.g., Adapty) accurately to reflect actual access grants

Communications:

• You authorize Mintgrove to send Buyers and Seat Holders certain enumerated transactional communications on your behalf — specifically seat confirmation, renewal reminder, and access-change notifications — using your configured sender identity (name, reply-to address, and branding as provided in your Mintgrove account), in addition to any communications you send through your own systems or Mintgrove's authorized webhook delivery.
• For communications sent under this authorization, you are designated the “sender” for purposes of the CAN-SPAM Act and equivalent electronic-communications laws. You warrant that you have the right to authorize Mintgrove's use of your name and branding for this purpose, and that the sender details on file in your account are accurate and current.
• This authorization takes effect only once you complete sending-domain verification (SPF/DKIM delegation) as prompted during onboarding. Until verification is complete, Mintgrove will send these communications under its own identity, on your behalf, rather than under your branding.
• You must disclose Mintgrove's role in sending these communications to your Seat Holders in your own privacy notice, consistent with your obligations below.
• Comply with applicable anti-spam and electronic communications laws for all communications you send to Buyers and Seat Holders, including those sent under this authorization.

Legal and compliance:

• Comply with all applicable laws and regulations in your jurisdiction and the jurisdictions in which you operate
• Maintain your own privacy policy and terms of service governing your relationship with Buyers and Seat Holders, including disclosure of Mintgrove's role in processing their data and in sending communications on your behalf as described above
• Provide Mintgrove with current links to your own terms of service, refund policy, and privacy policy for display to Buyers during checkout, and keep those links current; you warrant that your terms are sufficient to govern your relationship with your Buyers
• Not use Mintgrove for any unlawful purpose or in any manner that could harm Mintgrove or third parties

7. Fees and Payment

Platform Fee:You will pay Mintgrove a monthly Platform Fee as specified for the plan you select, as displayed at signup and reflected in your account settings. The Platform Fee is a fixed subscription charge billed in advance on a recurring monthly basis through Mintgrove's own billing account — it is not calculated from, or contingent on, your transaction volume.

Revenue Share:Mintgrove separately retains a Revenue Share — a percentage of each seat license transaction processed through your Connected Billing Account, collected as an application fee on that transaction at the time it is processed (deducted at source, not invoiced separately). The Revenue Share percentage applicable to your plan is displayed at signup and in your account settings. As of this Agreement's last-updated date, the published rates are: Starter 3%, Growth 3%, Scale 2%, Enterprise 1.5% — provided here for reference only; the rate displayed in your account settings governs.

Revenue-share base:The Revenue Share is calculated on the gross seat license transaction amount charged to the Buyer at the time of the transaction, before deduction of Stripe's own processing fees. It is deducted automatically as that transaction is processed and is not recalculated based on later discounts; refund and chargeback handling is addressed in Mintgrove's then-current billing documentation.

Billing: Platform Fees are charged to your payment method on file. Revenue Share is deducted at source from each transaction processed through your Connected Billing Account, as an application fee under Stripe Connect, before payout to you.

Changes to fees:We will provide at least 30 days' notice of any changes to the Platform Fee or Revenue Share percentage. Continued use of Mintgrove after the effective date of a fee change constitutes acceptance of the new fees.

Taxes: All fees are exclusive of taxes. You are responsible for any applicable taxes on fees you pay to Mintgrove.

Late payments: If any payment due under these Terms is not made when due, we reserve the right to suspend your access to Mintgrove until payment is received.

8. Intellectual Property

Mintgrove and its licensors own all intellectual property rights in the Mintgrove platform, including all software, designs, trademarks, and documentation. These Terms do not grant you any rights in Mintgrove's intellectual property except the limited license described in Section 4.

You retain all intellectual property rights in your own software products and content. By using Mintgrove, you grant us a limited license to process, transmit, and store your data as necessary to provide the platform services.

9. Confidentiality

Each party may have access to confidential information of the other in connection with these Terms. Each party agrees to maintain the confidentiality of the other party's confidential information using at least the same degree of care it uses to protect its own confidential information, and not to disclose such information to third parties without prior written consent.

Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order.

10. Data and Privacy

Your use of Mintgrove is subject to our Privacy Policy, which is incorporated into these Terms by reference.

The parties' respective roles with respect to personal data processed in connection with the platform — including which party acts as controller and which acts as processor for each category of data — are set out in the Data Processing Agreement, which is incorporated into these Terms and governs over any general description in this Section 10 in the event of a conflict. In summary: Mintgrove acts as your processor for Buyer and Seat Holder personal data, acting on your documented instructions as described in the DPA; Mintgrove acts as an independent controller only for App Company account and billing data, and for narrow security and fraud-prevention purposes described in the Privacy Policy.

You remain responsible for your own compliance with applicable data protection laws (including GDPR where applicable) with respect to personal data of Buyers and Seat Holders, consistent with your role as controller of that data under the DPA.

11. Prohibited Uses

You may not use Mintgrove to:

• Facilitate any unlawful transaction or violate any applicable law
• Sell access to products or services that infringe third-party intellectual property rights
• Misrepresent your product, pricing, or terms to Buyers
• Interfere with or disrupt the integrity or performance of Mintgrove or its infrastructure
• Attempt to gain unauthorized access to Mintgrove systems or another App Company's data
• Resell or sublicense access to the Mintgrove platform to third parties

12. Term and Termination

Term: These Terms commence on the date you create your Mintgrove account and continue until terminated. There is no minimum contract term for Starter, Growth, or Scale plans.

Termination by you: You may cancel your Mintgrove account and Platform Fee subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period — you will not be charged for the following period, and your access continues through the end of the period already paid for. Cancellation does not entitle you to a refund of prepaid Platform Fees, and does not relieve you of any Revenue Share owed on transactions processed before the cancellation date.

Enterprise plans: Enterprise accounts are established through an individually negotiated order form or agreement, which may include its own term, renewal, and cancellation provisions specific to that agreement. Those negotiated provisions govern over this Section 12 for Enterprise accounts.

Termination by Mintgrove: We may terminate or suspend your access to Mintgrove immediately upon notice if: (a) you materially breach these Terms and fail to cure within 15 days of written notice; (b) you become insolvent or subject to bankruptcy proceedings; (c) we are required to do so by law; or (d) continued operation of your account poses a risk to Mintgrove or other users.

Offboarding process: Upon cancellation or termination taking effect:

• Existing Seat Holders retain access through the end of each Buyer's then-current purchased license term (not Mintgrove's billing period), consistent with your ongoing obligations under Section 6. You are solely responsible for honoring those license terms after your Mintgrove account is cancelled or terminated, including by transitioning to a replacement system if needed.
• Upon written request, Mintgrove will provide an export of your App Company's account data (App Company records, Buyer org records, active licenses and terms, seat assignment history, and transaction history) in a standard machine-readable format. The specific security, format, and retention/deletion terms governing this export are set out in the Data Processing Agreement.
• You are responsible for transitioning Buyers and Seat Holders to any replacement system; Mintgrove has no obligation to migrate your data into a third-party or self-built system on your behalf.
• Any Revenue Share and Platform Fees outstanding as of the termination date remain payable under Section 7.

Effect of termination: Upon termination, your license to use Mintgrove ceases. You remain responsible for settling any outstanding fees and for fulfilling your obligations to Buyers with active seat licenses. Sections relating to payment obligations, intellectual property, confidentiality, data protection obligations under Section 10 and the Data Processing Agreement, limitation of liability, and dispute resolution survive termination.

13. Disclaimers

THE MINTGROVE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT MINTGROVE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

We do not guarantee that any particular volume of transactions will be processed, that Buyers will purchase licenses, or that any specific revenue will be generated through the platform.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES) WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF MINTGROVE.

EACH PARTY'S TOTAL LIABILITY TO THE OTHER FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS YOU PAID TO MINTGROVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THE “GENERAL CAP”). FOR CLAIMS ARISING FROM A PARTY'S BREACH OF ITS DATA-PROTECTION OR CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 OR THE DATA PROCESSING AGREEMENT, AND FOR ENTERPRISE-TIER ACCOUNTS ONLY, EACH PARTY'S TOTAL LIABILITY INSTEAD SHALL NOT EXCEED TWO (2) TIMES THE AMOUNTS YOU PAID TO MINTGROVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THE “ENHANCED CAP”); THE GENERAL CAP CONTINUES TO APPLY TO SUCH CLAIMS FOR STARTER, GROWTH, AND SCALE ACCOUNTS.

The indemnification obligations in Section 15 are subject to, and count toward, the General Cap or Enhanced Cap as applicable, except that Mintgrove's intellectual- property indemnification obligation under Section 15 is not subject to either cap.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

15. Indemnification

By you.

You agree to indemnify, defend, and hold harmless Mintgrove and its officers, directors, employees, and affiliates from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of Mintgrove; (b) your products or services; (c) your relationship with Buyers or Seat Holders; (d) your violation of these Terms; (e) your violation of any applicable law or third-party rights; or (f) your authorization of Mintgrove to send communications under your identity pursuant to Section 6, including the content and branding you configure for those communications.

By Mintgrove.

Mintgrove agrees to indemnify, defend, and hold harmless you and your officers, directors, and employees from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of a third party's claim that the Mintgrove platform, as provided by Mintgrove and used in accordance with these Terms, infringes that third party's intellectual property rights. If such a claim arises, or Mintgrove reasonably believes it may, Mintgrove may, at its option: (a) procure the right for you to continue using the platform; (b) modify the platform to be non-infringing; or (c) if neither is commercially reasonable, terminate your access and refund any prepaid, unused Platform Fees. This indemnity does not apply to claims arising from your products, your content, your configuration of the platform, or your combination of the platform with anything not provided by Mintgrove.

16. Dispute Resolution

Governing law: These Terms are governed by the laws of the State of Vermont, without regard to conflict of law principles.

Informal resolution: Before initiating any formal proceedings, the parties agree to attempt to resolve any dispute informally by contacting the other party in writing and allowing 30 days to negotiate a resolution.

Arbitration:Except as set out in the Carve-Out below, any dispute, claim, or controversy arising out of or relating to these Terms or the Mintgrove platform — including its formation, interpretation, breach, or termination — will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, conducted by a single arbitrator, with the seat of arbitration in Vermont. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Class action waiver: Arbitration under this Section will be conducted on an individual basis only. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, or representative proceeding, and the arbitrator has no authority to consolidate claims or preside over any form of class or representative proceeding.

Carve-out: Either party may bring an individual action in the state or federal courts located in Essex County, Vermont to seek injunctive or other equitable relief to protect its intellectual property or confidential information, or to bring a qualifying claim in small claims court.

Venue: For any dispute not subject to arbitration under this Section 16 (including the Carve-Out above), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Essex County, Vermont, and waive any objection to that venue.

17. Changes to These Terms

We may modify these Terms from time to time. We will provide at least 30 days' notice of material changes via email to your registered address or a prominent notice within the platform. Your continued use of Mintgrove after the effective date of the modified Terms constitutes acceptance.

18. General Provisions

Entire agreement:These Terms, together with the Privacy Policy, the Data Processing Agreement (including its Exhibit A, where applicable), and the App Signup Click-Wrap Agreement accepted at signup, constitute the entire agreement between you and Mintgrove regarding the subject matter hereof and supersede all prior agreements. In the event of a conflict specifically regarding the processing of personal data, the Data Processing Agreement controls. The “Mintgrove App Company Agreement” referenced in the Click-Wrap is a cover document summarizing these Terms and does not independently modify them; these Terms control over that summary in the event of any conflict.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force.

No waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that right.

Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of assets.

Force majeure: Neither party is liable for delay or failure to perform any obligation under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, or internet, utility, or third-party infrastructure failures.

Export and sanctions: You represent that you are not located in, under the control of, or a national or resident of, any country or party subject to U.S. government embargo or sanctions, and that you will not use Mintgrove in violation of any applicable export control or sanctions law.

Notices: Notices to Mintgrove should be sent to legal@mintgrove.co or to Mintgrove LLC, 790 Newark Rd, Island Pond, VT 05846. Notices to you will be sent to the email address on your account.