Between: ChipMonkeys Inc. ("Company")
And: the individual or business activating Touch Up Titans Edition ("Subscriber")
Effective Date: the date you accept these terms
Company operates the Monkey Business Manager ("MBM") software platform... a business management tool for mobile field-service businesses, originally built for the mobile automotive touch-up industry. Subscriber wishes to use the MBM platform to manage their independent business operations.
Subscriber runs their own independent business, sets their own prices, and makes their own decisions. Company provides access to the MBM platform under the terms in this Agreement.
Company is a tools provider, not a regulator. Company furnishes the software infrastructure that lets Subscribers run their businesses. Subscriber alone is responsible for ensuring that their use of the platform, their business operations, their marketing, their financing arrangements, and any other conduct conform to all laws, regulations, licenses, and registrations applicable to them. Company does not investigate, vet, certify, or audit any user's compliance with any law as a condition of providing the platform.
This Agreement governs platform access and the Touch Up Titans Edition. For Company-published Editions such as Touch Up Titans Edition, the Licensing Fee and fee terms are governed by Section 3 of this Agreement, which Subscriber accepts when activating the blueprint.
MBM provides Subscriber access to:
There is no monthly subscription fee and no setup fee. Subscriber installs the Touch Up Titans Edition blueprint for free and pays Company only a Licensing Fee on the revenue Subscriber actually collects through MBM, as described below. If Subscriber collects nothing through MBM, Subscriber owes no Licensing Fee.
Company charges a Licensing Fee (shown in the MBM platform interface as the "Platform Fee"... the two terms refer to the same fee) equal to seven percent (7%) of the gross customer revenue Subscriber generates through the MBM platform, measured by the invoiced value of completed work (each job, repair ticket, or vehicle marked complete in MBM), regardless of the method by which, or whether, the customer's payment is collected. The Licensing Fee:
The Licensing Fee rate in effect is displayed in MBM and may be updated from time to time with reasonable advance notice; the rate applicable to any charge is the rate in effect when the work is completed.
The first five (5) vehicles Subscriber records carry no Licensing Fee. The Licensing Fee applies only to work completed on vehicles beyond those first five. This is a one-time starter allowance that lets Subscriber prove the platform on real vehicles before any Licensing Fee applies; it is not a recurring monthly allowance.
No payment method is required to install the blueprint or to use the free starter allowance. Once Subscriber completes work beyond the free starter allowance, Subscriber will add a payment method on file, which Company charges once per week for the Licensing Fee accrued that week. Separately, Subscriber may connect a Stripe account to accept electronic customer payments through MBM; where used, the Payment Processing Fee (Section 3.5) is deducted from those payments at transaction time. Subscriber is responsible for keeping payment and payout information current. If amounts owed cannot be collected, platform access may be suspended after fourteen (14) days per Section 12.3.
Separately from the Licensing Fee, the underlying Stripe processing rate plus a 1.5% platform markup applies to every electronic customer payment collected through MBM, deducted at transaction time from the gross payment. See launch/PAYMENT_PROCESSING_TERMS.md for full details.
Company makes no representation, promise, or guarantee regarding the income, revenue, profit, savings, time saved, or results Subscriber may achieve. Any examples, calculators, time estimates, or illustrations shown in MBM, on Company's websites, or in Company's marketing are hypothetical and are not a guarantee of earnings. Subscriber's results depend on Subscriber's own effort, market, pricing, and execution.
A "Platform Service Area" is a ZIP code Subscriber activates inside MBM in order to receive lead routing, NFC tag resolution, schedule visibility, and other platform-level features within that ZIP. There is no subscription plan; Company may set or adjust limits on the number of Platform Service Areas a Subscriber can activate, and any current limit is shown in the platform.
Platform Service Areas are non-exclusive. Multiple Subscribers may activate the same ZIP code at the platform level. Lead routing within a Platform Service Area is determined by availability and performance. Subscriber receives no exclusive geographic territory under this Agreement, and the Touch Up Titans Edition does not currently grant exclusive territories. Platform Service Areas are available in all states.
Subscriber acknowledges and agrees that:
(a) Subscriber is a reseller of finished paint products supplied by ChipMonkeys Inc., not a manufacturer. Subscriber shall not formulate, blend, mix, repackage, relabel, decant into smaller containers, or otherwise manufacture paint or paint-related coating products for resale, distribution, or application to any customer or third party.
(b) The reseller-only restriction is a condition of platform access. Manufacturing paint exposes a business to OSHA HazCom (29 CFR 1910.1200), EPA Architectural and Industrial Maintenance Coatings Rule (40 CFR Part 59), TSCA (Toxic Substances Control Act), RCRA (Resource Conservation and Recovery Act), DOT HazMat (49 CFR), EPCRA Tier II reporting, state air permitting, and product-liability obligations that Subscriber is not equipped or licensed to satisfy. Company satisfies these obligations centrally as the manufacturer; the marketplace ecosystem relies on operators NOT independently undertaking those obligations.
(c) Operator-mixed touch-up paint, blended from Company-supplied toners using Company-supplied recipes, and applied directly to the Subscriber's own customer's vehicle at the time of service, is NOT manufacturing for the purposes of this Section. The line is "for sale or distribution." Mixing at the bench to apply at the job is normal operator use of the supplied product line. Mixing to bottle, package, and ship to customers, dealers, or sub-operators is manufacturing and is prohibited.
(d) Subscriber shall not source paint, toner, or coating products from any supplier other than ChipMonkeys Inc. for resale or distribution. Subscriber may continue to use independently-sourced supplies for the Subscriber's own internal operations (test pieces, training cards, demos) but may not invoice, deliver, or distribute non-Company-sourced coatings to third parties.
(e) Brand kits include manufacturer compliance coverage. Safety Data Sheets, Limited Warranty, GHS labeling, AIM Rule VOC compliance, batch traceability, and recall infrastructure are provided by Company as the manufacturer of record. Subscriber benefits from this coverage so long as Subscriber distributes only Company-supplied product. Subscriber who sells operator-formulated or operator-sourced paint forfeits Company's manufacturer compliance coverage for that product and assumes full manufacturer liability for it under all applicable law.
(f) Breach of this Section is grounds for immediate platform-access termination under Section 12, without the cure period otherwise provided, and is independent grounds for indemnification under Section 14 for any claim arising from Subscriber's unauthorized manufacturing activity.
When Subscriber collects customer payments through MBM (cards, ACH, Apple Pay, Google Pay, Stripe Link), payments pass through Company's Stripe Connect infrastructure. Stripe's underlying processing fees plus Company's 1.5% platform markup are deducted at transaction time. Full terms in launch/PAYMENT_PROCESSING_TERMS.md.
Subscribers receiving payments from customers through MBM do so through a Stripe Connect Account in Subscriber's name. Stripe's terms of service and connected-account agreement also apply. Company is not Stripe and does not control Stripe's terms, fees, or account decisions.
Subscriber may, at Subscriber's option, link bank accounts to MBM via Plaid for income and expense tracking. By linking an account, Subscriber authorizes Plaid and Company to access transaction data and balance information for the linked account. Plaid's privacy policy applies to data Plaid collects directly. Company processes the data Plaid returns under the privacy policy referenced in Section 11.
Company is not a bank, broker-dealer, money transmitter, registered investment advisor, or fiduciary. Company does not hold funds for Subscriber. Customer payment funds settle to Subscriber's Stripe Connected Account directly.
All Monkey Match data, paint-matching information, color codes, formulas, and process improvements generated through the platform are the intellectual property of Company. Each job logged in MBM contributes to the Monkey Match database, which benefits all platform users.
Subscriber acknowledges that data entered into MBM (including job data, pricing, service types, efficiency metrics, revenue figures, and market trends) may be used by Company in aggregated and anonymized form to:
Company will not publicly share individual Subscriber's identifiable business data without consent.
Subscriber agrees not to share, distribute, or reverse-engineer Company's proprietary systems, algorithms, source code, or non-public training materials. Subscriber may not provide platform access to anyone not authorized by Company.
Subscriber's customer data, business records, and operational data remain Subscriber's property. Subscriber grants Company a limited, non-exclusive license to host, process, and display this data for the purpose of providing the platform.
"ChipMonkeys," "ChipMonkeys Inc.," "Monkey Business Manager," "MBM," "Touch Up Titans," "Monkey Match," and "LotLens" are trademarks of Company. This Agreement does NOT grant Subscriber any right to use Company's trademarks, names, logos, or trade dress. Subscriber operates under Subscriber's own business name and brand. MBM does not appear on Subscriber's customer-facing documents unless Subscriber chooses to include it. Any use of Company's trademarks requires a separate written trademark license.
Subscriber is responsible for maintaining the confidentiality of Subscriber's account credentials. Subscriber must notify Company promptly of any suspected unauthorized access. Company is not liable for losses arising from unauthorized access caused by Subscriber's failure to safeguard credentials.
Company offers TOTP-based multi-factor authentication (MFA) and may, in its discretion, require MFA for accounts with elevated privileges, financial access, or admin functions. Subscriber agrees to enable MFA upon request from Company.
The platform includes AI-assisted features. These features may use large language models, machine-learning systems, transaction-categorization heuristics, and third-party AI services to:
Company may add, remove, or modify AI features at any time without notice.
Company is not, and does not represent itself as:
Nothing produced by the platform, including AI-generated outputs, dashboards, summaries, suggestions, drafts, classifications, or recommendations, constitutes accounting advice, legal advice, tax advice, financial advice, investment advice, insurance advice, or professional advice of any kind. Company offers tools. Subscriber retains every professional responsibility associated with running a business.
Subscriber is solely responsible for:
(a) Verifying the accuracy and applicability of any AI-generated output before relying on it
(b) Engaging qualified, licensed professionals (CPAs, attorneys, tax preparers, financial advisors, insurance brokers, etc.) for any decision that has legal, tax, regulatory, financial, or business-strategic consequences
(c) All tax filings, regulatory filings, license renewals, and government interactions
(d) The classification of expenses, income, employees, contractors, vehicles, depreciation, deductions, exemptions, and any other category having tax, accounting, or legal significance
(e) Compliance with payroll, employment, independent-contractor classification, sales-tax, and licensing rules in every jurisdiction Subscriber operates
(f) Maintaining adequate insurance for Subscriber's business
(g) Reviewing and approving any customer-facing communication generated by AI before sending
AI output is a starting point for Subscriber's own professional review, never a substitute for it. Company strongly recommends Subscriber retain a CPA, attorney, and other licensed professionals as appropriate for Subscriber's business size and complexity.
AI-generated outputs may contain errors, omissions, hallucinations, outdated information, or guesses presented as facts. AI features may misclassify transactions, miss context that materially affects classification, suggest actions inappropriate for Subscriber's specific situation, draft text that appears authoritative but is wrong, or fail in ways that are not obvious to a non-expert reviewer.
Company makes no representation or warranty as to the accuracy, completeness, timeliness, suitability, or fitness for purpose of any AI output. AI features are provided "AS IS." Subscriber must independently verify any AI-generated information before acting on it, particularly information used in tax filings, financial reports, regulatory submissions, customer communications, contracts, or any other context where errors have meaningful consequences.
Subject to Section 13 (Limitation of Liability), Company is not liable for any losses, damages, fines, penalties, interest, missed deductions, IRS or state tax assessments, audit findings, regulatory actions, contract disputes, customer complaints, lost business, or any other consequences arising from Subscriber's reliance on AI-generated output. The decision to rely on, modify, or disregard any AI output rests entirely with Subscriber.
Some AI features are powered by third-party providers (which may include Anthropic, OpenAI, Google, or others). Subscriber acknowledges that:
Subscriber may opt out of AI features that route data to third-party providers by disabling them in platform settings, where such an opt-out is technically supported. Disabling AI features does not change any fees owed.
The disclaimers and limitations in this Section 10 apply to AI features used at any time during the term and survive termination with respect to any AI output generated during the term.
Company collects, processes, and retains personal and business data per the Privacy Policy posted at /privacy and the Data Retention Policy at launch/DATA_RETENTION_POLICY.md. By accepting this Agreement, Subscriber acknowledges those policies. Material changes to either policy will be communicated with reasonable notice through the platform or by email.
This Agreement begins on the Effective Date and continues month-to-month until terminated.
Subscriber may stop using the platform and uninstall the blueprint at any time through platform settings. There is no contract and no monthly fee to cancel. Upon doing so:
Company may suspend or terminate access (in whole or in part) for:
Termination does not relieve Subscriber of any obligation that accrued prior to termination, including unpaid fees, indemnification obligations, confidentiality obligations, and IP assignments. Sections 7, 8, 10, 13, 14, 15, 16, and 18 survive termination.
The MBM platform is provided "AS IS" and "AS AVAILABLE." Company does not warrant uninterrupted or error-free operation, that defects will be corrected, or that the platform is free of viruses or other harmful components.
To the maximum extent permitted by law, Company's aggregate liability arising out of or relating to this Agreement shall not exceed the total Licensing Fees paid by Subscriber in the three (3) months preceding the event giving rise to the claim. Company is not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.
This limitation applies regardless of the legal theory (contract, tort, strict liability, statute, or otherwise). Some jurisdictions do not allow the exclusion of certain damages; in those jurisdictions, Company's liability is limited to the maximum extent permitted by applicable law.
Subscriber agrees to defend, indemnify, and hold harmless Company from any claims, damages, fines, attorney fees, and losses arising out of or related to:
(a) Subscriber's use of the platform
(b) Subscriber's business operations, including customer disputes, employee disputes, tax matters, and regulatory matters
(c) Subscriber's violation of this Agreement
(d) Subscriber's violation of any law or any third party's rights
(e) Subscriber's content uploaded to the platform
Both parties agree to attempt informal resolution of any dispute by direct communication for at least thirty (30) days before initiating formal proceedings.
If informal resolution fails, the dispute shall be submitted first to non-binding mediation in Indianapolis, Indiana, and then, if mediation fails, to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Indianapolis, Indiana. Judgment on the award may be entered in any court of competent jurisdiction.
To the maximum extent permitted by law, both parties waive any right to participate in a class, collective, or representative action against the other party. All disputes shall be resolved individually.
Either party may seek equitable relief (injunction, restraining order, specific performance) in a court of competent jurisdiction in cases involving intellectual-property infringement, breach of confidentiality, or violation of trademark, without first proceeding through mediation or arbitration.
The prevailing party in any dispute is entitled to recover reasonable attorney fees and costs from the other party.
This Agreement is governed by the laws of the State of Indiana, without regard to conflict-of-laws principles. Any non-arbitrated dispute that proceeds in court shall be brought exclusively in the state or federal courts located in Marion County, Indiana, and both parties consent to personal jurisdiction and venue there.
Company makes no representations, warranties, or guarantees regarding potential income, revenue, or profits Subscriber may earn using the MBM platform or any system, product, or service offered through the platform. Examples, case studies, and testimonials shared by Company are illustrative only. Subscriber's success depends entirely on Subscriber's own effort, market conditions, and business decisions. Subscriber acknowledges that Subscriber has not relied on any income, revenue, or profit representation in entering this Agreement.
Company may update this Agreement from time to time. Material changes will be communicated through the platform or by email at least thirty (30) days before the effective date. Continued use of the platform after the effective date constitutes acceptance of the updated Agreement. If Subscriber does not agree to updated terms, Subscriber's sole remedy is to stop using the platform per Section 12.2.
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or removed if modification is not possible. All remaining provisions of this Agreement remain in full force and effect.
This Agreement, together with the documents below to the extent applicable to Subscriber's use of the platform, constitutes the entire agreement between the parties:
/privacyThis Agreement is accepted electronically through the MBM platform. By clicking "I Accept" and typing your full legal name, you acknowledge that:
*MBM Platform Terms of Service ... Version 4.3 ... 2026-06-14 ... DRAFT, pending legal review*