1271 Terms of Service

Including the End User License Agreement · 1271 LLC · Effective date: 23 October 2026 · Version 1.1

These Terms of Service and End User License Agreement (the "Terms") are an agreement between 1271 LLC, a Minnesota limited liability company ("1271," "we," "us"), and the business that holds an account (the "Customer," "you"). They govern use of the 1271 Business Advisory web application at app.twelveseventyone.com (the "Service").

A Data Processing Addendum (the "DPA"), which sets out how we process personal information in the business records you connect or upload, is available upon request by emailing marcus@twelveseventyone.com. When a Customer and 1271 sign the DPA, it becomes part of these Terms for that Customer; references to the DPA in these Terms apply where one has been signed. Our Privacy Policy describes our data practices and is acknowledged here but is not itself a warranty. If an order form or a separate written engagement expressly changes a provision of these Terms, it says which provision it changes.

1. How you accept these Terms

• Client admins. Before a client admin first uses the account, they confirm that they accept these Terms and the Privacy Policy and that they are authorized to bind the business, including to its subscription charges once billing launches.
• Invited users. Viewers, advisors, collaborators and (when available) field team members accept the usage obligations in these Terms when they join a Customer's account. Accepting as an invited user does not make you responsible for the Customer's subscription charges and does not require you to represent that you can bind the business.
• Order forms. Self-service subscriptions need no signed order. Negotiated fees, pilot exceptions or special terms are documented in a signed order form that identifies which provisions it changes.

Contents

1. How you accept these Terms
2. The Service
3. Accounts and roles
4. Connected systems
5. Your data, our obligations, confidentiality
6. Your responsibilities
7. What the Service is, and is not
8. Subscriptions, billing and cancellation
9. License and intellectual property
10. Acceptable use
11. Suspension, termination and your data
12. Warranty disclaimer
13. Limitation of liability
14. Indemnification
15. Governing law and disputes
16. General terms
17. Contact

2. The Service

The Service provides financial forecasting, cash-flow planning, job costing, labor hours analysis and related decision-support tools for small US service businesses such as landscaping, remodeling and field-service companies. It reads data from systems you connect (Section 4), combines it with information you enter, and produces forecasts, reports and historical "snapshots" (frozen versions of a forecast).

What is available today. At the effective date the Service connects to Intuit QuickBooks Online. Houzz Pro integration is planned. Jobber integration, a field team role for logging hours, and paid subscription billing are also planned. Planned features are described in these Terms only so the Terms are complete; they are not promised deliverables and may change or not launch.

Who can subscribe. The Service is for businesses principally located in the United States. Authorized users of a US Customer may use the Service while traveling, subject to applicable law.

Changes to features. We improve and change the Service over time. If we make a material reduction in the core functionality you subscribe to, we will give client admins at least 30 days' notice where practicable (changes needed urgently for legal or security reasons may take effect sooner). If a material reduction adversely affects you, you may terminate and we will refund unused prepaid fees (Section 8). We do not promise uptime percentages or support response times.

3. Accounts and roles

Each Customer account has one or more client admins (typically the business owner) who control the account, connect and disconnect systems, manage billing and invite other users. Accounts may be set up on a Customer's behalf by an advisor; the client admin accepts these Terms before first use (Section 1). Client admins may invite:

• Viewers — the Customer's staff;
• Advisors — outside accountants, bookkeepers or consultants, who may use the account to support that Customer;
• Collaborators — people with limited access who never see financial or pay data; and
• Field team members (planned) — people who log their own hours and see no financial data.

Client admins, viewers and advisors can see the Customer's full financial data, including payroll and pay amounts. The invitation screen says so when you invite someone to one of those roles.

You are responsible for choosing who to invite, assigning the right role, removing people who should no longer have access, and for what the people you invite do in your account. This does not excuse 1271 from its own access-control obligations under Section 5 and any signed DPA. Each user must keep their sign-in credentials confidential and must not share an account. Tell us promptly at marcus@twelveseventyone.com if you suspect unauthorized access.

Sign-in is provided through Auth0 (Okta). Multi-factor authentication is available through our sign-in provider.

4. Connected systems

When a client admin connects Intuit QuickBooks Online or, when available, Houzz Pro or Jobber, you authorize 1271 to read the data described in our Privacy Policy from that system to provide the Service to you.

QuickBooks. 1271 reads information from your connected QuickBooks account to provide the Service. Our integration does not create, modify or delete your QuickBooks accounting records. The consent screen Intuit shows you describes read-and-write access because QuickBooks' accounting permission has no separate read-only option; the read-only restriction is enforced by our software, and we request only the permissions we need. We use QuickBooks data only to provide the Service to you; we do not use it for general archiving or backup beyond encrypted disaster-recovery copies; we delete it as described in Section 11; and we notify Intuit within 24 hours of discovering a security incident, including a reasonably suspected one, affecting QuickBooks users' data. In operating the integration, 1271 does not process information on Intuit's behalf.

Houzz Pro and Jobber (when available). Our integrations read from these systems and do not create, modify or delete records in them.

• You must have the right to grant us access under your agreement with each system's provider. Your use of those systems remains governed by their own terms; 1271 is not responsible for them.
• If a provider changes or withdraws its API, parts of the Service that depend on it may stop working. We will tell you if that happens.
• Disconnecting and withdrawing authorization have consequences for your data; see Section 11.

5. Your data, our obligations, confidentiality

5.1 Customer Data

"Customer Data" means everything we import from your connected systems and everything you or your invited users enter into the Service, including forecasts, notes and snapshots.

• Control. As between you and 1271, Customer Data and the customer-specific forecasts, reports and snapshots generated from it are yours, subject to the rights of other people whose information they contain (for example, your employees and your own customers). You grant 1271 a limited license to store, process and display Customer Data solely to provide the Service to you, support you, and keep the Service secure, for as long as these Terms and applicable law and provider agreements permit.
• One customer at a time. We never share Customer Data across Customer companies, do not combine your financial information with other customers', and do not use it for benchmarking across customers. An advisor who is invited into several separately authorized Customer accounts may use each account for that Customer; that is not combining their information.
• No selling, no ads, no AI training. We never sell Customer Data, use it for advertising, or use it to train AI models. Any feature that would send Customer Data to an AI provider will be described in the Privacy Policy, with the provider named, before it launches.

5.2 Our obligations

1271 will process personal information in Customer Data only on your instructions as set out in these Terms and any signed DPA, maintain the safeguards summarized in our Privacy Policy, use only the service providers listed in the Privacy Policy (or others we notify you about), assist you with individuals' requests as applicable law and any signed DPA require, and notify you of security incidents as described in the Privacy Policy and any signed DPA. Your responsibilities under Section 6 do not replace these obligations.

5.3 Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other in connection with the Service that is identified as confidential or reasonably should be understood as confidential, including Customer Data, customer-specific forecasts, business plans, margins, pricing, vendor terms and security information. The receiving party will use it only to perform or exercise rights under the parties' agreement, protect it with reasonable care, and disclose it only to personnel, professional advisers and permitted service providers who need access for those purposes and are subject to confidentiality duties.

Confidential Information does not include information the receiving party can show was lawfully known without restriction, became public without breach, was independently developed without use of the confidential information, or was lawfully received from another source without a confidentiality duty. A receiving party may make disclosures required by law, with notice where legally permitted and reasonably practicable, limited to what is required. These exceptions do not expand any permitted use of personal information or connected-system data under applicable law, any signed DPA or provider restrictions. Confidentiality obligations survive termination for as long as the information remains confidential.

6. Your responsibilities

• Source data. Forecasts and reports depend on the data in your connected systems and what you enter. You are responsible for reviewing that data and its accuracy.
• Lawful data and instructions. Connected systems contain information about your own customers, vendors and employees, including contact details, hours and pay or cost rates. You confirm you have the authority and any notices or permissions required by law to share that information with 1271 and with the people you invite, and that your instructions to us about it are lawful.
• Roles and invitations. You decide who is an admin, viewer, advisor or collaborator, and you are responsible for those choices.
• Decisions. See Section 7.

7. What the Service is, and is not

The Service provides software and business decision-support information. Forecasts, projections and analyses depend on source data, assumptions and future events and may contain errors or become outdated. Actual results may differ materially. You are responsible for reviewing source information, testing assumptions and making business decisions; the Service does not guarantee any financial or operational result.

Creating an account or receiving ordinary product support (for example, help entering assumptions or interpreting a screen) does not engage 1271 or any individual as your accountant, tax preparer, investment adviser, attorney or fiduciary. Any individualized human advisory or professional services must be separately agreed in a written engagement with the provider identified in that engagement, and that engagement governs those services, including scope, fees, work product, reliance and liability. Signing up for the Service does not transfer any existing advisory relationship or information authorization to 1271 LLC.

Reports generated by the software are not audited, reviewed or compiled financial statements and are not a professional assurance report. You may share customer-specific reports with your owners, lenders and professional advisers; doing so creates no assurance engagement and no rights for those third parties against 1271.

8. Subscriptions, billing and cancellation

Paid subscriptions have not yet launched. This section applies from the date we make paid subscriptions available, which we will announce to client admins in advance. Until then, the Service is provided without charge under the rest of these Terms.

8.1 Plans and payment

• The Service is offered as a paid subscription billed monthly or annually. The recurring price (for annual plans, the full prepaid annual total), billing interval, renewal and cancellation terms are shown next to the purchase button before you subscribe, and we email you a confirmation you can keep.
• By subscribing you authorize 1271 and its payment processor (Stripe) to charge the payment method you select for the plan you chose, including renewals, until you cancel. 1271 does not store your full card number.
• Prices exclude sales or use taxes; where we must collect them, they are added and shown at purchase.

8.2 Renewal, price changes and non-payment

• Subscriptions renew automatically at the end of each billing period until cancelled. We email client admins at least 30 days before an annual renewal.
• We give at least 30 days' notice before a price increase. An increase applies only from your next renewal, never to a term you have already paid for.
• If a payment fails, we will notify you and give you 14 days to resolve it. After that we may suspend access in proportion to the problem; if it remains unresolved, we close the account under Section 11. Your data remains intact during a suspension.

8.3 Cancellation and refunds

You can cancel at any time from your account settings. Cancellation stops the next renewal; access continues through the period you have already paid for. There is no routine refund. Cancellation, disconnecting a system, and deleting your data are different actions with different consequences (Sections 4 and 11); the Service labels each one, and the cancellation screen shows the exact date your access ends and confirms that no further renewal will occur.

Monthly plans. Cancel at any time. You keep access through the end of the current paid month, and you are not charged for another month. There is no annual commitment.

Annual plans. An annual plan is a prepaid, lower-priced purchase of a full year; the total annual price is shown before you buy. Cancel at any time to stop the next annual renewal. You keep access through the end of the paid year. We do not refund the unused part of a prepaid year on ordinary cancellation. For example, if you buy a year and cancel three months in, you keep access for the remaining nine months and are not charged for another year.

Not using the Service is not a cancellation. A subscription continues under the renewal terms disclosed at purchase until you cancel, and nonuse alone does not generate a refund.

Cancelling soon after subscribing works the same way: access continues through the paid period. We do not offer a standing money-back guarantee.

Exceptions. We refund:

• amounts applicable law requires us to refund;
• billing errors, such as a duplicate charge or a renewal processed despite a timely, valid cancellation;
• unused prepaid fees if we discontinue the Service, or end your subscription for reasons other than your material breach (including a termination for convenience under Section 11); and
• unused prepaid fees if you terminate because we have materially breached these Terms and have not cured the breach within 15 days after your written notice, or because of a material reduction in core functionality under Section 2.

We initiate any refund due under these exceptions to the original payment method within 10 business days after the event that triggers it; your financial institution determines when the credit appears. We may also grant a courtesy refund in an individual case at our discretion; doing so does not create a right to one in other cases.

Any separate onboarding or advisory fee is defined in its own order form or engagement; this section concerns software subscriptions.

9. License and intellectual property (End User License Agreement)

Your license. Subject to these Terms and payment of applicable fees, 1271 grants the Customer and its invited users a limited, non-exclusive, non-transferable license, terminable as provided in these Terms, to access and use the Service for the Customer's internal business purposes during the subscription term. A customer-invited advisor may use the account to support that Customer. You may share customer-specific reports and exports with your owners, lenders and professional advisers as described in Section 7, and you may continue to use exported customer-specific reports after the subscription ends.

What you may not do. You may not copy, modify, reverse engineer or decompile the Service except where applicable law permits despite this restriction; resell, sublicense or provide the Service to third parties as a service bureau; access data you are not authorized to access; remove proprietary notices; or use the Service to build a competing product.

What 1271 owns. The Service — its software, design, forecasting models, methods, templates and documentation — belongs to 1271 and its licensors. These Terms do not transfer any of that to you. "1271" and "1271 Business Advisory" are 1271's names and marks.

Know-how. 1271 may use general experience and independently developed improvements to the Service that do not contain or reveal Customer Data. This does not permit pooling customers' financial information or training AI models on Customer Data, both of which Section 5 prohibits.

Feedback. If you send us suggestions, we may use them without obligation to you.

10. Acceptable use

You agree not to: use the Service for anything unlawful; upload or connect data you have no right to share; attempt to access another Customer's data or any part of the Service you are not authorized to use; probe, scan or test the Service's security without our written permission; interfere with the Service's operation; or introduce malicious code. We may suspend access where reasonably necessary to protect the Service or other customers, and will tell you why.

11. Suspension, termination and your data

11.1 Ending the agreement

• By you. Cancel at any time (Section 8).
• By us for breach. We may terminate for a material breach that you do not cure within 15 days after written notice, or immediately for a breach that cannot be cured. We may suspend access immediately where reasonably necessary to protect the Service, other customers or data, and will tell you why.
• By us for convenience. We may end the Service or your subscription without cause on at least 30 days' notice, in which case we refund unused prepaid fees (Section 8).

11.2 Data lifecycle

Different events affect your data differently. The rule throughout is simple: your data stays in the Service until a client admin asks us to delete it.

• Temporary sync failure (for example, an expired token): we pause updates and ask you to reconnect. Imported data stays available. A failed token is not treated as withdrawal of consent.
• Disconnecting a system / withdrawing authorization: we stop reading from it immediately. Data already imported, and the snapshots built from it, stay available to you until you ask us to delete them.
• Cancelling renewal: access continues to the end of the paid period; data is unaffected until the account closes.
• Account closure (end of the paid period after cancellation, or termination): access ends, but your data is kept so you can export it or reactivate, until a client admin asks us to delete it.
• Deletion request: a client admin may ask us to delete the company's data at any time, including after disconnecting a system or closing the account. We verify the request and then remove the data, including all snapshots, from active systems; we will confirm the timing when you ask.
• Backups: encrypted backups are kept for disaster recovery only and are retained for a limited period.
• Retained records: we keep narrow categories of records needed for billing, legal compliance, security and handling requests, and never use them to resume forecasts. We do not keep your ledger because we need our own invoices.

11.3 Survival

Sections 5.3 (confidentiality), 7, 9 (as to 1271's ownership), 11.2 (as to retained records), 12–16, accrued payment obligations, and any other provision that by its nature should survive, survive termination. Our license to process Customer Data ends when it is no longer needed or permitted.

12. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND ANY SIGNED DPA, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, 1271 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. 1271 DOES NOT WARRANT THAT FORECASTS OR ANALYSES WILL BE ACCURATE, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DATA FROM CONNECTED SYSTEMS WILL BE COMPLETE OR CURRENT.

13. Limitation of liability

Excluded damages. To the fullest extent permitted by applicable law, neither 1271 nor its personnel will be liable under or in connection with these Terms or the Service for indirect, incidental, special, consequential, exemplary or punitive damages, or lost profits, revenue, business opportunities or anticipated savings, whether characterized as direct or indirect, even if advised that such damages were possible. This paragraph does not exclude reasonable direct costs of restoring Customer Data or reasonable direct incident-response costs, to the extent otherwise recoverable and caused by 1271's breach of its obligations; those costs remain subject to the applicable monetary limit below.

General limit. Subject to the exceptions below, the combined aggregate liability of 1271 and its personnel to the Customer and its authorized users who have agreed to these Terms, arising out of or relating to these Terms or the Service, will not exceed the greater of (a) US $1,000 and (b) the subscription fees paid or payable by the Customer for the Service during the twelve months immediately preceding the first event giving rise to liability (the "General Limit").

Security and confidentiality. For damages caused by 1271's breach of its express confidentiality obligations or its obligations to protect Customer Data under these Terms or any signed DPA, the applicable aggregate limit is two times the General Limit. The higher limit replaces, and is not added to, the General Limit for those claims. For all claims subject to these monetary limits, total aggregate recovery may not exceed the highest applicable limit, and recovery for claims subject only to the General Limit may not exceed that limit. Amounts recovered under either limit count toward that ceiling. Claims arising from the same or related events are treated together and measured from the earliest such event. No separate monetary limit applies for each user, record or legal theory.

Application and exceptions. These exclusions and limits apply to claims in contract, tort (including the ordinary negligence of 1271 or its personnel), strict liability or otherwise, regardless of the form of action. They do not exclude or limit liability for fraud, gross negligence, or willful or wanton misconduct of 1271 or its personnel, or liability that applicable law does not permit to be excluded or limited. They do not reduce an express obligation to refund subscription fees under these Terms. Nothing in this section creates a right to recover damages that would not otherwise be recoverable. 1271's personnel are intended third-party beneficiaries of the protections in this section only.

One agreement, one limit. The General Limit and the security and confidentiality limit are single aggregate ceilings across these Terms, any signed DPA and every order form, together, for the whole relationship; they are not multiplied by the number of order forms, subscriptions, workspaces or users. Amounts 1271 pays in defense costs, settlements or judgments for claims subject to these limits count toward the applicable ceiling. An order form may state a different limit only if it expressly identifies this Section 13 and the replacement figure; otherwise this section controls. The limits bind the Customer and each authorized user who has accepted these Terms; they are not asserted against a person who has not.

14. Indemnification

The Customer will defend 1271 against third-party claims to the extent alleging that Customer Data or instructions supplied by the Customer violate applicable law or another person's rights, that the Customer lacked authority to provide that data or those instructions, or that the Customer's prohibited misuse of the Service caused the claim. The Customer will indemnify 1271 for damages, costs and reasonable legal fees finally awarded against 1271 or payable under a settlement approved under this section. This obligation does not apply to the extent a claim or loss is caused by 1271's breach of the parties' agreement, negligence or misconduct.

1271 will give prompt written notice (delay reduces the obligation only to the extent it materially prejudices the defense), allow the Customer to control the defense using reasonably acceptable counsel, and provide reasonable cooperation at the Customer's expense. The Customer may not settle a claim in a way that admits fault by 1271, imposes a nonmonetary obligation on 1271, or fails to provide a full release of 1271, without 1271's prior written consent, not to be unreasonably withheld. 1271 may participate with separate counsel at its own expense.

The Customer's defense and indemnity obligations under this Section 14, including defense costs, are not subject to the monetary limits in Section 13. If an order form ever introduces a limit on the Customer's liability, that order form must state expressly whether and how it applies to this Section 14; otherwise this Section 14 remains uncapped.

1271 does not offer an intellectual-property indemnity in this self-service agreement. A separately negotiated version may be available on request.

15. Governing law and disputes

These Terms are governed by Minnesota law, excluding its conflict-of-laws rules, except to the extent applicable law requires otherwise. Subject to the informal-resolution process below, disputes arising out of or relating to these Terms or the Service must be brought in the state courts located in Ramsey County, Minnesota, or the United States District Court for the District of Minnesota, and each party consents to those courts' jurisdiction and venue. Nothing in these Terms creates federal subject-matter jurisdiction where it does not otherwise exist.

Before filing suit, a party will provide written notice describing the dispute and requested resolution, and the parties will attempt in good faith to resolve it for 30 days after receipt. This process does not prevent either party from seeking urgent injunctive relief or filing when necessary to preserve a claim before an applicable limitation period expires. Either party may pursue an eligible claim in the applicable Minnesota conciliation or small-claims court within the agreed venue. These Terms do not require arbitration or waive rights that applicable law does not permit the parties to waive. The choice of Minnesota law does not displace mandatory privacy or consumer protections that apply to you.

16. General terms

• Changes to these Terms. We may update these Terms prospectively. For material changes we email client admins at least 30 days before they take effect, and where a change materially affects your legal rights we will ask you to accept it again. Changes do not apply to past events and do not expand our rights in data we already hold. If you do not accept a change, cancel before its effective date.
• Entire agreement; order of precedence. These Terms, any signed DPA, any signed order form and the Privacy Policy acknowledgment are the entire agreement about the Service. A signed DPA controls over these Terms for conflicts about processing personal information; an order form controls only for the provisions it expressly identifies. A separate written engagement governs any human advisory services.
• Assignment. You may not assign these Terms without our consent. We may assign them in a merger, acquisition, financing or sale of assets, with notice to you, provided the successor is bound by these obligations.
• Severability and waiver. If any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a term is not a waiver of it.
• Force majeure. Neither party is liable for delays caused by events outside its reasonable control, except for payment obligations.
• Export and sanctions. Each party will comply with applicable US export-control and sanctions laws in connection with the Service, and you confirm you are not a person or entity with whom US persons are prohibited from dealing.
• Notices. We send notices to the client admin's email address on file. Send notices to us by email or mail at the address in Section 17.

17. Contact

Questions about these Terms, support or billing

Marcus Roesler, 1271 LLC

9760 Justen Trl N, St. Paul, MN 55115

651-336-4498

marcus@twelveseventyone.com