# Terms of Service — Tolla > **Before you use this document:** This is a starting-point draft, written > to match what Tolla actually does today (a free, offline-first ledger web > app) and your stated plan to later sell custom setup/hosting services. It > is **not legal advice**, and I'm not a lawyer. Please have a lawyer > licensed in your jurisdiction review and adapt this — especially the > liability, payment, and governing-law sections — before you publish it or > start charging money. Anywhere you see `[bracketed text]`, that's > something only you (or your lawyer) can fill in correctly. See the notes > at the very end for a punch-list of what still needs real legal input. **Last updated:** `[date]` These Terms of Service ("**Terms**") govern your access to and use of Tolla (the "**Service**"), provided by `[Your Legal Name / Company Name]` ("**we**," "**us**," or "**our**"). By accessing or using Tolla, you agree to be bound by these Terms. If you don't agree, don't use the Service. If you are using Tolla on behalf of a business, you're agreeing to these Terms on that business's behalf, and "you" refers to that business as well as you individually. --- ## 1. What Tolla Is Tolla is a web-based order, delivery, customer, and payment ledger. In its current free form: - It runs entirely in your browser. Your business data (orders, customers, suppliers, prices, payments) is stored **locally on your device**, not on our servers — we do not operate a backend that stores your ledger data. - It can optionally connect to third-party services you choose to enable, including an AI assistant and Google Drive backup (see Section 5). - It can be installed as a Progressive Web App (PWA) on desktop and mobile. We may in the future offer **paid services** built around Tolla, including custom configuration, white-labeling, integrations, and/or hosting the application on our own infrastructure for a customer ("**Paid Services**"). Where Paid Services differ from the free Service described above — for example, if we host your data on a server we control — additional terms specific to that arrangement will be set out in a separate order form, statement of work, or hosting agreement, which will supplement (and, where they conflict, take precedence over) these Terms for that customer. ## 2. Eligibility You must be legally able to form a binding contract to use Tolla. If you're using it on behalf of a company, you confirm you're authorized to accept these Terms for that company. ## 3. Your Account and Your Data **You own your data.** Any orders, customer records, prices, or other business information you enter into Tolla belongs to you. We don't claim ownership over it, and — for the free, self-hosted/local version of the Service — we generally have no access to it at all, since it never leaves your device unless you choose to send it somewhere (see Section 5). **You are responsible for backing it up.** Tolla stores data locally in your browser. Browser data can be lost — cleared by you, cleared by your operating system under storage pressure, lost if a device is damaged, lost during a browser reinstall, and so on. Tolla provides backup tools (automatic local-folder backup where supported, Google Drive backup, and manual export), but **using them is your responsibility**, and we are not liable for data loss resulting from your failure to maintain backups. See Section 9 for the fuller disclaimer. **Accuracy of your data is your responsibility.** Tolla calculates balances, totals, and reports based on what you enter. We don't verify the accuracy of your inputs, and you're responsible for reviewing figures before relying on them for business, tax, or legal decisions. ## 4. Acceptable Use You agree not to: - Use Tolla for any unlawful purpose, or to store or process data you don't have the right to hold (e.g., someone else's personal data collected without a lawful basis); - Attempt to reverse-engineer, decompile, or interfere with the Service in ways not permitted by applicable open-source or license terms (if any apply to your copy of the software); - Use the Service to build a directly competing product using our trademarks, branding, or proprietary content without permission (this does not restrict your use of your own data or any open-source code we distribute under a permissive license, if applicable); - Attempt to gain unauthorized access to any systems, including any Paid Services infrastructure we operate for other customers. ## 5. Third-Party and Optional Services Tolla includes optional integrations that are **off by default** and only activate if you choose to enable them: - **AI Assistant:** If enabled, questions you ask and related ledger data needed to answer them are sent from your browser directly to our AI provider (currently Anthropic) to generate a response. This is subject to that provider's own terms and privacy policy. We do not control how the AI provider processes that data beyond what's disclosed in their policies. - **Google Drive Backup:** If you connect Google Drive, Tolla will create and update a single backup file in your own Drive account, using a Google-issued access scope limited to files Tolla itself creates. This is subject to Google's own terms. We do not have access to your Google account or your Drive contents beyond that one file, and we are not responsible for Google's availability, changes to their API, or their handling of your data. You can review or revoke access to these integrations at any time — for Google Drive, both from within Tolla's Settings and directly from your Google Account permissions page. We are not responsible for the acts, omissions, availability, pricing changes, or policy changes of these third-party providers. ## 6. Not Financial, Accounting, Tax, or Legal Advice Tolla is a record-keeping tool. Nothing it generates — totals, profit calculations, reports, or AI assistant responses — constitutes financial, accounting, tax, or legal advice. You are responsible for verifying figures independently and consulting appropriate professionals for decisions that depend on them. ## 7. Free Service; Future Paid Services The Service is currently provided **free of charge**, in the form available to you at the time of use. We may, at our discretion: - Change, limit, or discontinue free features at any time; - Introduce paid tiers, paid features, or Paid Services (as described in Section 1) in the future; - Require separate agreement to updated or additional terms before you can access any paid offering. We will make reasonable efforts to give notice of material changes that affect your existing use, but nothing in these Terms guarantees the free Service will continue to be offered, or continue in its current form, indefinitely. Where you separately purchase Paid Services from us (e.g., custom setup, hosting, or configuration work), pricing, payment terms, refund policy, and scope of work will be set out in the applicable order form, invoice, or agreement for that engagement. `[Placeholder — fill in once you've decided on your payment terms, refund policy, and whether you'll require a separate signed agreement for hosting/custom work.]` ## 8. Intellectual Property We (or our licensors) own all rights, title, and interest in the Tolla software, including its design, code, and branding, except for any components distributed under a separate open-source license `[note here if you intend to open-source any part of this, and under what license]`. These Terms don't grant you any rights to our trademarks or branding beyond what's necessary to use the Service as intended. You retain all rights to the business data you enter into Tolla, as described in Section 3. ## 9. Disclaimer of Warranties **THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY**, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. Without limiting the above, we specifically do not warrant that: - The Service will be uninterrupted, error-free, or secure; - Calculations, totals, or reports will always be accurate or complete; - Data you store will never be lost, corrupted, or become inaccessible; - The AI assistant's responses will be accurate, complete, or appropriate for any particular purpose; - Defects will be identified or corrected, whether or not we become aware of them. Some jurisdictions don't allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. ## 10. Limitation of Liability **TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW**, in no event will we, our officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or related to your use of (or inability to use) the Service — even if we've been advised of the possibility of such damages. **TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW**, our total aggregate liability for any claim arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amount you paid us for the Service in the twelve (12) months preceding the claim, or (b) `[placeholder amount, e.g., $100 / an amount your lawyer recommends]` — and for the free version of the Service, where you've paid us nothing, our aggregate liability will not exceed `[placeholder — many free-software ToS set this at a nominal amount, or state it as $0 to the extent legally permitted]`. Some jurisdictions don't allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you. ## 11. Indemnification You agree to indemnify and hold us harmless from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) your use of the Service in violation of these Terms; (b) data you store or process using the Service; or (c) your violation of any law or third-party right. `[Standard clause — have your lawyer confirm this is appropriately scoped and mutual where needed.]` ## 12. Termination You may stop using the Service at any time. If you've connected any third-party integrations (like Google Drive), you're responsible for disconnecting them if you no longer want Tolla to have access. We may suspend or terminate your access to any Paid Services for breach of these Terms, non-payment, or other reasonable cause, as further described in the applicable Paid Services agreement. Since the free version of the Service runs locally without an account system, "termination" for that version generally just means you stop using it and, if you wish, remove locally stored data. ## 13. Changes to These Terms We may update these Terms from time to time. We'll indicate the "Last updated" date above when we do. Material changes will be communicated through the app or another reasonable method before they take effect where practical. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. ## 14. Governing Law and Disputes `[Placeholder — this needs to be filled in by you and your lawyer based on where your business is legally established and where your users are. This is genuinely one of the most important blanks in this document — don't leave it unresolved before publishing.]` These Terms are governed by the laws of `[jurisdiction]`, without regard to its conflict of laws principles. Any dispute arising from these Terms or the Service will be resolved in `[courts / arbitration body / venue]`. ## 15. Severability & Entire Agreement If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect. These Terms (together with any applicable Paid Services agreement) constitute the entire agreement between you and us regarding the Service. ## 16. Contact Questions about these Terms can be sent to `[contact email]`. --- ## Notes for you (delete before publishing) Things I flagged with `[placeholders]` above that genuinely need a real decision, and ideally a lawyer, before this goes live: 1. **Governing law & jurisdiction (Section 14).** This is the single biggest open item. Where you're legally based, and where your users are, both matter here. 2. **Liability cap amount (Section 10).** Common practice is to cap at fees paid, but for a currently-free product you'll want your lawyer's view on how to phrase this for users who've paid nothing. 3. **Payment/refund terms for future Paid Services (Section 7).** Once you define your custom-setup/hosting offering, you'll want a proper Master Services Agreement or Order Form template — these Terms only lightly reference that a separate agreement will exist. 4. **A separate Privacy Policy.** Terms of Service and Privacy Policy are different documents with different legal requirements (e.g., under GDPR, CCPA, or other regional privacy laws) — you almost certainly need both, especially since Tolla has optional integrations (AI assistant, Google Drive) that involve data leaving the user's device. I can draft a Privacy Policy for you as a separate document if you'd like — just ask. 5. **"Vibe coded" concern.** These Terms already lean on a strong "AS IS," no-warranty, liability-capped structure specifically because of that — that's standard, sensible practice for early-stage software regardless of how it was built, and it's the main practical protection available short of professional review. It doesn't eliminate legal risk on its own, especially once real money and hosting are involved (Paid Services carry meaningfully more liability exposure than a free local app) — that's the point at which legal review stops being optional. 6. **Open-source / license status (Section 8).** I left this open since I don't know if you intend to publish the source, keep it proprietary, or dual-license it. That decision affects several clauses above. .