Torvara Platform Terms of Service

Governs use of Torvara HQ, client consoles, and customer portals · Effective date: [EFFECTIVE DATE]

1. Agreement and parties

These Terms of Service (the "Terms") are a binding agreement between [TORVARA ENTITY] ("Torvara", "we", "us") and the person or business using the platform ("you"). The platform consists of Torvara HQ, each branded web application we build and operate for a client business (a "Console"), and any customer-facing portal, booking page, form, or chat window that is part of a Console (a "Portal"). Together these are the "Platform."

Two kinds of users are covered:

• Clients — a business that has signed a service agreement, statement of work, or order form with Torvara (a "Service Agreement") and the staff to whom the Client gives a seat. If you accept these Terms on behalf of a business, you confirm you have authority to bind it.
• Portal users — customers or prospects of a Client who use a Portal (for example, to book, request a quote, chat, or leave a review). Only Sections 1, 3, 5, 6, 10, 11, 12, 14, 15, 16, and 17 apply to Portal users.

If these Terms conflict with a signed Service Agreement, the Service Agreement controls for that Client. Our Privacy Policy, SMS and Communications Consent terms, Acceptable Use and Security Policy, and DMCA Policy, all at https://claude.ai/code/artifact/c5a58f88-8293-4695-8053-292152cca1ac, are part of these Terms.

By creating an account, selecting your seat, entering an access code (once the hosted back end ships), or using the Platform, you agree to these Terms. Today, sign-in on every Console and Portal is a seat button with no password, access code, or server behind it; the access-code rules in Section 2.2 apply once the spine ships. If you do not agree, do not use the Platform.

2. Accounts, seats, and access codes

2.1 Seats. Each Client is allotted a number of seats under its Service Agreement. A seat belongs to one named individual and may not be shared. The Client is responsible for deciding who receives a seat, for removing seats promptly when a person leaves or changes role, and for everything done under its seats.

2.2 Access codes (once the spine ships). Today, sign-in on every Console and Portal is a seat button: you pick your seat name (for example "Owner" or "Sam") and no password, access code, or server check is involved, so the seat rules in Section 2.1 and the device rules in the Acceptable Use and Security Policy carry the weight until the hosted back end ships. Once the spine ships, some Consoles and Portals will be protected by an access code rather than a username and password. An access code is a credential. You must keep it confidential, must not post it, email it to a group, or store it in a shared document, and must tell us at [SUPPORT EMAIL] immediately if you believe it has been exposed. We may rotate access codes at any time and will tell the Client's primary contact when we do.

2.3 Owner and founder access. Torvara's founders retain administrative access to every Console to provide the service, apply updates, and respond to incidents. We use that access only for those purposes and as described in the Privacy Policy and the Data Processing Agreement.

2.4 Accuracy. You agree to provide accurate account information and keep it current.

2.5 Age. You must be at least 18 to hold a seat or to use a Portal to enter into a transaction. Portals are not directed to children under 13.

3. Acceptable use

You agree not to, and not to allow anyone using your seat or access code to:

• use the Platform to send messages to anyone who has not consented, to send messages after someone has opted out, or to send unlawful, deceptive, harassing, or adult content;
• upload or enter content you do not have the right to use, including photos, video, music, logos, or testimonials without the necessary consents and licenses;
• post, request, or generate fake, incentivized, or "gated" reviews, or write reviews on behalf of customers;
• enter data about children under 13, or health, financial-account, Social Security, or government-ID numbers, into the Platform;
• attempt to access another Client's Console or another user's seat, probe or scan the Platform for vulnerabilities without written permission, or interfere with its operation;
• copy, resell, sublicense, reverse-engineer, or create derivative works of the Platform, except as the law expressly allows;
• use the AI features to generate content that impersonates a real person without consent, that is defamatory, or that violates the policies of Anthropic, Higgsfield, Meta, Google, or Twilio;
• use the Platform for any activity that requires a professional license you do not hold (for example, giving mortgage advice or quoting loan terms without being an authorized loan originator).

Our Acceptable Use and Security Policy contains additional rules for seat holders. We may suspend access that we reasonably believe violates this Section, and will tell the Client's primary contact when we do.

4. Client responsibilities

As a Client you are responsible for:

• Business data. The accuracy of the business information you give us (hours, prices, services, address, licensing, claims about your business). We publish what you verify; you must tell us promptly when it changes.
• Lawful materials and claims. Ensuring that every claim, offer, price, image, video, testimonial, logo, and piece of music you give us or approve is truthful, substantiated, and yours to use. You are the advertiser of record on your ad accounts and are responsible for compliance with the laws that govern your industry (for a lender, those include the Truth in Lending Act and Regulation Z, RESPA, the Equal Credit Opportunity Act, and state licensing law; for a fitness club, state health-club and consumer laws).
• Consents. Obtaining and recording the consents needed for the contacts you load into the CRM and for the messages you ask us to send, and for any person appearing in media used in your marketing. Where the Platform records consent for you, you must not bypass or alter it.
• Your own policies. Publishing your own privacy policy and terms to your customers where the law requires, and telling us if anything in our disclosures conflicts with them.
• Platform accounts. Owning your Meta Business Manager, Google Ads, Google Business Profile, and messaging numbers, and granting Torvara partner or agency access rather than sharing personal login credentials.
• Approvals. Reviewing and approving content, budgets, and messages that the Platform presents to you for approval. Approval means you have checked the item and take responsibility for it.
• Regulated industries. If you are a regulated business, designating a compliance contact who reviews advertising before it runs. For mortgage lenders, no advertisement will be published without that contact's written approval.

5. Artificial intelligence features

5.1 What the AI does. The Platform includes an AI concierge that answers questions using a knowledge base the Client has verified, and drafting tools that propose captions, ad copy, images, video, and summaries.

5.2 Outputs may be wrong. AI outputs are generated by statistical models and may be inaccurate, incomplete, outdated, biased, or inappropriate. They are drafts and suggestions, not facts or advice. You must review AI output before relying on it or publishing it.

5.3 Human approval gates. The Platform is designed so that no AI feature spends money, publishes content to a public channel, changes a live ad, or sends a bulk message without a human approving that action. Clients agree not to disable or circumvent these gates.

5.4 No professional advice. Nothing the AI or the Platform produces is legal, financial, tax, medical, or lending advice. The concierge will not quote loan terms, rates, or eligibility; it will direct such questions to a licensed person at the Client. For fitness or health-related businesses, the concierge does not give medical or nutrition advice.

5.5 Disclosure. The concierge identifies itself as an automated assistant. Clients agree not to present AI output as a statement by a real customer or as human-authored where the law or a platform policy requires disclosure of AI generation.

5.6 Similar outputs. AI models can generate similar or identical outputs for different users. We do not guarantee that AI-generated content is unique or protectable by copyright.

6. Advertising and third-party platforms

Advertising runs on the Client's own accounts with Meta, Google, and other platforms, under those platforms' terms and policies, which you agree to follow. Platforms may reject, pause, or remove ads or accounts for reasons outside our control, and we are not responsible for those actions or for changes in platform pricing, reach, or features. Ad spend is paid by the Client directly to the platform unless the Service Agreement says otherwise; Torvara never spends on a Client's account beyond the budget the Client has approved in writing. Performance figures such as impressions, reach, and estimated views are reported as the platforms report them, or, where stated, as estimates, and are not guarantees.

7. Fees and payment

Fees for Torvara's services (the build fee, the monthly consulting retainer, the domain and safety protection plan, and the ad-management fee, which is a percentage of the Client's ad spend), the term, the cancellation notice, and the end-of-term buyout are set out in the Service Agreement. Torvara charges no commission on the Client's sales. Use of the Platform is included in those fees unless the Service Agreement says otherwise. If a Client's account is more than [DAYS PAST DUE] days past due, we may suspend access to the Console after written notice, and may charge interest at the lesser of [LATE INTEREST RATE] per month or the maximum rate permitted by law. Third-party costs (ad spend, messaging charges, AI generation credits) are as set out in the Service Agreement.

8. Intellectual property

8.1 Your data. The Client owns all data it enters into its Console and all data collected from its customers through its Portals ("Client Data"). You grant Torvara a non-exclusive, worldwide, royalty-free, perpetual license to host, copy, process, transmit, display, and otherwise use Client Data to provide and improve the Platform and services, and for Torvara's own business purposes, including selling or sharing it, as described in the Privacy Policy and the Data Processing Agreement and where the law allows.

8.2 The Platform. Torvara owns the Platform, including its code, design, templates, workflows, prompts, knowledge-base structures, and all improvements, and all related intellectual property rights. Nothing in these Terms transfers ownership of the Platform to you. You receive only the limited right to use the Platform during the term of your Service Agreement.

8.3 Deliverables. Ownership of, or license to, marketing deliverables (ad creative, videos, captions, images, copy) is as stated in the Service Agreement. Unless the Service Agreement says otherwise: upon full payment, the Client receives a perpetual, non-exclusive license to use deliverables for its own marketing; Torvara retains ownership of reusable elements, templates, and know-how; and Torvara may display deliverables in its portfolio unless the Client opts out in writing. AI-generated elements are provided as-is with respect to copyright protectability.

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

8.5 Trademarks. Client names and logos belong to the Client; "Torvara" and the Torvara logo belong to us. Each party may use the other's name and logo only as permitted in the Service Agreement or these Terms.

9. Confidentiality

Each party will keep confidential the other's non-public business information that it learns through the Platform or the engagement ("Confidential Information"), will use it only for the engagement, and will protect it with at least reasonable care. Confidential Information does not include information that is or becomes public without breach, that the receiving party already knew, that it receives lawfully from a third party, or that it develops independently. A party may disclose Confidential Information when legally required, after giving notice where permitted. These obligations last for [CONFIDENTIALITY TERM, e.g. 3 years] after the engagement ends, and indefinitely for trade secrets and personal information. Client Data is governed by Section 8.1 and the Data Processing Agreement rather than by this Section.

10. Privacy and communications

Our Privacy Policy explains how we handle personal information. By using a Portal to submit a form, book, or chat, you agree to the Privacy Policy. Text messages and marketing emails are sent only with consent as described in the SMS and Communications Consent terms; reply STOP to any text to stop receiving messages from that business.

11. Warranties and disclaimers

11.1 Mutual. Each party warrants that it has authority to enter these Terms and will comply with applicable law in performing them.

11.2 Torvara. We warrant that we will provide the Platform with reasonable skill and care and substantially as described in the Service Agreement. Your sole remedy for a breach of this warranty is for us to correct the problem or, if we cannot within a reasonable time, to refund the fees paid for the affected period.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SERVICE AGREEMENT, THE PLATFORM, THE SERVICES, AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, TORVARA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT ANY PARTICULAR MARKETING RESULT, RANKING, NUMBER OF LEADS, REVIEWS, OR SALES. THE PLATFORM DEPENDS ON THIRD-PARTY SERVICES (INCLUDING HOSTING, MESSAGING, AND ADVERTISING PLATFORMS) THAT WE DO NOT CONTROL.

12. Limitation of liability

12.1 Exclusion. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY.

12.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, TORVARA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE PLATFORM WILL NOT EXCEED THE FEES PAID BY THE CLIENT TO TORVARA (EXCLUDING PASS-THROUGH AD SPEND AND THIRD-PARTY COSTS) IN THE [LIABILITY CAP LOOKBACK, e.g. 12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR [LIABILITY CAP FLOOR AMOUNT] IF GREATER.

12.3 Exceptions. The exclusions and cap do not apply to a party's indemnification obligations, to breach of confidentiality, to a party's gross negligence or willful misconduct, to a Client's unpaid fees, or to any liability that cannot be limited by law.

12.4 Portal users. For Portal users who pay no fees to Torvara, our total liability is limited to [PORTAL USER CAP AMOUNT] to the fullest extent permitted by law.

13. Indemnification

13.1 By the Client. The Client will defend, indemnify, and hold harmless Torvara and its founders, employees, and contractors from third-party claims, fines, and related costs (including reasonable attorneys' fees) arising from: (a) Client Data or materials the Client provides or approves, including claims that they are inaccurate, infringing, or unlawful; (b) messages sent at the Client's direction to people who had not consented or had opted out, or contacts the Client loaded without the right to do so; (c) the Client's products, services, prices, and industry-specific compliance (including lending, health-club, and transportation laws); (d) the Client's breach of these Terms or of a platform's policies; and (e) any review, testimonial, or media used at the Client's direction without proper consent.

13.2 By Torvara. Torvara will defend, indemnify, and hold harmless the Client from third-party claims that the Platform itself (excluding Client Data, AI-generated content the Client approved, and third-party services) infringes a United States copyright or trademark or misappropriates a trade secret. If such a claim arises, we may modify or replace the Platform or, if that is not commercially reasonable, terminate the affected service and refund prepaid fees for the unused period. We have no obligation for claims based on the Client's materials, modifications, or use in violation of these Terms.

13.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement (no settlement may admit fault by, or impose obligations on, the indemnified party without its consent), and cooperate reasonably.

14. Term, suspension, and termination

14.1 Term. These Terms apply for as long as you use the Platform. A Client's right to use its Console lasts for the term of its Service Agreement.

14.2 Termination. Either party may terminate a Client's access as provided in the Service Agreement, or immediately on written notice if the other party materially breaches these Terms and does not cure within 15 days of notice (or immediately for a breach of Section 3 that cannot be cured). A Portal user may stop using a Portal at any time.

14.3 Data export. On request made within 30 days after termination, Torvara will provide the Client with an export of its Client Data in a common machine-readable format (JSON or CSV) and copies of media it uploaded. After that period, and in any case within 60 days after termination, we will delete Client Data from systems we control, except for backups that expire on their normal schedule, consent and opt-out records we must keep, records we must retain by law, and data Torvara keeps for its own purposes under Section 8.1. Encrypted local backups on the Client's own devices remain with the Client and are its responsibility.

14.4 Survival. Sections 8, 9, 11, 12, 13, 14.3, 15, 16, and 17 survive termination.

15. Governing law and dispute resolution

15.1 Governing law. These Terms are governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-law rules.

15.2 Good-faith discussion first. Before starting any formal proceeding, the party raising a dispute will send a written description to the other party (for Torvara, at [LEGAL EMAIL]), and the parties' principals will meet by phone or video within 15 business days to try to resolve it in good faith. Neither party will start a proceeding until 30 days after that notice, except to seek urgent injunctive relief.

15.3 Forum. [FORUM OPTION: keep Option A (arbitration) or Option B (courts) and delete the other]

Option A (arbitration). Any dispute not resolved under Section 15.2 will be resolved by binding arbitration administered by [ARBITRATION PROVIDER, e.g. AAA or JAMS] under its rules for commercial disputes (or, for Portal users, its consumer rules), before a single arbitrator, seated in [ARBITRATION CITY AND STATE], with each party bearing its own costs except as the arbitrator awards under the applicable rules. Either party may bring an individual claim in small-claims court instead, and either party may seek injunctive relief in court to protect intellectual property or confidential information. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. Portal users may opt out of arbitration by emailing [LEGAL EMAIL] within 30 days of first using a Portal.

Option B (courts). Any dispute not resolved under Section 15.2 will be brought exclusively in the state or federal courts located in [VENUE COUNTY AND STATE], and each party submits to their personal jurisdiction. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

16. Changes to these Terms

We may update these Terms. We will post the new version at https://claude.ai/code/artifact/c5a58f88-8293-4695-8053-292152cca1ac#terms with a new effective date and will email Clients' primary contacts at least 14 days before material changes take effect. If a Client objects to a material change, it may terminate under its Service Agreement before the change takes effect; otherwise continued use means acceptance. Changes do not apply retroactively to disputes that arose before the effective date.

17. General

• Notices. Notices to Torvara go to [LEGAL EMAIL] with a copy by mail to [TORVARA ADDRESS]. Notices to a Client go to the primary contact on its Service Agreement. Email notice is effective when sent, absent a bounce.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all its assets, with notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party platforms, except for payment obligations.
• Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency relationship, except that a Client authorizes Torvara to act as its agency on ad platforms as set out in the Service Agreement.
• Entire agreement; severability; waiver. These Terms, the documents they incorporate, and the Service Agreement are the entire agreement on their subject. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing and applies only to the instance described.
• Export and sanctions. You confirm you are not on a U.S. government restricted-party list and will not use the Platform in violation of U.S. sanctions or export laws.

Questions about these Terms: [LEGAL EMAIL].