Draft — not yet in effect

Terms of Service

Effective [EFFECTIVE DATE]

1. Who we are

These Terms are an agreement between you and [ENTITY] ("we" or "us"), [ADDRESS]. They cover:

• the Terra app for Mac;
• your Terra account;
• the [DOMAIN] website and its sign-in, account and pricing pages.

Together, these are "Terra".

By creating an account or using Terra, you agree to these Terms. Please also read our Privacy Policy. If you don't agree, don't use Terra.

You must be 16 or older to use Terra. If we learn that an account belongs to someone under 16, we delete it.

2. What you need

• A Mac running macOS [MACOS VERSION] or later.
• A Terra account. You sign in with a passkey or with a code we email you. Terra has no passwords.
• An internet connection when you sign in, and at least once every 14 days after that (see §6).

3. Your licence

We give you a personal, non-exclusive, non-transferable licence to use Terra:

• in full while your trial or subscription is active;
• in read-only mode (§6) at any other time.

You can use Terra on up to 5 Macs signed in to your account. Settings → Account lists your Macs, and you can remove one to make room for another.

An account is for one person. You may use Terra for personal or work purposes, but don't share your account.

You may not:

• sell, rent, lend or sublicense Terra or your account, or transfer them to anyone else;
• decompile, disassemble or reverse engineer Terra, except where the law allows it regardless of this restriction;
• get around the licence check, the device limit or read-only mode;
• remove copyright, trademark or licence notices.

Terra includes open-source components. Their licences are listed in the THIRD_PARTY.txt file inside the app. Those licences apply to those components, and nothing in these Terms limits your rights under them.

We own Terra and all rights in it, apart from those components. You get only the rights these Terms give you.

4. Trial, plans and payment

• Free trial. Each new account gets one free 14-day trial. We don't ask for a card, and the trial never turns into a paid plan by itself. Please don't create extra accounts to get more trials.
• Plans. Terra costs [PRICE] a month or [PRICE] a year, plus any tax that applies. The pricing page shows the current price before you buy.
• Paddle sells Terra. Our reseller, Paddle, is the merchant of record. You buy your subscription from Paddle under Paddle's Buyer Terms. Paddle handles payment, tax, invoices and refunds. Paddle's Buyer Terms govern the purchase, and these Terms govern how you use Terra. Paddle's Buyer Terms call these Terms the "Supplier Agreement".
• Automatic renewal. Your subscription renews automatically at the end of each month or year, at the price that applies then, until you cancel. You'll see these terms next to the checkout button, and your receipt repeats them.
• Cancelling. You can cancel at any time in Settings → Account → Manage subscription, or with the link in any receipt. You don't need to call or email anyone. Cancelling stops the next renewal, and you keep full access until the end of the period you've paid for.
• Price changes. We'll email you before a new price applies to you, so you can cancel first.
• Refunds follow our Refund and Cancellation Policy and Paddle's refund policy. Neither reduces any refund right the law gives you.

5. Your notes are yours

• You own what you write, import and capture in Terra. We claim no rights over it.
• Your notes are ordinary files, mostly Markdown, in a folder you choose on your Mac.
• Terra's servers never receive your notes, unless you choose to send us something, such as a screenshot with a bug report.
• Because we don't have a copy, we can't recover notes you lose.
• You're responsible for your content, and for having the right to use anything you import or capture.

6. Read-only mode

Terra opens your notes read-only when any of these is true:

• your trial has ended and you haven't subscribed;
• your subscription has ended (after you cancel, that's at the end of the period you've paid for) or is paused;
• you've signed out, or this Mac has been removed from your account;
• Terra hasn't been able to confirm your licence for 14 days. It checks when it starts, every 12 hours while it's running, and when you sign in;
• your Mac's clock has been set back by more than a day. Terra returns to normal at its next successful check.

In read-only mode, these always work:

• opening, reading and searching your notes;
• printing them, including Save as PDF;
• Settings and your account.

These pause until you subscribe or sign in again:

• editing and importing;
• AI features, changes by agents, and the AI chat sites inside Terra;
• exports that save into your notes folder, such as spreadsheet, canvas and notebook exports.

Read-only mode never locks your files. Your notes are ordinary files, so you can open or copy them with Finder or any other app at any time.

7. Keep your own backups

Terra edits files on your Mac. Software has bugs, disks fail, and files get deleted by mistake.

• Keep a backup that doesn't depend on Terra, such as Time Machine, and check now and then that it works.
• Terra's Trash and version history aren't backups. Deleting a note from inside Terra's Trash removes it permanently, straight away.
• Terra doesn't encrypt your notes itself; it relies on macOS. We recommend turning on FileVault.

8. AI features

• AI in Terra is optional. Nothing goes to an AI provider until you set one up.
• AI runs through the provider you choose, using your own API key or account, or through a model that runs on your Mac. Your use of a provider is governed by that provider's terms and policies, and you pay the provider directly. We aren't part of that arrangement and don't control what providers do with your data.
• When you use an AI feature, Terra sends the provider what the feature needs: your request, and the parts of your notes the feature uses. Our Privacy Policy explains what that can include.
• AI output can be wrong, incomplete or out of date. Check it before you rely on it.
• By default, Terra asks you before an agent changes your notes, and it keeps a journal of every change an agent makes. You're responsible for the changes you approve or allow.
• Don't use AI features in a way that breaks a provider's terms or usage policies.

9. Services run by others

Terra can connect to services run by other companies, such as AI providers, meeting-note and issue-tracking services, git hosts, and the websites you capture or link to.

• Those services have their own terms and privacy policies, and those apply when you use them.
• We don't control them, aren't responsible for them, and can't promise they'll stay available.
• Their names and logos belong to their owners. We aren't affiliated with them unless we say so.

10. Acceptable use

Don't use Terra to:

• break the law or infringe anyone's rights;
• attack, overload or probe our servers, or get around rate limits, sign-in protections or the licence check;
• create accounts in bulk or with automated tools;
• send us malware, spam or illegal content through any part of Terra;
• help anyone else do any of these.

We may suspend accounts that do (§14).

11. Feedback

If you send us ideas or suggestions, we may use them without owing you anything.

12. Copyright complaints

If you believe something on our servers infringes your copyright, contact our copyright agent:

[ENTITY], Attn: Copyright Agent, [ADDRESS], [CONTACT EMAIL]

Include the information listed in 17 U.S.C. §512(c)(3):

• your signature, physical or electronic;
• the work you believe is infringed;
• the material you believe infringes it, and where we can find it;
• your contact details;
• a statement that you believe in good faith the use isn't authorised;
• a statement, under penalty of perjury, that your notice is accurate and that you're the owner or authorised to act for the owner.

Where appropriate, we close the accounts of repeat infringers.

13. Changes to Terra, and updates

• We keep improving Terra, so features change over time.
• If a change has more than a minor negative effect on how you use Terra, we'll tell you before it happens. You can then end your subscription within 30 days and get a refund for the unused part of the period you've paid for.
• While your subscription is active, we provide updates, including security updates, that keep Terra working as described. [Decision 5: say how updates are delivered.] Please install them. We aren't responsible for problems that an update we offered you would have fixed.

14. Suspension and ending

• You can stop at any time. Cancel your subscription (§4) and, if you want, delete your account as our Privacy Policy explains.
• We may suspend or close your account if you seriously or repeatedly break these Terms, if the law requires it, or to protect Terra or its users. We'll tell you why, unless the law or a security risk prevents it. If we close your account and you haven't broken these Terms, we'll refund the unused part of any period you've paid for.
• If your account closes, Terra keeps working in read-only mode (§6), and your notes stay on your Mac.
• If we stop offering Terra, we'll give you at least [90] days' notice and refund the unused part of any period you've paid for.

Sections 5, 7 and 15 to 21 continue to apply after your account ends.

15. Warranty disclaimer

Terra is provided "as is" and "as available". As far as the law allows, we make no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We don't promise that Terra will be free of errors or interruptions, or that it will never lose or damage data.

If you're a consumer, the law may give you rights that can't be excluded. In the EU and UK, for example, digital content you pay for must be as described, fit for purpose and of satisfactory quality. Nothing in these Terms limits those rights.

16. Limits on our liability

As far as the law allows:

• we aren't liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data;
• our total liability for all claims about Terra is limited to the greater of what you paid for Terra in the 12 months before the claim, or US$[50].

These limits don't apply to liability that the law doesn't allow us to limit, such as liability for fraud, or for death or personal injury caused by negligence. Some US states don't allow some of these limits, so they may not all apply to you.

If you're a consumer in the EU or UK:

• we're responsible for loss or damage you suffer that's a foreseeable result of our breaking these Terms or failing to use reasonable care and skill;
• we aren't responsible for loss that wasn't foreseeable;
• in the UK, if Terra damages your device or your other digital content because we didn't use reasonable care and skill, you may be entitled to a repair or compensation.

17. Your rights as a consumer in the EU, EEA or UK

• Nothing in these Terms takes away a consumer right you can't waive.
• You may have 14 days to withdraw from a purchase. Our Refund and Cancellation Policy explains how.
• If Terra doesn't work as described, you can ask us to fix it. If we can't, you may be entitled to a price reduction, or to end the contract and get a refund.

18. Governing law and disputes

• Talk to us first. Email [CONTACT EMAIL]. We'll try to sort out the problem within 30 days.
• Governing law. These Terms are governed by the laws of [GOVERNING LAW], without regard to its conflict-of-laws rules.
• [Option A: courts] The courts of [VENUE] have exclusive jurisdiction. Either of us can also bring a claim in small-claims court.
• [Option B: arbitration, US users only]
  • Any dispute that we can't sort out informally goes to binding individual arbitration under the consumer rules of [AAA or JAMS].
  • Either of us can still bring an eligible claim in small-claims court, or ask a court to stop the misuse of intellectual property.
  • You and we each waive the right to a jury trial and to take part in a class action.
  • You can opt out of arbitration by emailing [CONTACT EMAIL] within 30 days of first accepting these Terms.
• EU and UK consumers. The mandatory consumer laws of the country where you live also protect you, and you can bring claims in your local courts. Option B doesn't apply to you.

19. Changes to these Terms

We may update these Terms. Before a material change applies to you, we'll email you at least [30] days ahead. If you don't agree with the change, you can cancel before it takes effect. If you keep using Terra after that date, you accept the new Terms.

20. Export controls and sanctions

You may not use Terra in breach of US export-control or sanctions laws, or if you're on a US government list of restricted parties.

21. General

• Entire agreement. These Terms, the Privacy Policy and the Refund and Cancellation Policy are the whole agreement about Terra. Paddle's Buyer Terms cover the purchase.
• Severability. If part of these Terms can't be enforced, the rest still applies.
• No waiver. If we don't enforce a term straight away, we can still enforce it later.
• Transfer. You can't transfer these Terms. We can transfer them to a company that takes over Terra, and we'll tell you if we do. Your rights won't be reduced as a result.
• Events outside our control. We aren't responsible for delays or failures caused by events we can't reasonably control.
• Notices. We send notices to your account email address. You can send notices to [CONTACT EMAIL] or [ADDRESS].
• Language. If we translate these Terms, the English version applies where the law allows.
• California users. Under California Civil Code §1789.3, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.

22. Contact

[ENTITY], [ADDRESS], [CONTACT EMAIL]