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Draft. This document is a starting point, not legal advice. It has not been reviewed by counsel and contains [BRACKETED] placeholders that must be completed before it is published or relied upon.

Terms of Service

Last updated [DATE] · Effective [DATE]

These Terms of Service (“Terms”) are a contract between [LEGAL ENTITY NAME](“Tino”, “we”, “us”) and the organization that subscribes to or uses the Tino inventory and costing service (“Customer”, “you”). By creating an account, accepting an order, or using the service, you agree to these Terms on behalf of your organization and confirm you are authorized to do so.

1. The service

Tino is a hosted software application for tracking bulk wine, case goods, dry goods, vessels, and related costs, and for producing inventory and accounting reports (the “Service”). We may update, improve, or change features over time. We will not materially reduce the core functionality of a paid plan during a paid term without notice.

2. Accounts and access

  • You are responsible for the accounts you create, the people you invite, the roles and permissions you assign, and all activity under those accounts.
  • Keep credentials confidential. Notify us promptly at [SECURITY EMAIL] if you suspect unauthorized access.
  • You must provide accurate account information and keep it current.

3. Acceptable use

You agree not to, and not to permit anyone to:

  • use the Service in violation of any applicable law or regulation, including alcohol-industry recordkeeping and tax rules that apply to you;
  • attempt to gain unauthorized access to the Service, other customers’ data, or our systems;
  • probe, scan, or test the vulnerability of the Service except under a written authorization from us;
  • interfere with or disrupt the integrity or performance of the Service;
  • resell, sublicense, or provide the Service to a third party except your own authorized users;
  • upload malware or content you do not have the right to use.

4. Customer data

As between the parties, you own all data you or your users enter into the Service (“Customer Data”). You grant us a limited license to host, process, transmit, back up, and display Customer Data solely to provide and support the Service. Our handling of personal data within Customer Data is described in the Privacy Policy. You are responsible for the accuracy and legality of Customer Data and for having the rights needed to provide it to us.

5. Subscriptions, fees, and payment

  • Paid plans are billed in advance on the cycle stated in your order or plan page. Fees are non-cancelable and non-refundable except as stated in the Refund Policy.
  • Unless your order says otherwise, subscriptions renew automatically for successive terms of the same length. You may turn off renewal before the end of the current term.
  • Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our net income.
  • We may suspend the Service for non-payment after [NUMBER] days’ notice of an overdue amount.

6. Intellectual property

We and our licensors own the Service, its software, and all related intellectual property. These Terms grant you a non-exclusive, non-transferable right to access and use the Service during your subscription term. We own any feedback you provide and may use it without restriction.

7. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with the Service with reasonable care and use it only to perform under these Terms. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party.

8. Warranties and disclaimers

We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided “as is” and “as available” without warranties of any kind, including merchantability, fitness for a particular purpose, and non-infringement. Tino is an inventory and costing tool, not an accountant, auditor, or tax advisor; you are responsible for reviewing outputs and for your regulatory filings.

9. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Each party’s total liability arising out of or related to these Terms will not exceed the fees you paid or owed for the Service in the [NUMBER] months before the event giving rise to the claim. These limits do not apply to your payment obligations, either party’s breach of Section 7 (Confidentiality), or liability that cannot be limited by law.

10. Term and termination

  • These Terms apply while you have an account or an active subscription.
  • Either party may terminate for the other’s material breach that stays uncured [NUMBER] days after written notice.
  • On termination we will make Customer Data available for export for [NUMBER] days, after which we may delete it. See the Privacy Policy for retention details.

11. Changes to these Terms

We may update these Terms. If a change is material, we will give notice by email or in the Service before it takes effect. Continued use after the effective date means you accept the updated Terms.

12. General

These Terms are governed by the laws of [STATE/COUNTRY], without regard to conflict-of-laws rules, and the parties submit to the courts of [VENUE]. If a provision is unenforceable, the rest stays in effect. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets. These Terms, together with any order, are the entire agreement on this subject.

13. Contact

Questions about these Terms: [LEGAL EMAIL], [MAILING ADDRESS].