Terms of Service

1. The agreement

These Terms of Service ("Terms") are an agreement between Thora Cloud LLC ("Thora", "we", "us") and the business or person that signs up for or uses our services ("you"). Our services are thora.cloud, Thora One Business, the Thora Business apps (ServiceGlade, Tillwright, Shiftwell, Punchwell, Daymark, Foxtrack and Goodword), Thora AI, and anything else we offer that links to these Terms (together, the "Services").

By creating an account, accepting an invite, or using the Services, you agree to these Terms. If you accept for a business, you confirm you have authority to bind it, and "you" means that business.

These Terms include the Billing and Cancellation Terms, the Acceptable Use Policy, the Data Processing Addendum and, when you use texting or phone features, the SMS and Communications Terms. Our Privacy Policy explains how we handle personal information.

2. Who can use the Services

The Services are built for businesses. You must be at least 18 and able to form a binding contract. You may not use the Services if you are barred from doing so under United States law.

3. Accounts and your people

The account owner controls the business account, adds and removes people, and picks each person's role (for example office user or field crew). You are responsible for everything done under your account, for keeping sign-in details private, and for making sure your people follow these Terms.

Tell us right away at hello@thora.cloud if you think someone has accessed your account without permission.

4. The Services and changes

We are always improving the Services. We may add, change or retire features. If we remove a feature that is a material part of your paid subscription, we will tell you in advance where we reasonably can.

Some features are marked "Coming soon", "Rolling out" or early access. Those features may change, may have limits, and are provided as they are. We will not charge separately for a feature that is included in your plan when you joined, except for usage-based extras described in the Billing Terms.

5. Fees

Paid plans are billed monthly in advance as described in the Billing and Cancellation Terms, including how your price lock works, what happens if a payment fails, and how to cancel.

6. Your data

Your data stays yours. "Your Data" means the information you and your people put into the Services, including your customers, jobs, quotes, invoices, schedules, time records and files.

You give us permission to host, copy, process and display Your Data only as needed to provide, secure and support the Services for you, and as described in the Privacy Policy and the Data Processing Addendum. We do not sell Your Data.

You can export Your Data at any time while your account is active, and for 30 days after cancellation takes effect. After that export period, we delete Your Data within 90 days of cancellation taking effect, including backups, except where the law requires us to keep it.

You are responsible for having the right to put Your Data into the Services, including any notices and consents your customers and workers need. When Your Data includes personal information about other people, the Data Processing Addendum applies.

7. Thora AI

Thora AI can draft quotes, schedules, messages and other content from Your Data. AI output can be wrong or incomplete. Review it before you rely on it, send it, or charge a customer based on it. You are responsible for what you send or approve.

We do not use Your Data to train AI models that are shared with other customers. Our AI providers' handling of data is described in the Subprocessors list and is subject to [TBD: AI provider data-use terms].

8. Acceptable use

You must follow the Acceptable Use Policy. We may remove content or limit access that violates it.

9. Third-party services

Some parts of the Services rely on other companies, such as payment processing by Stripe. Your use of those parts may also be subject to that company's terms. We are not responsible for services we do not control, but we choose our providers carefully and list the ones that handle personal information on our Subprocessors page.

10. Our property

We own the Services, including the software, designs and the Thora names and logos. These Terms give you a right to use the Services during your subscription; they do not transfer ownership. Use of our names and logos follows our Trademark Guidelines.

If you send us ideas or feedback, we may use them without any obligation to you.

11. Confidentiality

Each of us will protect the other's non-public business information with reasonable care and use it only to perform under these Terms, except where the law requires disclosure.

12. Suspension and ending the agreement

You can cancel at any time as described in the Billing Terms.

We may suspend or limit access if you seriously or repeatedly break these Terms, if your use creates a security or legal risk, or if payment is overdue past the grace period. Where we reasonably can, we will tell you first and give you a chance to fix the problem. We may end the agreement for a serious breach that is not fixed within 30 days of notice.

When the agreement ends, your right to use the Services stops, but you keep the export window described in section 6.

13. Disclaimers

We work hard to keep the Services available, accurate and secure, but we provide them "as is" and "as available". To the extent the law allows, we disclaim implied warranties such as merchantability, fitness for a particular purpose and non-infringement. The Services are business tools; they are not legal, tax, payroll or accounting advice.

14. Limits on liability

To the extent the law allows: (a) neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue; and (b) each party's total liability under these Terms is limited to the amounts you paid us for the Services in the 12 months before the event that caused the claim.

These limits do not apply to your payment obligations, to either party's indemnity obligations, or to liability that cannot be limited by law.

15. Indemnity

You will defend and indemnify us against third-party claims arising from Your Data, your use of the Services in breach of these Terms, or messages you send through the Services. We will defend and indemnify you against third-party claims that the Services, as we provide them, infringe that party's United States intellectual property rights.

16. Governing law and disputes

Ohio law governs these Terms, without regard to conflict-of-law rules. Before filing a claim, each of us agrees to try to resolve the dispute informally for 30 days after written notice.

If we cannot resolve it, disputes will be resolved by [TBD: dispute resolution method]. Until that is set, the state and federal courts located in Franklin County, Ohio have exclusive jurisdiction, and both of us consent to them.

17. Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the Services before they take effect. If you keep using the Services after that date, the new Terms apply. If you do not agree, you can cancel before they take effect.

18. General

These Terms are the whole agreement between us about the Services and replace earlier agreements on the same subject. If part of them cannot be enforced, the rest still applies. Not enforcing a right is not a waiver. You may not assign these Terms without our consent; we may assign them to a successor in a merger, acquisition or sale of the business. Neither of us is responsible for delays caused by events beyond reasonable control. We may send notices by email to the account owner.

Contact us

Questions about this document go to hello@thora.cloud.

Thora Cloud LLC, an Ohio limited liability company. Notices by mail: [TBD: mailing address for legal notices].