Terms of Service
Draft — pending final legal review. This document is provided for transparency and is not yet in force. The binding version will be published here and presented in-app once finalized.
These Terms of Service (“Terms”) are a binding agreement between [LEGAL ENTITY NAME], a [STATE] [entity type] (“Provider,” “we,” “us”), and the organization that subscribes to Verolith (“Subscriber,” “you,” “your church”). By signing an Order Form, clicking to accept, or accessing the Service, you agree to these Terms on behalf of the Subscriber and represent that you are authorized to bind it. If you do not agree, do not use the Service.
These Terms incorporate by reference the Privacy Policy, the End-User Terms / Acceptable Use Policy, and any Data Processing Addendum executed between the parties.
1. Definitions
- “Service” — the Verolith hosted platform, including the Privacy Airlock, the Theological Audit Engine, the Multilingual Scholar Module, the Theological Corpus and any content connectors, the provenance/attestation features, and associated dashboards and APIs.
- “Authorized User” — an individual (staff member, volunteer, or contractor of the Subscriber) whom you permit to use the Service under your tenant.
- “Subscriber Data” — content you or your Authorized Users submit to, or generate within, the Service, including prompts, uploaded documents, sermon media and transcripts, confessional/doctrinal materials, and corpus content.
- “Foundation Model Provider” — a third-party large-language-model or embedding provider the Service routes requests to (e.g., Google Cloud Vertex AI, which serves the Claude and Gemini models), as described in the Privacy Policy.
- “Order Form” — the ordering document specifying your subscription tier, term, and fees.
2. The Service
2.1 Provision. Subject to these Terms and payment of fees, we grant the Subscriber a non-exclusive, non-transferable right to access and use the Service during the Term for your internal ministry operations.
2.2 Modules and tiers. Features available to you depend on your subscription tier and entitlements as stated in your Order Form. Premium modules (e.g., the Theological Audit Engine, the Multilingual Scholar Module, platform media storage, and any content-marketplace sets) are available only where expressly entitled.
2.3 Governed AI routing; the Privacy Airlock. The Service routes AI requests to Foundation Model Providers under data-processing agreements, using zero-data-retention endpoints where contracted with those providers; these contractual protections apply to every request. The Privacy Airlock is an optional scrubbing control, off by default, which an Authorized User — or a Subscriber-set policy — may enable per surface; when enabled, it is designed to scrub personally identifying and sensitive pastoral content from prompts before routing. The Airlock is a risk-reduction control, not a guarantee of perfect redaction, and where it is not enabled prompts are routed as submitted under the contractual protections above. You remain responsible for exercising judgment about what content your Authorized Users submit, and for setting any organization-wide Airlock policy appropriate to your ministry context. See Section 9.
2.4 Changes. We may improve or modify the Service over time. We will not materially reduce core functionality of a paid tier during a paid Term without notice.
3. Subscriber Responsibilities
3.1 Authorized Users & access. You are responsible for your Authorized Users’ compliance with these Terms and the End-User Terms, for managing roles and access within your tenant, and for the security of credentials issued to your tenant (including per-tenant API keys and SSO configuration).
3.2 Lawful content & rights. You represent that you have the necessary rights and consents to submit Subscriber Data to the Service — including sermon media, transcripts, congregant information, and any third-party or licensed materials — and to permit the processing described in the Privacy Policy.
3.3 Sensitive personal data. The Service is not a HIPAA-covered offering unless a Business Associate Agreement is separately executed. You agree not to submit data whose processing requires safeguards we have not agreed to in writing.
3.4 Connected accounts. If you connect third-party accounts (e.g., Google Drive or a YouTube channel), you represent that you own or are authorized to connect those accounts and to have us process the data they expose, and you agree to the third-party terms referenced in the Privacy Policy.
4. Fees, Billing & Token Costs
4.1 Subscription fees. You pay the flat subscription fee for your tier as stated on the Order Form, billed [annually/per the Order Form] via invoice (Net-[30]). Fees are non-refundable except as expressly stated.
4.2 Foundation-model token costs. Unless your Order Form states otherwise, you are responsible for the usage-based costs of the Foundation Model tokens consumed by your tenant. The Service meters usage per tenant and per user for cost attribution, access review, and contract true-up; a monthly token cap protects against runaway usage and may pause model calls when exceeded.
4.3 Storage & overage. Corpus search data is included in your tier. Platform-hosted media storage above your included quota, where elected, is metered and reconciled at renewal (“true-up”). Deep-link and bring-your-own-bucket options incur no platform storage charge.
4.4 True-up. On multi-year terms we may reconcile contracted tier against actual users/usage/storage at each renewal.
4.5 Taxes. Fees are exclusive of taxes, which are your responsibility except for taxes on our net income.
5. Intellectual Property
5.1 Provider IP. We and our licensors own all rights in the Service, including its software, models, prompts, and documentation. No rights are granted except as expressly stated.
5.2 Subscriber Data. As between the parties, you own your Subscriber Data. You grant us a limited license to host, process, and transmit Subscriber Data solely to provide and support the Service, to route requests as you direct, and as permitted by the Privacy Policy.
5.3 AI output. Subject to your payment and these Terms, you own the outputs the Service generates for you from your inputs, to the extent such outputs are capable of ownership and do not include third-party or licensed content. AI output may be inaccurate — see Section 9.
5.4 Marketplace / licensed content. Any shared or licensed content sets are subject to their own licensing terms and are off by default until you opt in. You may use served content only as those terms permit.
5.5 Feedback. You grant us a perpetual, royalty-free license to use feedback you provide to improve the Service. We do not use your Subscriber Data to train foundation models.
6. Confidentiality
Each party will protect the other’s Confidential Information with reasonable care and use it only to perform under these Terms. Subscriber Data is your Confidential Information.
7. Term & Termination
7.1 Term. These Terms run for the subscription term on your Order Form and renew as stated there.
7.2 Termination for cause. Either party may terminate for the other’s uncured material breach after [30] days’ written notice. We may suspend access immediately for security risks, non-payment, or violations of the Acceptable Use Policy.
7.3 Effect of termination. Access ceases on termination. On request within [30] days, we will make Subscriber Data available for export; thereafter we will delete Subscriber Data, including derived data (transcripts, chunks, and embeddings), within [60] days, except backups that expire on our normal cycle or data we must retain by law. Deletion of data derived from connected third-party APIs (e.g., YouTube Authorized Data) follows the schedule in the Privacy Policy.
8. Subprocessors & Data Processing
8.1 We use the subprocessors listed in the Privacy Policy (including hosting, database, identity, and Foundation Model Providers) to provide the Service. We remain responsible for their performance for the purposes of these Terms.
8.2 Where required, the parties will execute a Data Processing Addendum governing the processing of personal data, which controls over these Terms in case of conflict on that subject.
9. Disclaimers
9.1 AS-IS. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.
9.2 AI and theological output. The Service uses AI models that can produce inaccurate, incomplete, or theologically erroneous output, and redaction/audit features are aids, not guarantees. Outputs — including doctrinal-alignment findings, drift/heresy flags, translations, and generated content — are not a substitute for human pastoral, doctrinal, or professional judgment. You are responsible for reviewing output before relying on or publishing it.
9.3 Privacy controls. The Privacy Airlock, where enabled (it is optional and off by default — see Section 2.3), reduces but does not eliminate the risk of sensitive content reaching third parties. We do not warrant that every item of sensitive content will be redacted, and where the Airlock is not enabled prompts are routed as submitted.
10. Limitation of Liability
10.1 Cap. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
10.2 No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
10.3 Excluded claims. The caps and exclusions do not apply to [your payment obligations, each party’s indemnification obligations, or a party’s breach of confidentiality].
11. Indemnification
11.1 By Subscriber. You will defend and indemnify us against third-party claims arising from your Subscriber Data, your or your Authorized Users’ use of the Service in violation of these Terms, or your lack of rights/consents under Section 3.2.
11.2 By Provider. We will defend and indemnify you against third-party claims that the Service, as provided, infringes that third party’s intellectual-property rights, subject to customary exclusions.
12. General
12.1 Governing law & venue. These Terms are governed by the laws of the State of [MICHIGAN], without regard to conflict-of-laws rules; the parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], [MICHIGAN].
12.2 Changes to these Terms. We may update these Terms. For material changes we will give notice (via the Service and/or email to your administrator) at least [30] days before they take effect and, where required, request renewed acceptance. Continued use after the effective date constitutes acceptance of non-material changes.
12.3 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets.
12.4 Entire agreement. These Terms, the Order Form, and the documents incorporated by reference are the entire agreement and supersede prior discussions. An Order Form’s negotiated terms control over conflicting language here.
12.5 Notices. Legal notices to Provider: [LEGAL NOTICE ADDRESS / EMAIL]. Notices to Subscriber: the administrator contact on file.
12.6 Force majeure; severability; waiver. Standard provisions apply.
Contact: [SUPPORT EMAIL] · Legal: [LEGAL EMAIL] · [LEGAL ENTITY NAME], [ADDRESS]