Terms of Service

1. Agreement to these terms

These Terms of Service (“Terms”) form a binding agreement between you and Toolbench (“Toolbench,” “we,” “us”). By creating an account, accessing the service, or authorizing an AI role to act on your behalf, you agree to these Terms and to our Privacy Policy at toolbench.co/privacy.

If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business to these Terms, and references to “you” mean both you and the business.

If you do not agree to these Terms, do not use the service.

2. The service

Toolbench is the AI Platform for the Trades. The service has two layers:

• The AI Context Vault: a per-business data store that ingests information you authorize (Google Business Profile, reviews, listings, website content, photos, and other connected sources) and structures it for AI consumption.
• AI roles: named, persistent, agentic team members that work from your AI Context Vault on your behalf. The first role available is the AI Marketing Director. Additional roles (AI Receptionist, AI Customer Manager, AI Operations Coordinator) become available in later phases.

Each AI role operates within a defined scope and within rules that we cannot bypass at your request, including restrictions in our agreements with third-party platforms (such as Google) and our internal Trust & Safety policies.

3. Your account

To use Toolbench you must create an account, provide accurate information, keep your credentials secure, and notify us promptly of any unauthorized access. You are responsible for activity that occurs under your account.

You must be at least 18 years old and represent a legitimate business entity. You may not use the service on behalf of a business for which you do not have authority to act.

You may close your account at any time. We may suspend or terminate your account for violations of these Terms or applicable law (see Section 11).

4. Authorization for AI roles to act on your behalf

When you hire an AI role, you authorize that role to take actions on your behalf within its defined scope and within the operational posture you set during onboarding. Authorized actions may include, depending on the role:

• Posting content to your Google Business Profile, including photos you have uploaded, business information updates, posts, and Q&A answers.
• Responding to customer reviews.
• Sending or scheduling outbound communications (email, SMS) within applicable consent rules.
• Updating listings on third-party directories you have connected.
• Drafting and proposing marketing or operational decisions for your approval.

You can configure each role to act autonomously for routine actions or to flag actions for your approval before execution. You can change this configuration at any time. Every action taken by an AI role is logged in your audit log, with the inputs that informed the decision.

You acknowledge that AI roles act on your behalf using your own credentials with connected platforms. We do not maintain shared credentials. We do not act on platforms in our own name on your behalf.

AI roles operate under bright-line rules that they cannot violate regardless of your request. These rules exist to protect your platform standing (for example, Google Business Profile policy compliance) and to prevent harm. You acknowledge that we may decline to take actions that would violate these rules even if you ask us to.

5. Your data and the AI Context Vault

Your AI Context Vault and the data within it belong to you. We are a fiduciary of this data, not an extractor. The full terms governing data handling are in our Privacy Policy. Key commitments referenced here:

• You can export your full vault at any time in structured formats.
• You can delete your full vault, or any individual source, at any time.
• We never sell your data to third parties.
• Population-level learning (using anonymized signals across customer vaults to improve AI roles) is opt-in per source and revocable per source.
• Every read of your vault by any AI role is logged and visible to you in the audit log.

You grant us a limited, worldwide, non-exclusive, non-transferable license to use, store, process, transmit, and display your data solely as needed to provide the service to you, to maintain and improve our service, and to comply with applicable law. This license terminates when you delete your data, except for retention required by law or for legitimate operational records (billing history, audit logs as described in the Privacy Policy).

6. Acceptable use

You agree not to:

• Use the service for any unlawful purpose, or to facilitate any unlawful activity.
• Use the service to violate the policies of any platform we integrate with (including Google Business Profile policies), or to attempt to manipulate, deceive, or otherwise harm any third party or platform.
• Misrepresent your business, your services, or your relationship to any business profile.
• Upload content you do not have rights to use, including photos, reviews, or other media.
• Submit fake or fraudulent reviews, fake business information, or other deceptive content.
• Attempt to bypass any rate limit, security control, audit log, or bright-line policy.
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the service.
• Use the service to compete with Toolbench or to develop a competing product.
• Resell, sublicense, or transfer access to the service without our written consent.

Violations of this section may result in immediate suspension or termination of your account and may also result in liability under applicable law.

7. Third-party platforms

Toolbench integrates with third-party platforms (most notably Google Business Profile) to provide the service. Your use of those platforms is governed by their own terms and policies. You are responsible for complying with those terms when using Toolbench.

We will not violate a third-party platform’s policies on your behalf, even if you request it. If a third-party platform restricts, suspends, or removes our access to their API, we will notify you and may suspend or modify the related portions of the service. We are not liable for actions taken by third-party platforms against your account or business.

8. Fees and payment

• Subscription pricing for AI roles, the AI Context Vault, and metered AI usage is published at toolbench.co/pricing and is incorporated into these Terms by reference. Pricing for any custom or enterprise arrangement is governed by a separate order form.
• Subscription fees are billed monthly in advance. Metered AI usage is billed monthly in arrears.
• All fees are non-refundable except where required by law or expressly stated otherwise.
• If your payment method fails, we may suspend the service after a notification period and may terminate the account if non-payment continues.
• We may change pricing for future billing periods with at least thirty (30) days’ notice.
• You authorize us, through our payment processor, to charge your payment method on file for all fees.
• Taxes are your responsibility unless we are required by law to collect them. Where applicable, taxes will be added to your invoice.

9. Intellectual property

Toolbench retains all right, title, and interest in and to the service, including the AI Context Vault platform, AI role implementations, models, software, design, and brand. These Terms do not grant you any rights in our intellectual property other than the right to use the service as described.

You retain all right, title, and interest in your data and your business content. Output produced by AI roles working on your data (for example, GBP posts drafted on your behalf, review responses, content recommendations) belongs to you, subject to the license granted in Section 5.

You may not use Toolbench’s name, logo, or other brand assets without our prior written consent, except for normal references identifying us as your service provider.

10. Disclaimers and limitation of liability

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the service will be uninterrupted, error-free, or secure; that defects will be corrected; or that the service or the servers that make it available are free of viruses or other harmful components. AI role outputs may include errors, omissions, or recommendations that turn out to be incorrect. You are responsible for reviewing AI role outputs before they are published or relied upon, where the configured posture of your roles requires your approval.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In those jurisdictions, the exclusions and limitations above apply to the maximum extent permitted by applicable law.

11. Suspension and termination

Either party may terminate these Terms at any time. You can close your account by following the deletion process in the Toolbench app. We may suspend or terminate your account for material breach of these Terms, non-payment, or as required by law.

Upon termination:

• You will retain access to your AI Context Vault for thirty (30) days for export purposes.
• After thirty (30) days, your data will be hard-deleted in accordance with our Privacy Policy.
• Sections that by their nature should survive termination (intellectual property, disclaimers, limitation of liability, governing law, indemnity, payment of accrued fees) will survive.

12. Indemnification

You will indemnify, defend, and hold harmless Toolbench and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party right (including platform policies); (c) your business content or the actions you authorize AI roles to take on your behalf; or (d) your use of the service in a manner not permitted by these Terms.

13. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will notify you by email and post a notice in the Toolbench app at least thirty (30) days before the changes take effect. Your continued use of the service after the effective date constitutes acceptance of the updated Terms.

14. Governing law and disputes

These Terms are governed by the laws of [STATE TBD], without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the service will be resolved in [VENUE TBD]. You and Toolbench each waive any right to a jury trial.

Where required by applicable consumer protection law, you may have additional rights that supersede the choice of law and venue clauses above.

15. General

• Entire agreement: these Terms, together with the Privacy Policy and any order form, constitute the entire agreement between you and Toolbench regarding the service.
• Severability: if any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.
• No waiver: our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment: you may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: we are not liable for failures or delays caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet outages, and third-party platform outages.
• Notices: notices to Toolbench should be sent to legal@toolbench.co. We may give notices by email to the address on your account.

16. Contact

Questions about these Terms can be directed to legal@toolbench.co.