Harmonyk — Terms of Service (DRAFT)

DRAFT — LLM-GENERATED PRELIM — NOT LEGAL ADVICE — NOT FOR PUBLICATION UNTIL REVIEWED BY A QUALIFIED LAWYER. Prepared 2026-10-20 by LegalDraftWing (workflow step 1 of 2: LLM draft → lawyer final check + audit — founder's order, 2026-10-19). Do not ship, sell against, or link to this text until the lawyer pass is done. Every product fact carries a bracketed source; every open question is marked [LAWYER] or [FOUNDER].

Source key: [QS …] = docs/2026-10-19-saas-spec-question-sheet.md · [ECON …] = docs/2026-10-20-pricing-economics.md · [CONN …] = docs/2026-10-20-connectors-build-plan.md · [MCP …] = docs/2026-10-18-maestro-mcp-design.md · [LEDGER …] = tickets/LEDGER.md. Details and citations: LAWYER-HANDOFF-BRIEF.md.

0 · How to read this draft

Plain language is deliberate — the founder reads this too. Square brackets mark either a source or a hole. Nothing here invents the company's identity or jurisdiction; those are the first two lawyer questions in the handoff brief.

1 · Who we are, and how you accept these terms

[ENTITY NAME — TO BE CONFIRMED. The legal entity behind "Harmonyk" has not been established in any canon document. [FOUNDER] + [LAWYER]. QS Q21 says "Luxembourg-based, EU customers expected" — that is context, not an entity fact.] ("we", "us"), the operator of the Harmonyk workspace product ("the Service").

You accept these terms by checking the acceptance box at signup. We will store an acceptance record — timestamp plus the exact version you accepted — and email you a copy of the terms. This is deliberate: consent must be evidence, not decoration (QS Q22, the S05 lesson). We will show these terms as versioned, dated documents; old versions stay available (append-only history, applied to ourselves — QS Q22).

If you use Harmonyk for an organisation, you confirm you have authority to bind it to these terms. [LAWYER: authority/agency wording for B2B.]

2 · What the Service is

Harmonyk is a document workspace: a Vault of your documents (imported or created in-app), Rooms to organise them, semantic search across them, and "Maestro" — an AI assistant that can read workspace content and help you work with it (QS Q14, LEDGER T008).

Honest scope note (this draft must match reality — LEDGER SAAS-CHECK):

• Live today: documents, Rooms, Maestro chat, hybrid semantic search over your library (QS Q14).
• In design / not yet shipped: Playbooks (automation) — currently labelled "coming soon" at every tier and not sellable as live (QS Q1, LEDGER SAAS-CHECK hard exception); connectors to Gmail/Google Drive and other providers (CONN §0); self-serve billing (QS Q20: the Stripe provider is a not-implemented stub; billing today is managed by hand).

We may add, change, or retire features. We will not remove your access to your content because a feature changes (§9).

3 · Your account and workspace

• You need an account (email + password, authenticated by our auth provider — LEDGER MAIL-SMOKE). You are responsible for what happens in your workspace and for keeping credentials and share passcodes confidential. Documents are currently shared by link + passcode (QS Q18 cites passcode security work still open — the handoff brief lists it as a hardening item the legal text must not over-promise around).
• [OPEN — QS Q11: the product has no seat concept yet while pricing is per-seat. This section needs a real seat/member definition before sale. [FOUNDER] + [LAWYER].]
• You must be [18+/the age of majority — [LAWYER]] and able to enter a binding contract.

4 · Your content stays yours

Everything you put in Harmonyk — documents, text, Maestro conversations — is yours. You grant us only the licence needed to run the Service for you: to store, extract text, index for search, and process through the AI providers named in the Privacy Policy — nothing else. We do not use your content to train AI models; model processing runs only on routes configured for no data collection and zero data retention, and processing fails closed if no such route is available (CONN §0.3 D109 — [LAWYER: verify this promise survives the processors' actual contract terms before it ships]).

The import consent screen already tells you, in the product's own words: "I agree to have the extracted text processed by OpenRouter… The original file bytes are not sent" (CONN §0.3, quoting DEMO-PATHWAY §4.4). Only bounded extracted text leaves the app to the model provider (CONN §0.3 D109).

You confirm you have the right to put the content in Harmonyk and to have it processed as described here and in the Privacy Policy.

5 · Acceptable use

Short version: don't break the law, other people's rights, or the Service. Full rules: Acceptable Use Policy (same folder), incorporated by reference. [LAWYER: incorporation mechanics.]

6 · Plans, quotas, and fair use

• Pricing is in managed beta: entitlements are set by hand (QS Q20, ManualBillingProvider); self-serve checkout is not yet available. The plan ladder is described on the pricing page (ECON §5).
• Some tiers say "uncapped". That word has a precise meaning and a companion document: the Fair-Use Policy (same folder). It never means "unlimited" — the word "unlimited" does not appear in our promises (QS Q13; ECON §5.2).
• No surprise bills. Ever. No auto-top-ups, no credit packs, no metered charges layered on top of your plan; going above your plan is a choice you make at a door we show you in advance (ECON §5.2, the meter law).
• Quotas never replenish through deletion: deleting documents does not restore quota (LEDGER T024 mechanic). The free tier's document allowance is 250 documents — lifetime ("ever"), not per month (her 2026-10-19-night draft shape, relayed via PricingWing 2026-10-20). [FOUNDER CONFIRM — chronology: this newer word (2026-10-19 night) supersedes the older "250/month" anchor (2026-10-19 ~11:09Z) provisionally — "the newer word wins unless the walk-through reverts it"; pending her tier walk-through + CreditsWing coherence pass. Correction points backward at the LEDGER T024 row per lineage law.] Exact copy semantics: never say "per month" for the free document allowance.
• Free-tier usage limits exist and are shown, not hidden (LEDGER CONNECTORS-PREP addendum #3: "we don't even need to hide them").

7 · AI-specific terms (Maestro)

• Maestro's output is machine-generated and can be wrong. It is assistance, not professional advice — not legal, financial, medical, or tax advice. You make the decisions; you review the output. [LAWYER: exact disclaimer wording; sector-restricted uses for legal-tech customers (the persona-panel line "the sentence my malpractice insurer wants to read" is a design target, not a claim we can make).]
• Maestro acts on your workspace only through proposals you confirm: nothing it suggests is written or executed without a human-approved action card (LEDGER T004 — "no card ⇒ no change", design law D102). When an action is triggered by real-world content — e.g. an email — the product shows the evidence that motivated it (CONN §11.1, the evidence line).
• Third-party content Maestro reads (websites, emails) is untrusted data; the product is designed to treat it that way (MCP third-party wall; Google's own prompt-injection warnings noted in LEDGER PLAYBOOKS-PREP).

8 · Billing and refunds

• During managed beta, invoices and entitlements are arranged directly (QS Q20 phase 1).
• Refunds: [LAWYER + FOUNDER — proposed: pro-rata within 14 days of first charge, no questions (QS Q21 recommendation). EU consumer withdrawal rights may interact with this. [LAWYER]]
• Tax/VAT handling is an open question (QS Q21: "Luxembourg-based, EU customers expected" — VAT OSS, currency display). [LAWYER.]
• If a payment fails, our plan is notice-first: reminder emails, then read-only mode — your content is never deleted as a billing consequence (QS Q17 recommendation).

9 · Suspension, termination, and your data on the way out

• You can stop using Harmonyk at any time. On any downgrade or expiry: you keep everything you already have — read access stays, content is never hostage (QS Q17).
• We may suspend accounts that breach the Acceptable Use Policy — proportionately, with notice where possible (see the AUP's enforcement ladder). Security emergencies excepted.
• Deletion/erasure is a documented open question, and this draft does not pretend otherwise (QS Q24): the product's engineering law says nothing silently disappears (rooms can be archived/renamed but not deleted — QS Q24/S20), while data-protection law gives real people real erasure rights. The proposed product position is export + verified content destruction (destroy content keys, keep the hash chain so the record of a document's existence can testify without its plaintext) plus a written retention schedule (QS Q24 recommendation). This section cannot be final until [FOUNDER] picks the position and [LAWYER] validates it.

10 · Disclaimers and limitation of liability

[LAWYER ONLY — entire section. Draft placeholder: service provided "as is"/"as available"; liability cap; exclusion of consequential damages; carve-outs mandated by law. The enforceability and shape (especially against EU consumers and B2B) is not an LLM call.]

11 · Governing law and dispute resolution

[LAWYER + FOUNDER — entirely open. Depends on the entity and its seat, both unconfirmed (§1). QS Q21 context points at Luxembourg; do not publish a jurisdiction clause until the entity exists.]

12 · Changes to these terms

Terms are versioned and dated. For material changes we will give notice (in-app and/or email) before they take effect, and ask you to re-accept where appropriate. The version + timestamp acceptance record (§1) is what we will rely on. [LAWYER: notice period and re-acceptance triggers.]

13 · Contact

[FOUNDER: contact address + privacy contact. A named support email is already a QS Q25 recommendation.]

Fact sources for this document

QS Q22 (acceptance evidence, versioning, clickwrap + emailed copy) · QS Q20 (billing reality: manual provider, Stripe stub) · QS Q21 (Luxembourg context, VAT open) · QS Q13/Q17/Q18/Q24/Q25 · QS Q11 (seat concept gap) · QS Q14 (what search does) · ECON §5.1–5.3 (meter law, no-surprise-bills, uncapped wording) · CONN §0.3 (D109 fail-closed ZDR processing; import consent copy) · CONN §11.1 (evidence line) · MCP (three rings of consent; untrusted-content wall) · LEDGER T004/T024/T032/SAAS-CHECK rows as cited inline.