Parties. This Terms of Service ("Agreement") is entered into by and between Daniel Ospina (d/b/a Premise Labs), an individual resident in Mexico operating under the assumed business name "Premise Labs" ("Premise Labs", "we", "us", or "our"), and the individual or entity that accepts this Agreement ("Customer", "you"). Premise Labs is not a registered legal entity; this Agreement is made with Daniel Ospina in his individual capacity.
Contact. To ask a question, send a notice, or make a request under this Agreement, email hello@premiselabs.co.
Acceptance. By creating an account, using the Service, or otherwise accepting this Agreement, you agree to be bound by its terms. If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization.
1. Definitions
Capitalized terms used in this Agreement have the meanings below.
1.1 "Agreement" means this Terms of Service, together with the documents incorporated by reference (including the Privacy Policy and, where executed, the DPA).
1.2 "API" means the application programming interface made available as part of the Service.
1.3 "API Key" means the secret credential issued to you for accessing the Service through the API.
1.4 "Customer", "you", or "your" means the individual or entity that accepts this Agreement.
1.5 "Customer Content" means all content, data, and materials submitted to or processed by the Service by or on your behalf, excluding Usage Data.
1.6 "Documentation" means the user documentation for the Service published by us, including documentation available on the Service website.
1.7 "DPA" means the Data Processing Agreement made available by us, at /dpa.
1.8 "Free Tier" means the no-fee tier of the Service described in Section 5.4.
1.9 "Paid Plans" means the fee-based tiers of the Service described on the Pricing Page.
1.10 "Personal Data" means information relating to an identified or identifiable natural person, as defined under applicable privacy law.
1.11 "Pricing Page" means the pricing information for the Service published on the Service website (currently at tortoise.premiselabs.co), as updated from time to time.
1.12 "Privacy Policy" means the privacy policy for the Service, available at /privacy.
1.13 "Service" means the hosted Tortoise service operated by us, including the web application, the API, and any related software made available as part of the service at tortoise.premiselabs.co (or a successor URL).
1.14 "Sensitive Personal Information" means Personal Data that receives heightened protection under applicable law, including special-category data under Article 9 of the GDPR, health information, biometric data, and other categories designated as sensitive under applicable law.
1.15 "Usage Data" means data about how the Service is accessed and used, including logs, request metadata, performance metrics, and aggregated or de-identified data derived from Customer Content.
1.16 "we", "us", or "our" means Daniel Ospina (d/b/a Premise Labs).
2. License Grant and API Keys
2.1 License Grant. Subject to this Agreement and payment of any applicable fees, we grant you a non-exclusive, non-transferable, limited right to access and use the Service during the term of this Agreement, for your internal business purposes, in accordance with the Documentation and this Agreement. This license does not include any right to use the Service to provide a hosted or managed service to third parties (see Section 15.3).
2.2 Accounts and API Keys. Access to the Service requires an account, and access through the API requires API keys. You are responsible for all activity that occurs under your account and API keys, and for maintaining the confidentiality of your credentials. You will promptly notify us if you suspect unauthorized use of your account or API keys. We may revoke API keys or suspend access if we reasonably believe credentials have been compromised or are being misused.
2.3 Support. Support for the Service is provided as described in the Documentation. Nothing in this Agreement commits us to specific support response times or service levels.
2.4 Feedback. If you provide suggestions, feedback, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use and incorporate the Feedback to improve the Service and the Documentation. This license does not include any right to use Feedback to train AI models.
3. Acceptable Use and Restrictions
3.1 Compliance with Laws. You will comply with all applicable laws and regulations in your use of the Service.
3.2 Restrictions. You will not, and will not permit any third party to:
- (a) reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent expressly permitted by applicable law notwithstanding this restriction;
- (b) copy, modify, or create derivative works of the Service, except as expressly permitted by the Documentation;
- (c) use the Service to develop, train, or offer a product or service that competes with the Service or with Tortoise, including any offering of Tortoise or a substantially similar product to third parties as a hosted or managed service;
- (d) benchmark or test the Service for the purpose of developing or promoting a competing product or service, or publish the results of any benchmark of the Service;
- (e) resell, sublicense, or make the Service available to third parties, except as expressly permitted by this Agreement;
- (f) circumvent or attempt to circumvent usage limits, rate limits, or other restrictions of the Service;
- (g) interfere with or disrupt the Service, or other customers' use of the Service;
- (h) use automated means to access or extract data from the Service other than through the API as authorized;
- (i) store or transmit malicious code, or use the Service to engage in unlawful activity;
- (j) attempt to gain unauthorized access to the Service, other accounts, or related systems or networks; or
- (k) remove or alter any proprietary or license notices on or in the Service.
3.3 Prohibited Data. You will not submit Sensitive Personal Information to the Service, including personal data concerning health, biometrics, genetics, or other categories designated as sensitive or special-category personal data under applicable law (such as Article 9 of the GDPR), except as expressly authorized in writing by us in advance. We expect users not to place sensitive data in the service.
4. Customer Content and Usage Data
4.1 Customer Content. You retain all right, title, and interest in and to Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to host, store, transmit, and process Customer Content solely to provide, operate, and secure the Service for you and to fulfill our obligations under this Agreement. For the avoidance of doubt, the license in this section does not include any right to use Customer Content to train AI models (see Section 13).
4.2 Usage Data. We may generate Usage Data in connection with your use of the Service. Usage Data is owned by us. Usage Data may be used to operate, maintain, secure, and improve the Service and the Documentation. Where Usage Data is derived from Customer Content, it is aggregated or de-identified so that it cannot reasonably identify you or any natural person. For the avoidance of doubt, Usage Data is not used to train AI models (see Section 13).
5. Fees and Billing
5.1 Fees. We may charge fees for the Service based on a combination of subscription, usage-based (metered), and/or per-seat pricing, as defined by the pricing tiers published on the Pricing Page. The fee structure that applies to you depends on the tier you select and is described on the Pricing Page.
5.2 Price Changes. We may change the fees for the Service from time to time. We will give you at least 30 days' notice before a price change takes effect, and the change will take effect at the start of the next renewal term rather than mid-term. Continued use of the Service after the notice period constitutes acceptance of the changed pricing. If you do not accept a price change, you may stop using the Service and close your account before the change takes effect.
5.3 Payment. Paid plans may require a payment method. You are responsible for paying all fees for the Paid Plan you select when they are due, and for any taxes applicable to your use of the Service (excluding taxes on our income). All fees are non-refundable except as required by law. If fees are not paid when due, we may suspend access to the Service as described in Section 7.
5.4 Free Tier. The Free Tier is subject to published limits — 10,000 write operations per month, one (1) graph, one (1) collaborator, and two (2) API keys — and requires no payment method. We may change or discontinue the Free Tier in accordance with Section 15.6.1.
6. Intellectual Property and Trademarks
6.1 Ownership. As between you and us, we and our licensors own all right, title, and interest in and to the Service, the Documentation, the API, and all related intellectual property, including all modifications and derivative works. The Service is licensed, not sold. Nothing in this Agreement transfers ownership of any intellectual property to you, and all rights not expressly granted are reserved.
6.2 Customer Content. As between you and us, you own all right, title, and interest in and to Customer Content, subject to the licenses granted in this Agreement.
6.3 Trademarks. The "Tortoise" name and logo are reserved to Premise Labs and may not be used in connection with any product or service other than the Service, or in any manner that is likely to cause confusion, without our prior written permission.
6.4 Source Availability. The software underlying the Service is also made available for self-hosting under the Business Source License 1.1, as described in Section 15.3. This Agreement does not grant you any rights in the self-hosted software; self-hosted use is governed by that license.
7. Suspension and Termination
7.1 Term. This Agreement begins when you accept it and continues while you maintain an account or an active subscription for the Service, unless terminated earlier in accordance with this section.
7.2 Suspension. We may suspend your access to the Service, in whole or in part, if: (a) you breach this Agreement; (b) your use of the Service poses a security risk to the Service, to us, or to other customers; or (c) fees are not paid when due. Where practicable, we will provide notice before suspending access. Suspension does not relieve you of any payment obligations.
7.3 Termination. (a) Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice. (b) We may terminate this Agreement immediately if you breach Section 3 (Acceptable Use and Restrictions), if fees remain unpaid after notice, or if your use of the Service threatens the security or integrity of the Service. (c) You may terminate this Agreement at any time by closing your account and ceasing use of the Service. (d) Termination by you does not entitle you to a refund of prepaid fees, except as required by law.
7.4 Effect of Termination and Survival. Upon termination, your right to access and use the Service ends immediately. Customer Content is deleted within a reasonable time after termination, except where retention is required by law or as described in the Privacy Policy. The following provisions survive termination: Sections 4 (Customer Content and Usage Data), 5 (Fees and Billing, for fees accrued before termination), 6 (Intellectual Property and Trademarks), 8 (Confidentiality), 9 (Indemnification), 10 (Warranties and Disclaimer), 11 (Limitation of Liability), 12 (Governing Law and Venue), 13 (No AI Training), 14 (No Data Sale), and this Section 7.4.
8. Confidentiality
8.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential at the time of disclosure or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Content is the Customer's Confidential Information. API keys are confidential credentials under this section.
8.2 Obligations. Each party will (a) use the other party's Confidential Information only to perform this Agreement, and (b) protect the other party's Confidential Information from unauthorized use and disclosure using at least the same degree of care it uses for its own Confidential Information, and no less than reasonable care.
8.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party before disclosure without an obligation of confidentiality, is independently developed by the receiving party, or is rightfully received from a third party without an obligation of confidentiality.
8.4 Required Disclosure. A party may disclose Confidential Information if required by law, regulation, or court order, provided that, where permitted by law, it gives the disclosing party prompt notice and limits the disclosure to the required extent.
8.5 Return or Destruction. On termination of this Agreement, each party will, upon request, return or destroy the other party's Confidential Information, except where retention is required by law.
9. Indemnification
9.1 Indemnification by Customer. You will defend, indemnify, and hold harmless Daniel Ospina (d/b/a Premise Labs) from and against any third-party claim, demand, or action arising out of or related to: (a) Customer Content; (b) your use of the Service; (c) your violation of this Agreement or applicable law; or (d) your violation of the rights of any third party, including intellectual-property or privacy rights. You will pay any resulting damages, costs, and reasonable attorneys' fees.
9.2 Indemnification by Premise Labs. We will defend, indemnify, and hold you harmless from third-party claims alleging that the Service, as provided under this Agreement, infringes a third party's intellectual-property rights, and will pay resulting damages and reasonable attorneys' fees, provided that: (a) the claim does not arise from your modification of the Service, your combination of the Service with other products or services, or your use of the Service in violation of this Agreement; and (b) you notify us promptly in writing, allow us to control the defense and any settlement, and provide reasonable cooperation.
9.3 Remedy. If the Service is or may become subject to an infringement claim, we may, at our option: (a) procure the right for you to continue using the Service; (b) modify the Service so that it is non-infringing; or (c) terminate this Agreement and refund any prepaid fees for the unused portion of the current term.
10. Warranties and Disclaimer
10.1 Mutual Representations. Each party represents and warrants that: (a) it has the legal authority and capacity to enter into and perform this Agreement; and (b) it will comply with all applicable laws in performing its obligations under this Agreement.
10.2 Disclaimer of Warranties. The Service is provided "as is" and "as available", without warranty of any kind, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or free of defects, or that any results obtained from your use of the Service will be accurate or reliable. Your use of the Service is at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so this disclaimer may not apply to you in its entirety.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or exemplary damages, or for any lost profits, lost revenue, lost or corrupted data, or costs of substitute products or services, arising out of or related to this Agreement or the Service, even if advised of the possibility of such damages.
11.2 Cap on Aggregate Liability. To the maximum extent permitted by law, each party's aggregate liability arising out of or related to this Agreement will not exceed: (a) for customers using the Free Tier, a flat cap of US $100; and (b) for customers using Paid Plans, the fees paid in the twelve (12) months prior to the event giving rise to liability.
11.3 Carve-Outs. Nothing in this section limits either party's liability to the extent it cannot be limited under applicable law. For the avoidance of doubt, statutory/GDPR liability, fraud, and willful misconduct are not capped by this limitation of liability section.
12. Governing Law and Venue
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any dispute arising out of or related to this Agreement, and each party waives any objection based on improper venue or inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
13. No AI Training
To be clear, we do not use your content or usage data to train AI models. This commitment is unconditional, applies to all tiers of the Service (including the Free Tier and all Paid Plans), and covers training for our own AI models and any third-party AI models. Customer Content and Usage Data are used solely for the purposes stated in Sections 4 and 15.1 and are never used to train AI models. This section survives termination of this Agreement and may be modified only by a written amendment signed by both parties.
14. No Data Sale
14.1 For clarity, we do not sell your personal information. We do not sell personal information in exchange for money or anything of value, and we do not share personal information for cross-context behavioral advertising in a manner that constitutes a "sale" or "sharing" under the California Consumer Privacy Act (CCPA) or the California Privacy Rights Act (CPRA).
14.2 For clarity, we share limited data with advertising/analytics providers as disclosed in the Privacy Policy. Any such sharing is limited to the data described in the Privacy Policy and is subject to the consent and opt-out rights described there.
14.3 The Privacy Policy describes the categories of personal information collected and how to exercise your privacy rights, including rights under the GDPR and the CCPA/CPRA.
15. Privacy, Data Protection, and General Terms
15.1 Minimal Collection of Personal Information. In short, we do not intentionally collect sensitive personal information through the Service. The Service is designed to collect only the account information, usage data, and analytics data described in the Privacy Policy. If you submit Sensitive Personal Information to the Service, you do so in violation of Section 3.3, and you are solely responsible for that submission. Personal information is handled as described in the Privacy Policy, available at /privacy, which is incorporated into this Agreement by reference.
15.2 Data Processing Agreement. The Data Processing Agreement set out at /dpa governs processor relationships described in the Privacy Policy and takes effect when personal data is submitted to the Service.
15.3 License Boundary. Tortoise is a source-available project. The self-hosted version of Tortoise is licensed under the Business Source License 1.1 (BUSL-1.1), which is not an open-source license. Under the BUSL-1.1 Additional Use Grant, your organization may make production use of the self-hosted version for its own internal purposes if your organization's total annual revenue does not exceed US $5M (or the equivalent in other currencies) in the most recent twelve-month period. Use above that threshold, or any offering of Tortoise (or a substantially similar product) to third parties as a hosted or managed service, requires a separate commercial license. Four years after each version of Tortoise is published, that version is made available under the Mozilla Public License 2.0 (MPL 2.0). The complete license text is available at https://github.com/daniel-ospina/tortoise/blob/main/LICENSE. This hosted Service is a separate commercial product that is excluded from the BUSL-1.1 grant and is governed by this Agreement; a free tier of the Service is available. For information about commercial licensing, email hello@premiselabs.co.
15.4 Eligibility (18+).18+ The Service is intended for adult, business use. To use the Service, you must be at least 18 years old.
15.5 Notices and Contact. To ask a question, send a notice, or make a request under this Agreement or the Privacy Policy, email hello@premiselabs.co. Notices from us to you may be provided by posting on the Service or by email to the address associated with your account.
15.6 General Provisions.
15.6.1 Amendments and Material Changes. We may update this Agreement from time to time. We will notify you of material changes by posting the revised Agreement on this page and, where practicable, by notifying you through the Service or by email to the address associated with your account, at least 30 days before the change takes effect. Changes take effect on the date stated in the notice. Continued use of the Service after a change takes effect constitutes acceptance of the revised Agreement; if you do not agree to a change, you may close your account before it takes effect.
15.6.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that we may assign this Agreement without consent to an acquirer of all or substantially all of our business or assets. This Agreement binds and inures to the benefit of the parties' permitted successors and assigns.
15.6.3 Force Majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, power failures, and internet or telecommunications disruptions.
15.6.4 Waiver. A waiver of any provision of this Agreement is effective only in writing and signed by the waiving party, and is not a waiver of any other provision or of any later breach.
15.6.5 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
15.6.6 Entire Agreement. This Agreement, together with the Privacy Policy and, where executed, the DPA, is the entire agreement between the parties concerning the Service and supersedes all prior agreements and understandings. This Agreement does not create any agency, partnership, or joint venture between the parties. Except as expressly provided, this Agreement does not create any rights for third parties.
15.7 Effective Date and Revisions. This Agreement is effective as of the effective date stated above. We may revise this Agreement as described in Section 15.6.1. The revision history below records changes to this Agreement.