Listoria Terms of Service and End User License Agreement (EULA)

1. Agreement to these terms

These Terms of Service and End User License Agreement (together, the "Terms") are a legal agreement between you (and, if you use Listoria for an organization, that organization) and the Provider. By creating an account, installing, or using Listoria, you agree to these Terms and to the Privacy Policy. If you do not agree, do not use the app.

Listoria is currently in beta / internal testing. Beta software may be incomplete, may change, and may contain errors. See Section 6.

2. License grant

Subject to these Terms, the Provider grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use Listoria on devices you own or control, solely for your internal business inventory-management purposes.

This is a license to use the app. It is not a sale of the app or of any rights in it.

3. Acceptable use

You agree to use Listoria only for its intended purpose - managing business inventory - and only in a lawful manner. You must not:

• use the app for any unlawful purpose, or to store unlawful content;
• enter personal data of other people (for example, supplier contacts) unless you have the legal right and any required consent or lawful basis to do so (see Section 5);
• attempt to access another business's (tenant's) data, or any data you are not authorized to see;
• reverse engineer, decompile, or disassemble the app, except to the extent this restriction is prohibited by applicable law;
• copy, resell, rent, lease, or redistribute the app;
• interfere with, overload, or attempt to gain unauthorized access to the app or its servers;
• remove or alter any proprietary notices;
• use the app to build a competing product.

4. Accounts

• You must provide accurate registration information and keep it current.
• You are responsible for keeping your password and account secure, and for all activity under your account. Do not share your credentials.
• Within a business, an admin can assign roles (admin / location_manager / staff) that determine what each user can see and do. Admins are responsible for who they invite and what role they grant.
• Tell us promptly at [email protected] if you believe your account has been compromised.

5. Your data and your responsibilities

Your business data is yours. As between you and the Provider, you own the inventory, supplier, location, category, and stock-movement data you enter ("Your Data"). You grant the Provider a limited license to host, process, and back up Your Data only to provide the app to you and as described in the Privacy Policy.

You are responsible for:

• the accuracy of Your Data (the app records what you tell it; it does not verify your stock);
• having the legal right to enter any third-party personal data (for example, a supplier contact's name and phone number). Where Your Data contains other people's personal information, you are the controller of that information under the Data Privacy Act (RA 10173) and the Provider acts as your processor. You must have a lawful basis and provide any notices those people are entitled to. See the Privacy Policy;
• keeping your own backups where the data matters to you. While the app is offline-first and syncs to the server, you should not treat the app as your only copy of critical records.

6. Service availability, beta status, and offline sync (no guarantees)

• Listoria is provided on an "as is" and "as available" basis. During beta, we make no uptime or availability guarantee and may change, suspend, or discontinue features at any time.
• Listoria is offline-first: it works on your device without a connection, and sync to the server is best-effort. Sync depends on connectivity and on the server being available. We do not guarantee that every change syncs instantly, or that conflicting offline edits across devices will always resolve the way you expect. The app uses defined conflict-resolution rules (for example, last-write-wins using the server's received time), which may not match your intent in every case.
• We do not warrant that the app will be error-free, uninterrupted, or that defects will be corrected.

7. Intellectual property

• The app itself - including Listoria and the Resserra platform, their software, source code, design, look and feel, names, logos, and all related intellectual property - is owned by the Provider (or its licensors) and is protected by Philippine and international IP law (including the IP Code, RA 8293). The license in Section 2 does not transfer any ownership to you.
• Your Data remains yours (Section 5).
• Feedback you send us (suggestions, ideas) may be used by us to improve the app without obligation to you.

8. Fees

Listoria is currently provided free of charge during beta. If we introduce paid plans, we will present the price and terms before you are charged, and the Philippine Consumer Act (RA 7394) and DTI rules on consumer transactions may then apply to those paid services.

9. Limitation of liability (read together with Philippine law)

To the maximum extent permitted by Philippine law:

• the app is provided without warranties of any kind, express or implied, to the extent the law allows their exclusion;
• the Provider will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business, arising from or related to your use of (or inability to use) the app;

Important limit under Philippine law: Under the Philippine Civil Code, a party generally cannot validly waive or limit liability for its own fraud (bad faith) or gross negligence (see, e.g., Civil Code provisions on waiver of future fraud - Article 1171, and void waivers - Article 1409). The limitations above are therefore subject to that rule and do not apply to liability that cannot be excluded by law, including liability for the Provider's own fraud, bad faith, or gross negligence.

10. Indemnity

You agree to indemnify and hold the Provider harmless from third-party claims, losses, and reasonable expenses arising from: (a) your misuse of the app; (b) your violation of these Terms or of law; or (c) Your Data, including any third-party personal data you entered without the legal right to do so. This does not apply to the extent a claim results from the Provider's own fraud, bad faith, or gross negligence, or to anything that cannot be indemnified under Philippine law.

11. Consumer protection note

If and when Listoria is offered as a paid product to consumers/businesses in the Philippines, the Consumer Act of the Philippines (RA 7394) and DTI regulations may give users rights that cannot be waived by these Terms (for example, around deceptive or defective services). Nothing in these Terms removes rights you have under mandatory Philippine consumer-protection law.

12. Termination

• By you: stop using the app and delete your account at any time (see the Privacy Policy and the in-app account-deletion option, once available).
• By us: we may suspend or terminate your access if you breach these Terms, if required by law, or if we discontinue the app. Where reasonable, we will give notice.
• On termination, the license in Section 2 ends and you must stop using the app. Sections that by their nature should survive (e.g. IP, limitation of liability, indemnity, governing law) survive termination.
• We will handle your data on termination as described in the Privacy Policy (deletion timeline and exceptions).

13. Changes to these Terms

We may update these Terms. If we make material changes, we will update the "Last updated" date and, where appropriate, notify you in the app or by email. If you continue to use the app after changes take effect, you accept the updated Terms. If you do not agree, stop using the app and delete your account.

14. Governing law and venue

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the proper courts of Cavite, Philippines, to the extent permitted by law. Mandatory consumer-protection rules that give a consumer the right to sue elsewhere are not affected.

15. Miscellaneous

• Entire agreement: these Terms and the Privacy Policy are the entire agreement between you and the Provider about the app, and supersede prior discussions.
• Severability: if any provision is held invalid, the rest stays in effect.
• No waiver: failure to enforce a provision is not a waiver of it.
• Assignment: you may not assign these Terms; the Provider may assign them in connection with a business transfer, with notice.
• Electronic agreement: under the Philippine E-Commerce Act (RA 8792), your electronic acceptance of these Terms (for example, by tapping "I agree" or by using the app) is valid and enforceable.

16. Contact

Questions about these Terms: [email protected]