LAST UPDATED ON 01/03/2024
This Terms of Service Agreeemnt (this "Agreement") is a legally binding contract between Tooltitude LLC, a Limited Liability Company organized under the laws of the State of Delaware ("Provider") and an individual end user ("You", "Your", "User"). It applies to the https://www.tooltitude.com (the "Site"). You agree that when you use the site, you will do so subject to this Agreement. DO NOT ACCESS USE THE SITE IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON USER'S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS. BY USING THE SITE, YOU AGREE TO THIS AGREEMENT.
You represent and warrant that You are 18 years old or older, and You recognize and agree that You must be 18 years old or older to use the Site.
Provider hereby grants User a nonexclusive license to use the Site during the Term, provided User complies with the restrictions set forth in Section 2.2 below.
2.2 Restrictions on Site Rights
User receives no title to or ownership of any copy or of the Site itself. Furthermore, User receives no rights to the Site other than those specifically granted in Section 2.1 above. Without limiting the generality of the foregoing, User shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Site; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Site's source code; (c) engage in web scraping or data scraping on or related to the SaaS, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; (d) use the Site contrary to the law.
3.2 De-Identified Data
Provider may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other users. ("De-Identified Data" refers to Your Data with the following removed: information that identifies or could reasonably be used to identify You, an individual person, or a household.)
4 IP & Feeback
4.1 IP Rights in the Site
Provider retains all right, title, and interest in and to the Site, except to the extent of the limited licenses specifically set forth in Sections 2.1 (Licenses). User recognizes that the Site and its components are protected by copyright and other laws.
User hereby grants Provider a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) User communicates to Provider during the Term, without compensation, without any obligation to report on such use, and without any other restriction. Provider's rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses. Feedback will not be considered User's Confidential Information. ("Feedback" refers to any suggestion or idea for modifying any of Provider's products or services, including without limitation all intellectual property rights in any such suggestion or idea.)
5 Term & Termination
Term. The term of this Agreement (the "Term") will commence on the Effective Date and continue until terminated by the Provider.
Provider may terminate this Agreement by notifying You in writing, including without limitation via notification on the Site.
5.3.Effects of Termination
Effects of Termination.Upon termination of this Agreement, You shall cease all use of the Site.The following provisions will survive termination of this Agreement: Articles 4(IP & Feedback), 6(Disclaimers), 7(Limitation of Liability), and 8(Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.
6.1 Warranty Disclaimers
YOU AGREE THAT YOU ACCEPT THE SITE "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SITE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR DATA WILL REMAIN PRIVATE OR SECURE; AND(d) PROVIDER DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE SITE OR OTHER THIRD PARTIES.
6.2 Third Party Sites and Content
You understand that the Site may contain or send You links to third party websites, applications or features not owned or controlled by Provider("Third Party Sites"), and that links to Third Party Sites may also appear in Content available to You through the Site. The Site may also enable interaction between the Site and a Third Party Site through applications that connect the Site with a Third Party Site. Through Third Party Sites You may be able to access Content from third parties that Provider does not control and / or share Your Content with others. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND PROVIDER WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND / OR THIRD PARTY CONTENT.
7 Limitations of Liability
7.1 Dollar Cap
PROVIDER'S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $7.00.
7.2 Excluded Damages
IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7.3 Clarifications & Disclaimers
THE LIABILITIES LIMITED BY THIS ARTICLE 7 APPLY TO THE BENEFIT OF PROVIDER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND(d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.You acknowledge and agree that Provider has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this ARTICLE 7 and elsewhere in this Agreement and that such terms form an essential basis of the bargain between the parties.If applicable law limits the application of the provisions of this ARTICLE 7, Provider's liability will be limited to the maximum extent permissible.
8.1 Independent Contractors
The parties are independent contractors.Neither party is the agent of the other, and neither may make commitments on the other's behalf.
8.2 Assignment & Successors
You may not assign this Agreement or any of Your rights or obligations under this Agreement without Provider's express written consent.Except to the extent forbidden in this Section 8.2, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
8.4 No Waiver
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
8.5 Choice of Law & Jurisdiction
This Agreement will be governed solely by the internal laws of the State of Delaware, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or(c) other international laws.The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Dover, Delaware.This Subsection 8.5 and Subsection 8.11 below(Dispute Resolution) govern all claims arising out of or related to this Agreement, including without limitation tort claims.
8.6 Force Majeure
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party's reasonable control.
8.7 Technology Export
User shall not: (a) permit any third party to access or use the Site in violation of any U.S.law or regulation; or(b) export the Site or otherwise remove it from the United States except in compliance with all applicable U.S.laws and regulations.Without limiting the generality of the foregoing, User shall not permit any third party to access or use the Site in, or export it to, a country subject to a United States embargo.
8.8 Entire Agreement
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.Neither party has relied upon any such prior or contemporaneous communications.
Provider may amend this Agreement from time to time by posting an amended version at its website.Your continued use of the Site following the effective date of an amendment will confirm Your consent to the Amendment.This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
8.10 Dispute Resolution
Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the Site, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in Dover, DE.The arbitration will be conducted by the American Arbitration Association under its Commercial Arbitration Rules, or as otherwise mutually agreed by You and Provider.Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.Claims must be brought within the statute of limitations or other time required by applicable law.You agree that You shall bring any claim, action or proceeding arising out of or related to the Agreement in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND PROVIDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM, INCLUDING WITHOUT LIMITATION CLASS - WIDE ARBITRATION AND PRIVATE ATTORNEY - GENERAL ACTIONS