Terms of Service
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE TORII SERVICE.
By accepting these terms of Service (the “Terms”), or accessing and using the Torii Service (defined below) or website, www.toriihq.com (“Site”, for clarity, the term “Site” includes all Content (defined below) on the Site, but excludes the Service, unless otherwise specified herein), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively, “you” or "your”), have read and understood and agree to comply with the terms and conditions below, and are entering into a binding legal agreement with Torii Labs Ltd. (“Torii”, “us”, “we” or “our”). If you are entering into these Terms on behalf of your employer or other legal entity, you represent and warrant that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. For clarity, the term “you” or “your” apply to any user of the Site and/or Service.
- Service. Torii's software management tool (the “Service”) is made available to you on a software as a service (SaaS) basis through a web portal on our Site and includes: (i) the non-downloadable software that you access via the Site; (ii) any other products, services, extensions and features made available or provided to you by Torii in connection with the Service; and (iii) the trademarks, service marks and logos (“Marks”), text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and contained in or made available through the Service (together with the Marks, “Content”).
- Site. The Site is intended to provide you with information about Torii and its products and services, to enable you to purchase a subscription to the Service, and provide subscribers to the Service with a web portal to access the Service.
- Site and Service. The Service and the Site, including all Content contained or displayed on the Site or Service, are the property of Torii and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Service and the Site (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related your usage of the Site and Service, and Torii's intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Torii (or its third party providers). “Torii”, the Torii logo, and other marks are Marks of Torii or its affiliates. All other trademarks, service marks, and logos used on the Site or Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Service, Site and the Content.
- Feedback. It is anticipated that you may provide suggestions, comments or other feedback to the Torii Service and/or the Site (“Feedback”). Feedback shall be deemed the sole property of Torii. Without derogating from the above, Torii will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees ﬁt, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and Your organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.
- Service Fees. In consideration for your use of the Service you shall pay fees based on the number of Mapped Users in your organization (the “Fees”).
- Payment Terms. The payments made to Torii shall be made on a recurring basis, and shall be changed in accordance to the number of Mapped Users in your organization. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle (monthly, annual or bi-annual) (the “Billing Cycle”) are based on the prevailing rate on the first date of such cycle according to the service selected. All Fees are stated, and shall be paid, in USD, are non-refundable (except in accordance with section 19.3 below) and are exclusive of all taxes, levies, or duties, which are your responsibility. If you are located in a jurisdiction which requires you to deduct or withhold taxes or other amounts from any amounts due to us, you must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding.
- The Site and the Service are provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Service and for the selection of the Service to achieve your intended results. TORII HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- TORII DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
- TORII OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SERVICE, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.
- TORII DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITE. YOUR USE OF AND RELIANCE UPON SERVICE OR SITE, OR CONTENT AND YOUR DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND TORII, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
- YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
- Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
- IN NO EVENT WILL, TORII ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
- IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TORII, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEED THE TOTAL AMOUNT PAID BY YOU (IF ANY) IN CONNECTION WITH THE APPLICABLE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
- THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 22 SHALL APPLY: (I) EVEN IF TORII, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
- NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
- Indemniﬁcation.You hereby agree to indemnify, defend and hold harmless Torii and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney's fees) or cost incurred as a result of (i) your use of or inability to use the Services; and (ii) your violation of these Terms, including any false representation.
- Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of Torii, its users or the public.
- We permit you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Torii or present any false information about us and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
- Government Use. If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Any such software is a "commercial item", "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the such software by the Government shall be governed solely by the terms of these Terms.
- Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Torii without restriction.
- Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
- Governing Law and Disputes.
- These Terms and any disputes between you and Torii shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.
- The exclusive jurisdiction and venue for all disputes between you and Torii shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Torii reserves the right to seek injunctive relief in any court in any jurisdiction.
Last updated: January 2018