Terms of Service

1. Description of the Service and Site.

1. 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”).
2. 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.

2. Ability to Accept Terms. If you access and use the Service, you represent and warrant that you are at least 18 years old. The Site is only intended for individuals aged thirteen (13) years or older. If you are under 13 years please do not visit, access or use the Site. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them. You may not access and use the Service if you are, and you represent and warrant that you are not, a competitor of Torii.

3. Subscription to the Service. Subject to your compliance with these Terms, Toriihereby grants you, and you accept, a perpetual, non-exclusive, non-transferable, non-sublicensable, and fully revocable subscription (“Subscription”) to access and use the Service.

4. Using the Service. Torii provides the following service funcionalities as a part of the Service. Torii may add other functionalities and/or modify some of the functionalities at its own discretion and without further notice, however, any material changes in the functionality of the Service shall be brought to your attention by sending you an email, and/or by some other means.

5. Mapped Users.A user that we have mapped or are mapping its use and interaction with your organization's apps as part of the Service is deemed a mapped user (“Mapped User”). Mapped Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with which you transact business.

6. Site Access. We hereby grant you permission to visit and use the Site for your information and personal use only, subject to these Terms and your compliance with applicable law.

7. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow a Mapped User or any third party to:(i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Site to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Site or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Site; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Site, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Site, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Service or Site for any purpose; (vi) take any action that imposes or may impose (at Torii's sole discretion) an unreasonable or disproportionately large load on the Torii infrastructure which supports the Site or Service; (vii) interfere or attempt to interfere with the integrity or proper working of the Service or Site, or any related activities; (viii) remove, deface, obscure, or alter Torii's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Site, or use or display logos of the Service or Site without Torii’s prior written approval; (ix) use Torii’s Marks without our prior written consent; (x) use the Service or Site to develop a competing service or product; (xi) use the Service or Site to send unsolicited or unauthorized commercial communications; and/or (xii) use the Service or Site in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party. Without derogating from the above, you agree to remain liable to Torii for any act or omission of a Mapped User that would constitute a breach of these Terms if such acts or omissions were by you.

8. Mapped Users' Consent. You hereby warrant that you shall obtain all necessary consent under any applicable law from each Mapped User to permit such Mapped User's access and use the Service and you agree to indemnify and hold Torii and its officers, directors, employees, licensors, assigns, partners and agents harmless, and expressly release us, from any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to legal and accounting fees) arising from a claim from any Mapped User as a result of your non-compliance with this Section ‎8.

9. Account. In order to use the Service, you may be required to create an account (“Account”). In creating your Account, you acknowledge and agree: (i) to provide accurate and complete Account and login information, including but not limited to, your Account Credentials (defined below); (ii) to keep, and ensure that, all Account login details and passwords are secured at all times; and (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and (iv) to promptly notify Torii in writing if you become aware of any unauthorized access or use of your Account or the Service. You further represent and warrant that in creating your Account: (i) you do not reside in any proscribed state nor in any state that is embargoed by the United States department of commerce or any applicable law; (ii) you are solvent and have not filed for bankruptcy, liquidation, debt arrangement or otherwise lost your ability into entering into agreements such as these Terms; and (iii) you were not previously blocked by Torii from having an Account or otherwise using the Service.

10. License to Account Credentials. When creating an Account you will be requested to provide your financial institution credentials, your financial institutions’ name and your credit and/or debit card names (“Account Credentials”). You hereby grant us and/or the Third Party Service Providers a royalty free, worldwide, non-exclusive license to use, modify, display, distribute and create new material using such Account Credentials to provide the Service to you. You represent and warrant that you own, or have obtained the rights to provide, the Account Credentials and the license granted in these Terms to use such Account Credentials as stated in Section ‎10 above.

11. Intellectual Property Rights.

1. 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.
2. 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.

12. Privacy Policy. You acknowledge and agree that we will use any personal information that we may collect or obtain in connection with the Site and/or the Service in accordance with our Privacy Policy available at www.toriihq.com/privacy (“Privacy Policy”).

13. Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to you or your Mapped Users' use of the Service and/or Site, and disclose it to provide, improve and publicize our products and services and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. Torii owns all Anonymous Information collected or obtained by Torii.

14. Third Party Service Providers. In order to offer certain features or services within the Service, Torii engages with certain third parties (“Third Party Providers”) that provide us financial account aggregation services. We will transfer to the Third Party Service Providers your Account Credentials and such Third Party Providers shall store the Account Credentials on its servers in accordance with their security and privacy practices in order to provide the services.

15. Term and Termination. These Terms will continue to apply to you until terminated by either you or Torii. You may terminate your subscription to the Service by cancelling your Account through the tools that we make available within the Service or by sending a cancellation request to us at hello@toriihq.com, in which case we will use commercially reasonable efforts to respond within a reasonable time. We may terminate your subscription (and cease to provide the Service to you) at any time, including without limitation in the event that you breach these Terms.

16. Objection. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site or Service in any way, your only recourse is to immediately discontinue use of the Site or Service (and cancel your subscription).

17. Effect of Termination of Service. Upon termination of your subscription to the Service, your Account and all licenses granted by Torii under this Agreement with respect to the Service shall be terminated. We shall not be liable to you or any third party for termination of your use of or access to the Site or Service, or any portion thereof. This Section ‎17 and Sections ‎7 (Restrictions), ‎11 (Intellectual Property Rights), ‎12 (Privacy Policy), ‎13 (Anonymous Data), 21 (Warranty Disclaimer), ‎‎22 (Limitation of Liability), ‎23 (Indemnification), ‎24 (Disclosure), ‎30 (Governing Law and Disputes) and ‎29 (General), as well as any other provision which is intended to survive termination of the Terms or your subscription to the Service, shall survive termination of these Terms and your subscription to the Service.

18. Suspension. If we believe, in our sole discretion, that you are using the Service in a manner that may cause harm to us or any third party, or in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your Account or your access to and use of the Service, or parts thereof.

19. Fees.

1. 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”).
2. 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.

20. Payment Processing. You agree to promptly notify us of any changes to your billing information. You may pay for the Fees either by credit card or by wire transfer. If you are invoiced for the Service, all amounts are payable net 30 EOM, from the date of the invoice. In case you pay with credit card, you hereby authorize us to charge your credit card on a recurring basis for all applicable fees and to store your credit card information on our servers and/or on third parties’ payment processing providers servers. Your payment may be processed through a third party payment processing service, and additional terms may apply to such payments. We currently engage a third party, for online payment processing services, and in addition to these Terms, you agree that such third party terms and conditions shall apply to your online payments of the Fees. We reserve the right to use other third party payment processing services for such purposes in the future.

21. Warranty Disclaimer.

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

22. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:

1. 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.
2. 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.
3. 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).
4. 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.
1. 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.
2. 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.
3. Links.
   1. The Site or Service may contain links to third party websites that are not owned or controlled by Torii. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release us from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
   2. 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.
4. 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.
5. Third Party Advertisements. Torii’s Services may contain advertisements made by third parties. Torii is not affiliated to, nor it endorses, these ads. Torii is not responsible for the privacy practices or the content of such third parties. Accordingly, Torii encourage you to read the terms and conditions and privacy policy of each such third party that you choose to use or interact with.
6. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Torii without restriction.
7. 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.
8. Governing Law and Disputes.
   1. 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.
   2. 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.
9. General. We reserve the right to discontinue or modify any aspect of the Site or Service at any time. These Terms and Privacy Policy, represent the complete agreement concerning the Service and the Site between you and Torii and supersede all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Torii, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Last updated: January 2018