This agreement and its terms ("Terms") cover the access to and the use of the Tolnedra, LLC. Services including the Tolnedra® platform, the Tolnedra Core™ (The underlying core proprietary technologies on which Tolnedra® was developed), and any additional features (Tolnedra® customizations) developed and integrated into Tolnedra® through Tolnedra, LLC.
Tolnedra, LLC. will be referred to as the “Service Provider” throughout this agreement.
The term “You” is used to refer to the users of the Services, the Customer who purchased the Services, and the Customer’s organization or company, or a subcontractor acting on the Customer’s behalf.
You accept these Terms by signing your Tolnedra® Service Customer Purchase Agreement, through your use of the Services, or by continuing to use the Services after being notified of a change to these Terms.
The customer shall be obligated to fulfill the duties laid down in this agreement, especially:
The Service Provider shall be obligated to provide the services laid down in this agreement for the agreed upon fee, in particular:
Many of the features in the Services allow you to store or share your content with others in your organization or receive material from others. We do not claim any ownership of your content, your content remains your content and you are responsible for it.
It describes the types of data we collect online from you and your devices, how we use your Data, and the legal bases we have to process your Data.
Privacy policies as specific to Services and this agreement are outlined below.
By accepting the terms of this agreement you are agreeing give consent to the Service Provider to collect and use your data as outlined below:
The Service Provider works to ensure continuity of your content through backups and disaster recovery plans.
As part of this effort Service Provider executes, monitors, and verifies daily backups of your content. Included in these backups is all of your content that is stored on the systems providing your Services.
The current standard storage and standard retention of backups is as follows:
The Customer should maintain copies of all content and media. Customer acknowledges that Service Provider’s environment is not a backup or archive mechanism.
When there's something we need to tell you about the Services you use, we'll send you Services notifications. If you gave us your email address or phone number in connection with your Services, we may send Services notifications to you via email or via SMS (text message), including verification of your identity, before registering your mobile phone number and verifying your purchases. We may also send you Services notifications by other means (for example by in-product messages). Data or messaging rates apply when receiving notifications via SMS.
Payment Terms are defined via the separate but subordinate Tolnedra® Service Customer Purchase Agreement.
We may change the price of the Services at any time and if you have a recurring purchase, we will notify you by email, or other reasonable manner at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
Unless accompanied by a separate Tolnedra LLC. Service Access Agreement any software provided by Service Provider or its affiliates to you as part of the Services is subject to these Terms.
Reservation of rights and except as expressly provided under these Terms, service provider does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Tolnedra, LLC., or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to the service provider any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to Tolnedra, LLC. without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires the service provider to license its software, technologies or documentation to any third party because Tolnedra, LLC. includes your Feedback in them.
The provisions of this Section, Reservation Of Rights, shall survive the expiration or termination of this Agreement.
The Service Provider and its affiliates are entitled to all intellectual property rights to the software (Tolnedra® and Tolnedra Core™ and Tolnedra® customizations) whose use is covered by this agreement. The customer does not acquire any rights to the software (Tolnedra® and Tolnedra Core™ and Tolnedra® customizations.) , the developments and the know-how of the service provider.The provisions of this Section, Intellectual Property, shall survive the expiration or termination of this Agreement.
For access and use of the Services, you are contracting with Tolnedra, LLC. with an address at PO BOX 506, Skippack, PA 19474 United States of America.
The laws of Montgomery County, Pennsylvania, United States of America shall govern all claims, regardless of conflict of laws and principles, except that the Federal Arbitration Act governs all provisions relating to arbitration. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Montgomery County. Pennsylvania, United States of America, for all disputes arising out of or relating to these Terms or use the Services that are heard in court (excluding arbitration and small claims court).
The provisions of this Section, Applicable Law, shall survive the expiration or termination of this Agreement.
This agreement describes certain legal rights. You may have other rights under the laws of your state or country. This agreement doesn't change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
Tolnedra, LLC., AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR ACCESS AND USE OF THE SERVICES. YOU UNDERSTAND THAT ACCESS AND USE OF THE SERVICES IS AT YOUR RISK AND THAT WE PROVIDE THE SERVICES ON A BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICE. Tolnedra, LLC., DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
The provisions of this Section, Disclaimer of Warranties, shall survive the expiration or termination of this Agreement.
If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from Tolnedra, LLC. or any of its affiliates, its resellers, its distributors, Third-party Apps, its services providers and its vendors, direct damages up to an amount equal to your Services fee for the month during which the loss or breach occurred. You cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the software and systems related to the Services.
These limitations apply even if the Service Provider, or any of its affiliates, its resellers, its distributors, Third-party Apps, its service providers and/or its vendors knew or should have known about the possibility of the damages.
The provisions of this Section, Limitation of Liability, shall survive the expiration or termination of this Agreement.
The Service Provider is released from the obligation to perform the Services stipulated in this agreement if and to the extent that failure to provide the Services is due to the occurrence of circumstances of an act of God. Examples of acts of God are war, strikes, riots, expropriations, natural disasters and other circumstances for which the Service Provider is not responsible. If an act of God occurs, the agreement partners shall inform each other immediately and in writing.
The provisions of this Section, Force Majeure, shall survive the expiration or termination of this Agreement.
The Service Provider hopes we never have a dispute, but if we do, the Customer and the Service Provider agree to try for 60 days to resolve it informally. If we can't, the Customer and the Service Provider agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator's decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed. Nor is combining individual proceedings without the consent of all parties. "We," "our," and "us" includes Service Provider and all of its affiliates.
The provisions of this Section, Binding Arbitration and Class Action Waiver, shall survive the expiration or termination of this Agreement.
The Platform and its features are copyright Tolnedra, LLC and/or its suppliers, PO BOX 506, Skippack, PA 19474, USA. All rights reserved
Tolnedra and Tolnedra® are trademarks of Tolnedra, LLC.
The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in these Terms are reserved.
The application may be subject to United States or international technology control or export laws and you must comply with all domestic and international export laws and regulations that apply to the technology used or supported by the application. These laws include restrictions on destinations, end users, and end use.
The effective period of your right to access and of use the Services is defined in a separate agreement, Tolnedra® Service Customer Purchase Agreement.
You may cancel your Services at any time, with or without cause.
Cancelling paid Services stops future charges to renew the Service. To cancel the Services a customer must provide 30 days written notice. The Service Provider is not obligated to reimburse the money for months that have not yet been used.
The Service Provider is entitled to give extraordinary notice of termination if essential duties from the agreement are violated. In addition, the Service Provider is entitled to give extraordinary notice of termination if there is an important reason. Important reasons include the following in particular:
The provisions of this Section, Extraordinary Notice Of Termination, shall survive the expiration or termination of this Agreement.
You may not assign your rights or obligations under these Terms or transfer any rights to use the Services. This is the entire agreement between you, the Customer, and Service Provider for your use of the Services. It supersedes any prior agreements between Customer and Service Provider regarding your use of the Services. All parts Of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can't enforce a part of these Terms as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will not change.
This agreement and the Tolnedra® Service Customer Purchase Agreement regulates the relations between the parties of the agreement conclusively. In case of discrepancies, the most recent provisions of the Tolnedra® Service General Access and Agreement shall take priority.
In the event that any provision or part of any provision in this Agreement is held invalid or unenforceable by a court or other tribunal of competent jurisdiction, then the provision shall be deemed severed and separated from the other provisions of this Agreement, which shall remain in full force and effect. To the extent enforcement is limited, then the provision or provisions so affected shall be deemed to have been modified to the extent necessary to make said provision or provisions enforceable.
The following products, apps and services are covered by this agreement and the term Services:
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