Terms of Service

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. 

Duties and Obligations

Customer

The customer shall be obligated to fulfill the duties laid down in this agreement, especially:

  1. To pay the price set in Tolnedra® Service Customer Purchase Agreement according to the terms of said agreement.
  2. To obey the rules outlined in the Code of Conduct and Prohibitions section and ensure that of all users in the Customer’s organization obey these rules.
  3. To name the users and contact partners at the signing of the agreement and to protect his or her account and customer password from unauthorized access and to not disclose it to third parties. 
  4. To ensure that all intellectual property rights and copyrights are respected.
  5. To not abuse Service Provider's Services or allow it to be abused, in particular, to not convey any information with unlawful or unethical content or to indicate information that serves incitement to hatred and violence against segments of the population (or minority groups), induces criminal offenses or glorifies or trivializes violence, is sexually offensive or pornographic, causing serious moral harm to children or adolescents or damages the reputation of the Service Provider.
  6. To ensure that all systems being used to connect to the Services are reasonably protected and secured via policies, virus protection software, password and etc.
  7. The customer shall be responsible for providing and maintaining the required terminal equipment, the data line and shall ensure that their configuration and technical condition comply with the current requirements of the Service Provider's Services.
  8. The customer shall support the Service Provider in fulfilling the agreement to the required extent and free of charge.
  9. The customer is obliged to obtain the necessary quantity of user access rights.

Service Provider

The Service Provider shall be obligated to provide the services laid down in this agreement for the agreed upon fee, in particular:

  1. To make the Services available in accordance with the agreed scope and maintain it for continuity of access and use. Further information on availability of the Services can be found in the Service Availability section.
  2. To ensure availability (support) by phone, email or other communication methods during Service Provider’s working hours on non-holidays from Monday to Friday from 9:00 a.m. to 5:00 p.m. (Eastern Standard/Daylight Savings Time). All defects to Services or its infrastructure shall be remedied free of charge. For all other services (such as assistance, configuration, operating errors, general questions, etc.), the Customer shall be charged separately under the terms of the Customer’s Tolnedra® Service Customer Purchase Agreement.
  3. The Service Provider carries out maintenance work on a regular basis. This is communicated, whenever possible and reasonable, to the customer in a suitable fashion at least 8 hours in advance and if possible is planned for off-peak periods. In this context, annual availability is estimated to be around 95%.
  4. If the Service Provider carries out an update or upgrade of the software associated with the Services, it shall provide this to the customer under the terms of the Customer’s Tolnedra® Service Customer Purchase Agreement. It does not guarantee that updates will be made available on a regular basis.
  5. The Service Provider reserves the right to contact the customer to find solutions or to define new prices in the following situations. The agreed prices in the Customer’s Tolnedra® Service Customer Purchase Agreement are therefore not binding if:
    1. They exceed the limit on database/data storage defined in their Customer’s Tolnedra® Service Customer Purchase Agreement. 
    2. They exceed the limit on  bandwidth utilization defined in their Tolnedra® Service Customer Purchase Agreement. 
    3. They exceed the number of user accounts defined in their Customer’s Tolnedra® Service Customer Purchase Agreement. 
    4. They exceed any other limit defined in their Customer’s Tolnedra® Service Customer Purchase Agreement.

Code of Conduct and Prohibitions

  1. By agreeing to these Terms, you are agreeing that you will follow these rules while using the Services:
    1. Don't do anything illegal
    2. Don't engage in any activity that harms, threatens to harm, or exploits children.
    3. Don't send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords. dates of birth, Social Security numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit. 
    4. Don't display or use the Services to share inappropriate content or material (e.g. nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity).
    5. Don't engage in activity that is fraudulent, false or misleading asking for money under false pretenses, impersonating someone else, manipulating the Services to increase play count, Or affect rankings, ratings, or comments).
    6. Don't circumvent any restrictions on access to or availability of the Services.
    7. Don't engage in activity that is harmful to you, the Services or others (e.g. transmitting viruses, posting terrorist or violent extremist content, communicating hate speech, stalking, or advocating violence against others)
    8. Don't infringe upon the rights of others (e.g., unauthorized sharing of copyrighted material)
    9. Don't engage in activity that violates the privacy of others.
    10. Don't help others break these rules.
  2. Enforcement: If you violate these any for these Terms, the Service Provider may stop providing you with access to and use of the Services
    1. The Service Provider may also block delivery of a communication (like email, file sharing or instant message) to or from the Services in an effort to enforce these Terms or may remove or refuse to publish your content for any reason.
    2. When investigating alleged violations of these Terms, the Service Provider reserves the right to review your content in order to resolve the issue. However, we will not monitor all content and activity in the Services.
    3. Service Provider shall be the sole arbiter as to what constitutes a violation of this provision.

Your Content

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.

Your Privacy

General Policy

Your privacy is important to us. Please read the Tolnedra® Privacy Policy.

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 as Specific to Services

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:

  1. You consent and acknowledge that Your Content and other personal information that you enter into the service will be shared within your organization and at times may be accessed by Service Provider throughout the course of maintaining the Services
  2. You  consents and acknowledges that the Service Provider will collect information on the systems and devices that connect to the services. This information collection will allow the service provider to evaluate and troubleshoot the performance of the Services.
  3. The agreement partners, you and Service Provider, are aware that concluding and fulfilling this agreement can lead to processing of personal data of the agreement partners. We agree that such data can be used to establish and maintain their business relations and for this purpose may also be made known to third parties, such as manufacturers, suppliers and owners of trademark rights. In such cases the agreement partner whose data has been shared will ensure that data privacy is guaranteed through suitable organizational, technical and contractual precautions.
  4. Both agreement partners, you and Service Provider, mutually obligate themselves and their employees to maintain the confidentiality of all documents and information not generally known related to the business sphere or the data of the other agreement partner and which become accessible through the preparation and implementation of this agreement. This obligation remains in force even after the termination of the contractual relationship.
  5. The Service Provider is entitled to send the Customer and occasionally its users information on current updates, maintenance work and/or product information.
  6. The Customer is aware that location of data storage is in Ireland or the United States unless otherwise agreed and communicated. The Customer is responsible for ensuring that he or she is allowed to undertake cross-border data transfer.
  7. The Service Provider can be forced by law to surrender data and confidential information. If this is the case, the Customer will be informed by the Service Provider insofar as the law permits. All types of costs ensuing from this are borne by the Customer.
  8. The Service Provider does not guarantee any type of back-up storage of Customer data.
  9. Customer data in Service Provider's Services are not permanently deleted until proper or extraordinary notice of termination of the agreement has been given by the Customer or the Service Provider.
  10. The Service Provider leverages AWS technologies, Microsoft software, antivirus software, proactive patching, and monitoring to protect Customer data which is stored in the Service Provider's environment.

Backups and Disaster Recovery

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:

  1. The backups are stored both on premises within the hosting environment as well as off site via Microsoft Azure.
  2. The backups are expected to be retained on a daily basis for 10 days. Backups older than 10 days  are retained on a weekly basis for approximately 4 weeks. Service provider also retains a monthly backup for approximately 12 months..
  3. Service Provider reserves that right to alter the tools, backup frequency and retention, and storage locations  as they feel is necessary

The Customer should maintain copies of all content and media. Customer acknowledges that Service Provider’s environment is not a backup or archive mechanism.

Service Availability

  1. Service Provider strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Tolnedra, LLC. is not liable for any disruption or loss you may suffer as a result. Data loss could occur during an outage.
  2. Variations in the options affecting Services Availability are available. If an option was purchased the definition, price, and associated terms of the options will be defined in Customer’s Tolnedra® Service Customer Purchase Agreement.

Service Notifications 

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.

Services Updates and Changes to These Terms

  1. The Service Provider may change these Terms at any time, and we will tell the Customer when we do. Using the Services after the changes become effective means you agree to the new terms. If you don't agree to the new terms, you must stop using the Services.
  2. Software updates to keep using the Services will be required at times. The Service Provider may automatically check the Customer’s version of the Services and apply updates or configuration changes. The Customer may also be required to update the software on their system to continue using the Services . Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. Tolnedra, LLC. is not obligated to make any updates available and we don't guarantee that we will support the version of the system or device for which the Customer purchased or licensed the Services. The Service Provider will make an effort to support the current version of the Microsoft platform
  3. Additionally, there may be times when the Service Provider needs to remove or change features or functionality of the Services. 
  4. The Service Provider may release the Services or their features in a preview or beta version, Which may not work correctly or in the same way the final version may work.
  5. So that the Customer can use material protected with digital rights management (DRM), like some music, games, movies, books and more, DRM software may automatically contact an online rights server and download and install DRM updates.

Payment Terms

Payment Terms are defined via the separate but subordinate Tolnedra® Service Customer Purchase Agreement.

Price Changes

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.

Rights of Use

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.

  1. If the Customer complies with these Terms, the Service Provider grants the Customer non-exclusive, non-transferrable, non-sublicensed rights of access and use of the Services for the number of users agreed upon in their Tolnedra® Service Customer Purchase Agreement, in return for payment for the Services for the duration of their Tolnedra® Service Customer Purchase Agreement.
  2. For certain devices, such software may be pre-installed for the Customer’s organization’s non-commercial use of the Services. The Services may include third-party code. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such code, not by the service provider. Notices, if any, for the third-party code are included for your information only.
  3. The right of access and use of the Services is being purchased for a specified duration. The software associated with service is not sold, and Tolnedra, LLC. reserves all rights to the software not expressly granted by Tolnedra, LLC. , whether by implication, estoppel, or otherwise. This access and use rights do not grant you any right to, and you may not:
    1. circumvent or bypass any technological protection measures in or relating to the software or Services;
    2. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect Of the Services that is included in or accessible through the Services , except and only to the extent that the applicable copyright law expressly permits doing so; 
    3. separate components Of the software or Services for use on different devices;
    4. publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless Service Provider expressly authorizes you to do so;
    5. transfer the software, any software licenses, or any rights to access or use the Services;
    6. use the Services in any unauthorized way that could interfere With anyone else's use Of them or gain access to any service, data, account, or network;
  4. The rights of use grant only use and access to the object code and not to the source code of the Services. 
  5. Any documentation provided with the application, you may copy and use the documentation for reference purposes in your company or organization. You may not redistribute any of this documentation without the written consent of the service provider.
  6. The costs of the remote access by the customer shall be borne by the customer and the customer shall also bear responsibility for the availability of the telecommunications connection.

Reservation of Rights

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.

Intellectual Property

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.

Contracting Entity

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.

Applicable Law

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.

Legal Effect

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.

Disclaimer of Warranties

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.

Limitation of Liability

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.

Force Majeure

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.

Binding Arbitration and Class Action Waiver

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.

  1. Disputes Covered—Everything Except IP. The term "dispute" is as broad as it can be. It includes any claim or controversy between you and us concerning the Services, the software related to the Services,  price of Services, communications, your purchase transaction, billing, or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of, Rights of Use, Reservation Of Rights, or Intellectual Property Rights.
  2. Must File Within One Year. Customer and Service Provider must file in small claims court or arbitration any claim or dispute (except intellectual property disputes) within one year from when it first could be filed. Otherwise, it's permanently barred.
  3. Severability. If any part of section the Binding Arbitration and Class Action Waiver is found to be illegal or unenforceable, the remainder will remain in effect (With an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, Binding Arbitration and Class Action Waiver section will be unenforceable in its entirety.

The provisions of this Section, Binding Arbitration and Class Action Waiver, shall survive the expiration or termination of this Agreement.

Copyright and Trademark Notice

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. 

Technology and Export Restrictions

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. 

Start and Term of Use and Access

The effective period of your right to access and of use the Services is defined in a separate agreement, Tolnedra® Service Customer Purchase Agreement.  

Canceling the Services 

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.

Extraordinary Notice of Termination

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:

  1. The Customer does not meet their financial obligations to the Service Provider.
  2. The Customer has violated the provisions of the Service Provider's Tolnedra® Service General Access and Use Agreement, especially provisions under the Duties and Obligations and Code of Conduct and Prohibitions sections or other related agreement.
  3. If an extraordinary notice of termination of the Service Provider's Tolnedra® Service General Access and Use Agreement or other related Tolnedra® Agreement is given, access to the Service Provider's cloud will be blocked immediately. The data in SaaS Provider's Services may be permanently deleted 90 days after extraordinary notice of termination has been given.
  4. In the case of extraordinary notice of termination, the Customer owes the fees for all Services for the entire term of the agreement with the exception of any setup, configuration, or customization hours not executed/worked at the time of extraordinary notice of termination. The Service Provider is not obligated to reimburse the money for months that have not yet been used. In addition, the Service Provider reserves the right to make additional claims.

The provisions of this Section, Extraordinary Notice Of Termination, shall survive the expiration or termination of this Agreement.

Transfer and Assigns

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. 

Entire Agreement 

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.

Severability

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.

Covered Services

The following products, apps and services are covered by this agreement and the term Services:

  • Tolnedra® 
  • Tolnedra Core (The underlying core proprietary technologies on which Tolnedra® was developed)
  • Any additional features (Tolnedra® Customizations) developed and integrated into Tolnedra® through Tolnedra, LLC.

Copyright © 2020-2022 Fynydd LLC. All rights reserved.