These Terms of Service ("Agreement") are a legal agreement between you ("Customer”) and tooluru ("Company").
Customer must accept the terms of this Agreement before accessing or otherwise using the service that may be provided by Company under this Agreement (Including without limitation, providing or acquiring content by clicking the “I Accept” button at the end of this Agreement.This Agreement contains limitations of liability and provisions dealing with the use of information, including personal information. Read this agreement carefully before proceeding. If the Customer does not accept the terms and conditions of this Agreement, Customer must make no use of the services or content, and exit out of this website. If you are agreeing to this Agreement on behalf of your organization, with your organization as the customer, you are representing and warranting that you have the authority to accept the agreement on behalf of the organization. If you do not have authority to agree on behalf of the Customer, do not click the “I Accept” button, make no use of the services and content, and exit out of this website.
“Agreement” has the meaning set out above.
“Authorized User” means any employee or contractor of a Customer that is authorized to use the Services on behalf of Customer.
“Communications" means electronic communications, including account registration and other account holder information, email and financial, accounting and other data.
“Company” has the meaning set out above.
“Content” means all software products made available to Licensees by a Licensor on the Website, together with any descriptions and documentation related to such software products that a Licensor submits to the Website when using the Services.
“Customer” has the meaning set out above.
“Customer Account Information” means: the Customer Network ID, User IDs and User passwords; and security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Customer and its Authorized Users to access the Services and Website.
“Customer Network ID” means a unique customer network identification number.
“Customer Representatives” means those individuals designated by Customer as its representative(s), as may be changed from time to time by providing written notice to Company.
“Feedback” any comments, information, or suggested improvements or changes to any or all of the Services, Website, or Company’s processes.
“Licensee” means a Customer that reviews or obtains Content through the use of the Websites and the Services, solely with respect to such Content.
“Licensor” means a Customer that provides Content to be reviewed and acquired through the use of the Websites and the Services, solely with respect to such Content.
“Services” means the Company services related to posting, viewing, licensing or downloading Content as described on the Website.
“Service Fee” means a fee for Services as posted on the Website or otherwise agreed by Licensor and Company, plus any applicable taxes, including but not limited to GST, PST and HST.
“Software” means software necessary in order to access or use the Services or Website
“Trademarks” means the trademarks and logos displayed on the Website, other than as provided as part of the Content.
“User IDs” user identification numbers provided to Authorized Users.
“Website” means the Company website located at www.tooluru.com.
2. Service Subscription and Customer IDs
Customer shall be liable for any act or omission of its Authorized Users, including but not limited to any act or omission that is inconsistent with Customer’s obligations under this Agreement. Upon Customer subscribing for Services on the Website, Company shall provide Customer with access to the Services. Company may suspend or terminate this Agreement and Customer’s account (and all User ID’s) if Customer breaches any of the terms and conditions of this Agreement, or becomes insolvent, subject to bankruptcy proceedings, ceases operations or has a receiver appointed over it or its assets. Company may terminate this Agreement and access to the Website, Services and Software for convenience at any time by providing thirty (30) days’ notice to Customer, and refunding any unused prepaid amounts. Customer may terminate this Agreement and access to the Website, Services and Software for convenience at any time by providing thirty (30) days’ notice to Company, but Customer shall not be entitled to any refund of amounts paid. Access to Content shall be lost at the end of such thirty (30) day period.
3. Customer IDs
On subscription, Customer will receive a Customer Network ID and its Authorized Users shall receive User IDs. Customer is solely responsible for maintaining the accuracy, confidentiality and security of the Customer Account Information. Customer shall be responsible for all Communications entered using the Customer Account Information or by the Authorized Users. Company is entitled to rely on any Communications it receives through use of the Customer Account Information as if such Communications were sent or authorized by Customer. Customer agrees to immediately notify Company if Customer or any Authorized User becomes aware of any loss, theft or unauthorized use of any Customer Account Information. Company reserves the right to deny Customer or any specific Authorized Users access to the Software or Services (or any part thereof) if Company reasonably believes that any loss, theft or unauthorized use of Customer Account Information has occurred, or if Customer or Authorized User has violated any of its obligations under this Agreement. Customer must inform Company of, and hereby grants to Company permission to use, Customer Account Information to enable Company to provide the Services to Customer, including addressing errors or service interruptions, and to enhance the types of data and services Company may provide to Customer in the future. Customer Representatives shall be responsible at all times for maintaining the accuracy and completeness of the Customer Account Information. Customer Representatives shall have the right to block Authorized User IDs at any time, and will have access to any and all information about an Authorized User’s use of the Services and to Content stored as part of the Services.
4. Changes to Services
Company may change the terms and conditions of this Agreement from time to time in its sole discretion by posting the revised terms and conditions on Website, and by sending the Customer email notice of the revised terms and conditions at least thirty (30) days prior to effective date of such changes. If Customer does not accept the changed terms and conditions, Customer may terminate this Agreement by providing notice to Company at any time within such thirty (30) day period, without any financial liability to Company, other than the payment of any Fees that are due or are accruing at the date of termination. If Customer has prepaid for any Services that are being terminated because of a change of the terms and conditions of this Agreement, Company shall provide a pro-rata refund of any prepayment. Customer shall be deemed to have accepted the changes to this Agreement if Customer continues to use the applicable account or use any of the Services or the Website after such time period.
To the extent that Customer is provided or is required to download Software in order to access or use the Services, Company hereby grants Customer a limited non-exclusive license during the term of this Agreement to use the Software solely for the purpose of accessing and using the Services in accordance with this Agreement. Customer agrees to uninstall any installed Software on termination of this Agreement. If Customer is a U.S. Government entity, any Software and related documentation that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
Company and its licensors shall retain all right, title and interest in and to the Services, Website and Software, including but not limited to all intellectual property rights in or to the Services, Website and Software. To the extent that Customer or any of its Authorized User develops or provides any Feedback, Customer hereby assigns and transfers, and agrees to assign and transfer, and cause its Authorized Users to assign and transfer, to Company any and all any rights in or to the Feedback, including but not limited to all intellectual property rights therein or thereto. All rights not expressly granted are hereby reserved. All Trademarks are the registered and unregistered marks of Company, its affiliates or licensors, or its other Customers and are protected by Canadian and international trademark laws. The Customer acquires no rights to the Trademarks, and all goodwill arising from the use of the Trademarks shall enure to the benefit of Company its affiliates or licensors, or its other Customers, as applicable. Customer shall not, and shall ensure its Authorized User do not, cover, obscure, remove or alter any proprietary notices on the Services, Website or Software.
7. Content and License to Company
Licensor shall own all right, title and interest in and to all Content it submits to the Website, and hereby authorizes and licenses Company to reproduce, display and allow access to such Content on the Website, and to grant a non-exclusive, non-transferable license to Licensee to install, reproduce, use and display such Content on a single computer for use by Licensee solely for internal purposes, with no right to distribute or sublicense such Content. Company does not monitor, control, validate or endorse Content. Licensor represents and warrants that it owns or has a valid license to use all Content provided by the Licensor, and that the Content is not unlawful, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable, does not contain viruses or malicious code, and does not infringe or misappropriate the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person. Licensor acknowledges and agrees that the Software, Website and Content, which may include personal information, will be stored and processed in multiple locations, including but not limited to inside the United States.
8. License to Licensee
Subject to Licensee making all required payments for the Content and complying with this Agreement, Company hereby grants to Licensee a non-exclusive license to non-transferable license to such Licensee to install, use and display such Content on a single computer for use by Licensee solely for internal purposes, with no right to distribute or sublicense such Content. The Licensee agrees to comply with any additional restrictions indicated at the time the Content was downloaded by the Licensee (“Additional Restrictions”). Licensee agrees that it shall not: (i) rent, sell, lease, lend, redistribute or sublicense the Content or permit any third party to benefit from the use or functionality of the Content via a rental, lease, timesharing, service bureau, or other arrangement; (ii) allow anyone other than Authorized Users to access the Content; (iii) use the Content in any way that does not comply with all applicable laws (including but not limited to applicable export control laws and Canada’s Anti-Spam Legislation) or with this Agreement; (iv) use or access the Content on any computer or device that Customer does not own or control; (v) copy, modify, translate, adapt, or create derivative works of the Content (vi) circumvent any technical or security limitations in the Content, or use any tool to enable features or functionalities that are otherwise disabled in the Content; or (vii) decode, decompile, disassemble, derive the source code or otherwise reverse engineer the Content, except as otherwise permitted by applicable law or by licenses with respect to open source software included with them.
Licensee agrees to pay applicable fees to Company, plus any applicable taxes, including but not limited to GST, PST and HST, as agreed to by Licensee when downloading the Content (“Fees”). If the Licensee cancels or reverses any payment, Licensee’s license to the Content shall immediately terminate. Any Fees not paid, or Fees that are cancelled or reversed contrary to the provisions of this Agreement, shall accrue interest at the lesser of twelve percent (12%) per annum or the maximum amount permitted by applicable law from the time the applicable Content was downloaded by Licensees. Company agrees to remit the Fees to the applicable Licensor within thirty (30) days of receipt from Licensee, less a fee for Services as posted on the Website or otherwise agreed by Licensor and Company, plus any applicable taxes, including but not limited to GST, PST and HST (“Service Fee”).
10. Obligations and Acceptable Use of Website and Services
Customer is responsible for acquiring and maintaining at its sole expense, all equipment, hardware, software, communications network connections, and access to the Internet necessary to access and use the Services, Website and Software. Customer shall not, and shall ensure its Authorized Users do not: (i) rent, sell, lease, lend, redistribute or sublicense the Services, Website or Software or permit any third party to benefit from the use or functionality of the Services, Website or Software via a rental, lease, timesharing, service bureau, or other arrangement; (ii) allow anyone other than Authorized Users to access Services, Website or Software; (iii) use the Services, Website or Software in any way that does not comply with all applicable laws (including but not limited to applicable export control laws and Canada’s Anti-Spam Legislation) or with this Agreement; (iv) use or access the Services, Website or Software on any computer or device that Customer does not own or control; (v) copy, modify, translate, adapt, or create derivative works of the Services, Website or Software; (vi) circumvent any technical or security limitations in the Services, Website or Software, or use any tool to enable features or functionalities that are otherwise disabled in the Services, Website or Software; (vii) decode, decompile, disassemble, derive the source code or otherwise reverse engineer the Services, Website or Software, except as otherwise permitted by applicable law or by licenses with respect to open source software included with them; (viii) perform or attempt to perform any actions that would interfere with the proper working of the Services, Website or Software, prevent access to or the use of the Services, Website or Software by Company's other licensees or customers, or impose an unreasonable or disproportionately large load on Company's infrastructure; (ix) submit or transmit Content that is unlawful, harmful, spam, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable, or infringes or misappropriates the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person; (x) transmit, distribute, or upload Content or programs that contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, intercept, or expropriate any system, data, or personal information; ( xi) copy, modify, translate, adapt, create derivative works based upon, reproduce, republish, upload, post, transmit, resell or distribute in any way the material found on the Website, except as authorized in writing by Company; or (xii) use the Services, Website or Software in the operation of nuclear facilities, air traffic control, navigation or communication systems, medical devices or in other situations where the failure of the Services, Website or Software could lead to personal injury, death or property damage.
11. Third Party Links
Company is not responsible for the content of services of any off-Website pages or any other websites linked to or from the Website. Links appearing on the Website are for convenience only and are not an endorsement by Company, or Company’s affiliates or licensors. Customer’s or Authorized User’s linking to or from any off-Website pages or other websites is at their own risk. Company is in no way responsible for examining or evaluating, and does not endorse, control or make any representations, warranties or conditions concerning the links or the third party sites, nor does Company assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. It is the responsibility of Customer and Authorized Users to verify any information contained within linked sites before relying on it. Customer or Authorized User should carefully review the terms and conditions and privacy policies of all off-Website pages and other websites that Customer or Authorized User visits
THE SERVICES, WEBSITE AND SOFTWARE, IF ANY, ARE PROVIDED 'AS-IS" AND COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES, WEBSITE, SOFTWARE OR CONTENT WILL BE AVAILABLE WITHOUT INTERRUPTION OR ERRORS.THE CONTENT IS DISTRIBUTED BY COMPANY “AS-IS” AND LICENSEE MUST CONTACT THE APPLICABLE LICENSOR WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES CONCERNING SUCH LICENSOR’S CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING DISCLAIMERS. IN SUCH AN EVENT, THESE DISCLAIMERS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
14. Limitation of Liability
IN NO EVENT WILL COMPANY, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO THE CUSTOMER, AUTHORIZED USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION OR ANY OTHER DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE OR ACCESS THE SERVICES, WEBSITE, SOFTWARE, OR CONTENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE CAUSE OF ACTION. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM LIABILITY FOR COMPANY OR ITS SUPPLIERS TO THE CUSTOMER OR AUTHORIZED USER FOR CLAIMS OF ANY KIND IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE. SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING LIMITATIONS. IN SUCH AN EVENT, THESE LIMITATIONS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
Licensor shall defend, indemnify and hold harmless Company and its affiliates and suppliers from and against any loss, damages or costs, including reasonable legal fees, related to any third party claim, action, or demand resulting from any allegation that the Content or use thereof infringes or misappropriates any patent, trade secret, trademark, copyright or other intellectual property right of a third party, or from any use of the Services, Website, or Software in violation of this Agreement or applicable law. Licensee shall defend, indemnify hold harmless Company and its affiliates and suppliers from and against any loss, damages or costs, including reasonable legal fees, related to any third party claim, action, or demand resulting from any allegation that any modification alteration, or creation of a derivative work of Content by or for Licensee, or the use of any Content by Licensee or its Authorized Users in a manner not permitted by this Agreement infringes or misappropriates any patent, trade secret, trademark, copyright or other intellectual property right of a third party.