Please revisit this AGREEMENT when you purchase any PROGRAM. Tolero reserves the right to modify the AGREEMENT at any time in its sole discretion. Prior to such changes becoming effective, Tolero will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Tolero account, an announcement on this page, and/or by other means. Modifications to this AGREEMENT will only apply to prospective purchases (including any automated renewals). By licensing PROGRAM following any such modifications, you agree to be bound the AGREEMENT as modified.
PART I – GENERAL PROGRAM PARAMETERS
This is a single seat, non-transferable, license authorizing one natural person and/or entity to use PROGRAM; not for resale, download, or distribution without written permission of Tolero.
1. “PROGRAM” refers to all content available for license and/or created by Tolero for use by the Client; including, but not limited to, domain, server hosting, email, website content and code, text, videos, stills, images, logos, social media graphics, and ongoing management and updates of all included elements.
2. Initial fee for the PROGRAM is due at sign up according to PROGRAM specifications detailed in the product descriptions at www.ToleroGroup.com. Fees are paid via credit card, debit card, or PayPal account monthly. Except when required by law, fees, once made, are non-refundable. Sign up is not considered complete until initial payment has been received.
3. Client authorizes subsequent fees to continue monthly, as specified in the product description at www.ToleroGroup.com. Except when required by law, subsequent fees, once made, are non-refundable. The Client will pay the agreed fees to Tolero for the PROGRAM as specified via credit card, debit card, or PayPal account. Payments will continue, as specified, until termination is requested by either party.
4. Client has the right to terminate PROGRAM at any time with written notification emailed to firstname.lastname@example.org no less than 48 hours prior to next PROGRAM subscription payment.
5. Tolero will endeavor to complete the development of the PROGRAM within 30 days of sign-up (development fee originally waived with PROGRAM subscriptions); however, Tolero does not guarantee and is no way bound to complete the project by this date.
6. PROGRAM prices are guaranteed for the initial 12 month period. After the initial 12 months, Tolero reserves the right to revert to non-promotional pricing or to reasonably adjust subscription costs to reflect increases in cost of business expenses. Tolero will advise the Client of any changes in writing to the email address on file 30 days prior to changes.
7. Detailed terms and specifications for PROGRAM are defined by the specific program selected and described in detail in the product description on the website at www.ToleroGroup.com at time of sign-up; including, but not limited to, hosting, domain, SSL, email, website code, content, graphics, and more.
8. PROGRAM parameters include managed server and website maintenance; including, but not limited to, minor database and backend changes to the website as well as all necessary updates to the server, security, code, and design as determined by Tolero. As maintenance may affect the hosting and/or availability of PROGRAM, when possible, such maintenance will be carried out during non-peak hours. Tolero will endeavor to provide reliable and professional PROGRAM service to the Client at all times.
9. Client is solely responsible for all information, licenses and verification where required to confirm that you and your entity can legally operate within the United States and where required for provided content and materials to be incorporated into the PROGRAM.
PART II – INTELLECTUAL PROPERTY RIGHTS
1. All specific text, images or information supplied by Client will remain the property of Client.
2. Client grants to Tolero, for the term of this Agreement, a non-exclusive, revocable, royalty-free license to use Client’s name, logos, trademarks or devices (“Intellectual Property”) to be included in and for the term of the PROGRAM.
3. The Client shall NOT resell, redistribute, copy, or copy and subsequently alter, any part of the PROGRAM to create a separate website, or for any other reason, without the prior written consent of Tolero.
4. All portions of PROGRAM, excluding any specific text, images or information supplied by Client, will remain the sole property of Tolero during, and after termination of, the program (unless otherwise stipulated in Part III). Said information cannot be used on another machine, moved, altered or sold by the Client. This includes, but is not limited to, logos, graphics, work files, programming, system coding, text, emails and database information.
PART III – IDENTITY OWNERSHIP
1. The corporate identity (“IDENTITY”) includes the graphic representation of the icon, logo, business card template, and letterhead template (if applicable).
2. Tolero will retain ownership of IDENTITY until Client has met one of the four specified criteria. If one of criteria is met, then Tolero will transfer ownership of IDENTITY to Client.
- Classic Program – had subscription for a minimum of 36 months
- Deluxe Program – had subscription for a minimum of 24 months
- Premier Program – had subscription for a minimum of 12 months
- Paid for the development time to create the IDENTITY at the current rate of $2,000
PART IV – PROGRAM TERMINATION
1. Client has the right to terminate PROGRAM at any time with written notification emailed to email@example.com no less than 48 hours prior to next PROGRAM subscription payment.
2. Tolero reserves the right to terminate PROGRAM at any time if the Client is in breach of any portion of this AGREEMENT; including, but not limited to, lack of payment.
3. Monthly subscription payments are non-refundable and are not available for pro-ration with mid-month termination requests.
4. Upon termination, Tolero will relinquish rights to any text, images or information supplied to Tolero by the Client and Tolero will remove all client specific information from the portions of the PROGRAM created by Tolero.
5. Upon termination, all portions of the PROGRAM created by Tolero (including logo design, graphics, content, and underlying code) shall remain the sole property of Tolero.
6. Upon termination, Client has the option to purchase the domain name and visual/graphic portions of the PROGRAM, excluding proprietary code and information. To purchase PROGRAM, client would pay the development cost (originally waived with PROGRAM subscriptions) at the rate of $120 per hour at 80 hours or $9,600. Purchase includes the visual/graphic portions of the PROGRAM and does not include ongoing management services; including, but not limited to, server hosting, email, or ongoing update services.
7. If Client terminates the AGREEMENT without purchase, then Tolero has the right to grant the PROGRAM, excluding content and materials provided by the Client, to a new Client.
PART V – COPYRIGHT INFRINGEMENT
1. Copyright infringement occurs when a copyrighted work is reproduced, distributed, performed, publicly displayed, or made into a derivative work without the permission of the copyright owner.
2. Copyright infringement would occur if Client inappropriately uses any portion of PROGRAM, excluding any specific text, images or information supplied by the Client, without written permission from Tolero, during or after termination of PROGRAM; including, but not limited to, logos, graphics, work files, programming and system coding, text, emails and database information. Said PROGRAM information cannot be used on another machine, moved, altered or sold by the Client.
3. Client understands that willful and documented copyright infringement will result in…
- Issuance of “Cease and Desist” demand
- Charge for the repayment of original development cost (originally waived with PROGRAM subscriptions) at the rate of $120 per hour at 80 hours or $9,600. If payment is not received within timeframe set forth in Cease and Desist demand, then Client will also be responsible for any associated collections and/or legal costs as applicable by law.
- Tolero retaining its right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Tolero, such action is necessary or desirable. If Tolero is found to be the injured party, then the Client shall pay all costs and expenses, including expert witness fees and attorneys’ fees, incurred by resolving such dispute.
PART VI – WARRANTIES AND REPRESENTATIONS
1. Tolero warrants and represents that:
- Tolero’s contributors have granted Tolero all necessary rights in and to the PROGRAM to grant the rights set forth in Part I as applicable.
- The PROGRAM in its original unaltered form and used in full compliance with this AGREEMENT and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
2. Client warrants and represents that :
- To the best of their knowledge and belief, that the content and materials supplied by the Client for the purposes of the PROGRAM are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation. Client is solely responsible for all content that they provide for use in the website.
PART VII – INDEMNIFICATION AND LIABILITY
1. Client agrees to indemnify and hold Tolero, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the PROGRAM other than the uses expressly permitted by this AGREEMENT. Client further agrees to indemnify Tolero for all costs and expenses that Tolero incurs in the event that Client breaches any of the terms of this AGREEMENT.
2. Tolero shall not be liable for any damages, costs, or losses arising as a result of content provided by, modifications made to, or context in which Client uses the PROGRAM.
3. Client agrees not to use abusive and unethical materials and uses; including, but not limited to, pornography, obscenity, nudity, gambling, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
4. Client understands that they have the right to terminate PROGRAM at any time.
5. Tolero’s total maximum aggregate obligation and liability (the “Limit of Liability”) shall not exceed the cost of one month’s subscription payment as specified at sign-up in the product description on the website at www.ToleroGroup.com.
PART VIII – NOTICE
Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email or first-class post to the receiving party. Any such notice shall be deemed to be effectively served as follows: first-class post is effective 48 hours after posting; email is effective on the next working day. It is the sole responsibility of the Client to maintain updated contact and payment information.
9732 Pyramid Way, Suite 181, Sparks, Nevada 89441
Information Correspondence: firstname.lastname@example.org
Legal/Official Correspondence: email@example.com
PART IX – ADDITIONAL TERMS
1. Any controversy or claim arising out of or relating to this AGREEMENT, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state of Nevada and county of Washoe. The language of the arbitration shall be English. There shall be one arbitrator. Tolero also reserves the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Client in the event that, in the opinion of Tolero, such action is necessary. If Tolero is found to be the injured party in any dispute under this agreement, then the Client shall pay all costs and expenses, including attorneys’ fees, incurred by the prevailing party in resolving such dispute as applicable by law.
2. If Client is found to be the injured party, then they have the right to recover the cost of the damages not to exceed to cost of one payment term (one month for monthly subscriptions) for the PROGRAM as specified in the product descriptions at www.ToleroGroup.com.
3. In no event shall either party be liable to the other or any third party in contract, tort or otherwise for incidental or consequential damages of any kind, including, without limitation, punitive or economic damages or lost profits, regardless of whether either party shall be advised, shall have other reason to know or in fact shall know of the possibility.
4. This AGREEMENT shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This AGREEMENT is governed by and shall be construed in accordance with the laws of the State of Nevada, without respect to its conflict of laws principles.
5. If you are entering into this AGREEMENT on behalf of an entity, then you warrant and represent that you have the full right and authority to do so.
6. If any individual term of this AGREEMENT is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these AGREEMENT, so that these AGREEMENT shall otherwise remain in full force and effect.
7. It is expressly understood and agreed that this AGREEMENT is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this AGREEMENT as to third parties.
8. In the event that Client breaches any of the terms of this or any other agreement with Tolero, Tolero shall have the right to terminate Client’s account without further notice, in addition to Tolero’s other rights at law and/or equity. Tolero shall be under no obligation to refund any fees paid by Client in the event account is terminated by reason of a breach.
9. Except as expressly set forth herein, Tolero grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in any part of the PROGRAM.
10. In no event, will Tolero’s total aggregate liability to Client, or any third party claiming through Client, arising out of or in connection with your use of or inability to use the any part of the PROGRAM, exceed the monetary amount actually received by Tolero from you in one subscription month for the applicable PROGRAM license.
11. Neither Tolero nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the PROGRAM, Tolero’s breach of this agreement, or otherwise, unless expressly provided for herein, even if Tolero has been advised of the possibility of such damages, costs or losses.
12. All PROGRAM content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some PROGRAM content may contain elements that require additional clearance if it is modified or used in a particular context. If you make such modification or any part of the PROGRAM in such context, you are solely responsible for obtaining any additional clearances thereby required.
13. Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement.
EFFECTIVE DATE: October 4, 2018