Last updated: April 18, 2018
These Terms of Service (“Terms”) apply to your access to and use of the websites and other online products and services (collectively, our “Services”) provided by Totle, Inc. (“Totle” or “we”). By using the Services, you agree to these Terms. If you do not agree to these Terms, do not access or use our Services. If you have any questions about these Terms or our Services, please contact us at firstname.lastname@example.org.
You must be at least 18 years of age (or the age of majority in your jurisdiction) to access or use our Services
You may need to register for an account or use your credentials (e.g., username and password) from a third-party social media platform to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account (including maintaining the confidentiality of your password) and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.
By providing us with your email address, you consent to receive all required notices and information. Electronic communications may be posted on the Services site or delivered to your email address that we have on file for you. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including your email address, as appropriate. Your consent to receive communications electronically is valid until you end your relationship with Totle. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change how we provide electronic communications and will provide you with appropriate notice in accordance with applicable law. You may withdraw your consent to receive electronic communications by sending a withdrawal notice and filing a support request at email@example.com. If you withdraw consent to receive electronic communications, Totle may suspend or terminate your use of the Services.
As part of the Services, you may direct Totle to retrieve
your information maintained online by third parties with which you have a customer relationship, maintain accounts or engage in financial transactions (“Account Information”). Totle works with one or more online service providers to access this Account Information. Totle does not review the Account Information for accuracy, legality or non-infringement, and is not responsible for the Account Information or
products and services offered by or on third-party sites.
Totle cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Totle cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Account information may be more up-to-date when obtained directly from the relevant sites.
information about how we collect, use and disclose information about you.
Using and trading cryptocurrency, cryptographic tokens and other digital rights or assets (“Tokens”), and use of the Services provided by Totle, involves significant risks and potential for financial losses, including, without limitation, the following:
The risks described in this section may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access, track or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that Totle will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Totle, its subsidiaries and affiliates, and each of their respective shareholders, members, directors, officers, employees, agents, partners and representatives (collectively, the “Totle Parties”) related to any of the risks set forth herein. In addition, to the fullest extent permitted by applicable law, you release Totle and the other Totle Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. Further, you expressly waive any rights you may have under Section 1542 of the Civil Code of the State of California, as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Tokens that you decide to track using the Services; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any Token. You accept the risk of tracking Tokens through the Services, and are responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services.
Tracking of a Token through the Services does not indicate Totle’s approval or disapproval of the Token or the integrity, security or operation of the Token, its Underlying Technology or the business represented thereby. The risks associated with Tokens and issuing, tracking, using and trading Tokens apply notwithstanding your use of the Services.
Totle does not provide investment, securities, tax or legal advice, does not have any fiduciary duty to you or any other user and does not make any warranty about any Tokens. Totle is neither making any investment recommendation nor providing any professional or advisory services relating to the matters described herein. The Services are intended only to assist you in your organization, tracking and decision-making with respect to Tokens. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, software and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Totle. You grant Totle and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) will be visible to the public. You may not to create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Services for lawful purposes.
Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Totle, in its sole discretion, may elect to take. In no event will Totle be liable to any party for any loss or damage that results from any downtime, whether scheduled or unscheduled. Your sole and exclusive remedy for any failure or non-performance of the Services will be for Totle to use commercially reasonable efforts to effectuate a repair of the applicable service.
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
You may also only post or otherwise share User Content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
Use of the Services may be available through a compatible mobile device, Internet or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Totle makes no warranties or representations of any kind, express, statutory or implied as to: (i) the availability of telecommunication services from you provider and access to the Services at any time or from any location; (ii) any loss, damage or other security intrusion of the telecommunication services; and (iii) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.
Totle may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes to your account or information, such as a change in your registration information.
You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. Totle may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. You acknowledge and agree that Totle shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.
Electronic alerts may be sent to the email address or mobile number you have provided for the Services. If your email address or your mobile number changes, you are responsible for informing us of that change. Alerts may also be sent to a mobile device that accepts text messages. Changes to your email address and mobile number will apply to all of your alerts.
Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Totle Content”) are owned by or licensed to Totle and are protected under both United States and international laws. Except as explicitly stated in these Terms, Totle and our licensors reserve all rights in and to our Services and the Totle Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Totle Content for your own personal use; however, such license is subject to these Terms and does not include any right to: (a) sell, resell or commercially use our Services or Totle Content; (b) copy, reproduce, distribute, publicly perform or publicly display Totle Content, except as expressly permitted by us or our licensors; (c) modify the Totle Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Totle Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Totle Content other than for their intended purposes. Any use of our Services or Totle Content other than as specifically authorized herein, without our express prior written permission, is strictly prohibited and will terminate the license granted herein.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Totle or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of Totle. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Totle’s Designated Agent as follows:
260 E Brown St
Birmingham, Michigan 48009
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Totle for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the Totle Parties from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify the Totle Parties of any third-party Claims, cooperate with the Totle Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Totle Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Totle or the other Totle Parties.
We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Services. You expressly agree that your use of the Services is at your sole risk. The sites, Services, information, data, features and all content and other services and products associated with the Services or provided through the Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Totle does not make any representations, warranties or guarantees, express or implied, regarding the accuracy, completeness or reliability of the content on the sites or of the Services, and expressly disclaims any warranties of non-infringement or fitness for a particular purpose. While Totle attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
Additionally, some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
Neither Totle nor the other Totle Parties will be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Totle or the other Totle Parties have been advised of the possibility of such damages. The total liability of Totle and the other Totle Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services. The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Totle or the other Totle Parties or for any other matters in which liability cannot be excluded or limited under applicable law.
Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of the state of Michigan, without regard to conflict of law rules or principles (whether of Michigan or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Except for claims that may be asserted in small claims court, all disputes, controversies or claims arising out of or relating to these Terms or the Services will be resolved through confidential binding arbitration held in Oakland County, Michigan in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of JAMS or waived your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. Before serving a demand for arbitration in accordance with this section, you agree to first notify Totle of the claim at 260 E. Brown St., Suite 200, Birmingham, Michigan 28009 or by email at firstname.lastname@example.org (in each case, a “Notice”) and seek resolution of such claim. Any Notice from you must include your name, pertinent account information, a brief description of the claim, and your contact information, so that we may evaluate the claim and attempt to informally resolve your claim. Totle will have 60 days from the date of receipt of the Notice to informally resolve your claim, which, if successful, will avoid the need for further action. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, you and Totle agree that the courts in Oakland County, Michigan have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
We each agree that any and all disputes must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By accepting these Terms and agreeing to arbitration, you agree that you and Totle are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights.
Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Michigan and the United States, respectively, sitting in Oakland County, Michigan, and you waive any objection to venue in such courts.
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
Totle may, at its sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of the Services. We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services. To close your account, please send an email to email@example.com.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between you and Totle relating to your access to and use of our Services. The failure of Totle to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
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