Description of Services
nToggle may provide you with access to a variety of resources, materials, and downloads, including business, educational, and technical news and information (collectively, “Services”). The Services, including any updates and enhancements, are subject to these Terms.
In the event that you purchase or license any nToggle products or services (our “Commercial Offerings”), your use of, and our respective rights and obligations with respect to, the Commercial Offerings will be governed by the terms of the applicable license or services agreement that will be executed between you and nToggle.
Materials Available Pursuant to the Site
Subject to the Terms, nToggle authorizes you to view and use the information and materials obtained from this Site directly or sent by nToggle via email or post pursuant to a request by you via the Site (collectively, “Materials”), provided, that: (1) you retain all copyright and other proprietary notices contained in the original Materials or any copies of the Materials; and (2) your use of the Materials is subject to the Limitation of Use restrictions set forth below.
The Materials may have been created or developed by nToggle or by third parties. While third-party Materials are believed to be reliable, such third-party Materials have not been independently authenticated, tested, or verified in whole or in part by nToggle. All Materials provided on the Site, including any material from third parties, is provided “as is,” and nToggle makes no express or implied claims, representations or warranties as to its accuracy, validity, or veracity. nToggle shall not be liable, in any way, for your use of these Materials, any results that may occur from such use, or any consequences from decisions made in reliance on these Materials.
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks and trade secrets, in the Site and its content, are owned by nToggle or its suppliers. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in the next paragraph. nToggle and its suppliers reserve all rights not granted in these Terms, and there are no implied licenses granted under these Terms.
Accessing the Site and Account Security
Subject to these Terms, nToggle grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal use. We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period, and we will have no obligation to provide you with any support or maintenance in connection with the Site. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
You are responsible for:
- making all arrangements necessary for you to have access to the Site; and
- ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.
To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. When using this Site, you agree to be responsible for providing accurate and complete information about yourself during registration (“Your Data”), and updating Your Data to keep it current. You are entirely responsible for maintaining the confidentiality of your username and password or any other piece of information provided as part of our security procedures. Furthermore, you are entirely responsible for any and all activities that occur under your account. At our sole discretion, we may terminate the accounts or access rights of users who may have provided inaccurate or incomplete information during registration. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
You may use the Site only for lawful purposes and in accordance with these Terms. The rights granted to you in these Terms are subject to the following restrictions:
- You shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site.
- You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site.
- You shall not access the Site in order to build a similar or competitive website, product, or service.
- Unless otherwise specified in the Terms, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, or create derivative works from, transfer, or sell any information, obtained from the Site or the Materials.
- You shall not impersonate or attempt to impersonate nToggle, an nToggle employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- You shall not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.
- You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
You may obtain direct access via the Site to certain confidential information of nToggle and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with nToggle and its suppliers.
Upon nToggle′s written request, you must cease use of Confidential Information and return or destroy it. The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from nToggle, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to nToggle adequate to afford nToggle the opportunity to object to the disclosure.
Third-Party Links; Other Users
Links to third-party web sites on this Site are provided solely as a convenience to you. This includes links contained in advertisements, including banner advertisements and sponsored links. If you use these links, you will leave this Site. We have not reviewed these third-party sites and do not control and are not responsible for any of these sites or their content and accept no responsibility for them or for any loss or damage that may arise from your use of them. We do not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any third-party sites that may be linked to this Site, you do this entirely at your own risk and subject to the terms and conditions of use for such websites.
Your interactions with other Site users are solely between you and such users. You agree that nToggle will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
You hereby release and forever discharge nToggle (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any third-party links or ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER nTOGGLE NOR ANY PERSON ASSOCIATED WITH nTOGGLE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER nTOGGLE NOR ANYONE ASSOCIATED WITH nTOGGLE REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
nTOGGLE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL nTOGGLE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF nTOGGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
This site is controlled and operated by nToggle from its offices in the United States of America. nToggle makes no representation that materials or services at this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
You agree to defend, indemnify and hold harmless nToggle and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives (and their respective successors and assigns) from and against any claim liabilities, damages, judgments, awards, losses, costs, expenses, fees or demand, including reasonable attorneys’ fees, made by any third party due to, arising out of or related to (a) your use of or connection to the Site (including any use by you on behalf of your employer), (b) any use of the Site’s content, services and products other than as expressly authorized in these Terms, (c) your violation of the Terms, (d) your violation of applicable laws or regulations or any rights of another, or (e) Your Data or other information provided to the Site.
Governing Law and Jurisdiction
These Terms are to be governed and construed by the substantive law of the Commonwealth of Massachusetts. In the event of a dispute arising out of or relating to these terms and conditions, or your use of or access to this Site, litigation must be brought in state or federal court in the Commonwealth of Massachusetts.
The failure of nToggle to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding the foregoing, any Software downloaded from this site is governed separately by the nToggle License Agreement.
“nToggle Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans, and other designations nToggle uses in connection with its products and services. You agree to comply with the nToggle Trademark and Logo Usage Requirements, available upon request. You may not remove or alter any nToggle Trademarks, or co-brand your own products or material with nToggle Trademarks, without nToggle′s prior written consent. You acknowledge nToggle′s rights in nToggle Trademarks and agree that any use of nToggle Trademarks by You shall inure to nToggle′s sole benefit. You agree not to incorporate any nToggle Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, including for use on or in connection with computer or Internet-related products, services or technologies.
The names of actual companies and products mentioned on the Site or in the Materials may be the trademarks of their respective owners.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following posting of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall 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. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Company is located at the address below under “Contact Information”. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Director of Account Management
77 N. Washington Street
Boston, Massachusetts 02114
Last modified: December 1, 2016