These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or a legal entity, referred to herein as "Customer," "you," or "your") and Toolr, Inc. ("Toolr," "we," "us," or "our") governing your access to and use of the Toolr platform, including the web application available at app.mytoolr.com, the Toolr mobile applications, any associated APIs, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing or using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and in such case "you" shall refer to such entity.

If you do not agree to these Terms, you may not access or use the Service. Toolr reserves the right to update or modify these Terms at any time. We will provide notice of material changes by email or through the Service at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of those Terms.

To access and use the Service, you must create an account by providing accurate, complete, and current information as prompted during the registration process. You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account.

You agree to: (a) provide accurate, current, and complete account registration information; (b) maintain and promptly update your account information to keep it accurate, current, and complete; (c) maintain the security of your password and accept all risks of unauthorized access to your account; (d) promptly notify Toolr if you discover or otherwise suspect any security breaches related to the Service.

You may not share your account with any other person. Each account may have one or more authorized "Administrators" who have the ability to manage the account, add or remove users, and configure settings. Administrators are responsible for ensuring that all users within the account comply with these Terms. Toolr shall not be liable for any damages or losses arising from unauthorized use of your account or credentials.

Toolr offers the Service on a subscription basis. Subscription plans, features, pricing, and limitations are described on the Toolr pricing page at mytoolr.com/pricing and may be updated from time to time with reasonable advance notice to existing customers.

Free Trials. Toolr may, at its sole discretion, offer a free trial period for new accounts. During the free trial, you may access and use the Service subject to these Terms without charge. At the end of the free trial period, you must provide payment information to continue using the Service; otherwise, your access will be suspended.

Upgrades and Downgrades. You may upgrade your subscription plan at any time; upgrades take effect immediately, and you will be charged on a prorated basis for the remainder of your current billing period. You may downgrade your subscription plan at any time; downgrades take effect at the beginning of the next billing cycle.

Auto-Renewal. Subscriptions automatically renew at the end of each billing period (monthly or annual, as selected) unless you cancel before the renewal date. You authorize Toolr to charge the applicable subscription fee to your payment method on file at the start of each renewal period.

Cancellation. You may cancel your subscription at any time through your account settings or by contacting Toolr support. Cancellations take effect at the end of the current billing period. No partial refunds are provided for unused portions of a subscription period.

Fees. You agree to pay all fees associated with your selected subscription plan. All fees are stated in U.S. dollars and are exclusive of applicable taxes unless otherwise specified. Toolr reserves the right to change subscription fees upon at least thirty (30) days' notice to you.

Payment Methods. Toolr accepts payment by major credit cards and other methods as indicated at checkout. By providing a payment method, you represent and warrant that you are authorized to use that payment method and authorize Toolr to charge the applicable fees.

Late Payments. If any fee is not paid by the due date, Toolr reserves the right to (a) charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less; and (b) suspend or terminate your access to the Service until the overdue amount is paid in full.

Taxes. You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities related to your subscription. Toolr will collect and remit taxes as required by applicable law.

Disputes. If you believe that Toolr has charged you incorrectly, you must contact us in writing within thirty (30) days of the invoice date. Disputes not raised within this period will be deemed waived.

You agree to use the Service only for lawful purposes and in a manner consistent with these Terms. You are solely responsible for all data, content, and activity that occurs under your account.

You agree not to, and will not allow any third party to: (a) use the Service in violation of any applicable law or regulation; (b) use the Service to transmit or distribute any material that is unlawful, defamatory, fraudulent, harassing, obscene, or otherwise objectionable; (c) attempt to gain unauthorized access to the Service or its related systems or networks; (d) interfere with or disrupt the integrity or performance of the Service; (e) attempt to reverse-engineer, decompile, or disassemble any portion of the Service; (f) use the Service to collect or harvest data about other users without their consent; (g) use the Service to send unsolicited communications of any kind.

Toolr reserves the right to investigate and take appropriate action against any party that, in Toolr's sole discretion, violates this provision, including reporting to law enforcement authorities. Toolr may suspend or terminate access to the Service for violations without prior notice.

Workforce Compliance. You acknowledge that the Service is a tool to assist with workforce management and that you remain solely responsible for compliance with all applicable employment laws, labor regulations, wage and hour requirements, and data privacy obligations in your jurisdiction.

Toolr Property. The Service and all content, features, and functionality thereof — including all software, text, displays, images, and their selection and arrangement (collectively, "Toolr Content") — are owned by Toolr, its licensors, or other providers and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

License to Use. Subject to your compliance with these Terms, Toolr grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your internal business operations during the subscription term.

Your Data. As between Toolr and you, you retain all ownership rights to the data, information, and content you submit or upload to the Service ("Customer Data"). You grant Toolr a limited, non-exclusive license to access, process, store, and use Customer Data solely as necessary to provide, maintain, and improve the Service and as described in our Privacy Policy.

Feedback. If you provide Toolr with any suggestions, recommendations, or feedback regarding the Service ("Feedback"), you grant Toolr a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback for any purpose, including incorporating it into the Service, without any obligation to you.

Toolr Trademarks. The Toolr name, logo, and all related names, logos, and product names are trademarks of Toolr, Inc. You may not use such marks without the prior written permission of Toolr.

Toolr's collection and use of personal information in connection with the Service is governed by our Privacy Policy, available at mytoolr.com/privacy, which is incorporated by reference into these Terms. By using the Service, you consent to the collection and use of your information as set forth in the Privacy Policy.

Data Processing. To the extent that Toolr processes personal data on your behalf as a data processor, Toolr will do so in accordance with its Data Processing Agreement, available upon request. You represent and warrant that you have obtained all necessary consents and provided all required notices to your employees and other individuals whose data is processed through the Service.

Data Security. Toolr implements industry-standard technical and organizational measures to protect Customer Data against unauthorized access, loss, or destruction. While we work hard to protect your data, no method of transmission or storage is 100% secure.

Data Retention. Upon termination of your subscription, Toolr will retain Customer Data for a period of sixty (60) days during which you may request a copy of your data. After this period, Toolr may delete Customer Data in accordance with its data retention policies.

Aggregate Data. Toolr may collect and use anonymized, aggregated, de-identified data derived from your use of the Service for the purposes of improving the Service, conducting research, and generating industry benchmarks, provided that such data cannot reasonably be used to identify you or any individual user.

Uptime and Availability. Toolr will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned maintenance windows, for which Toolr will provide advance notice; (b) emergency maintenance; or (c) circumstances beyond Toolr's reasonable control. Toolr does not guarantee that the Service will be uninterrupted, timely, secure, or error-free.

Service Level Commitments. Toolr targets a monthly uptime of 99.5% for paid subscriptions. Service credits may be available for verified outages exceeding this target, as described in Toolr's Service Level Agreement (SLA), available upon request for qualifying plans.

Support. Toolr provides customer support via email and in-app chat during standard business hours (Monday through Friday, 9:00 AM to 6:00 PM Central Time, excluding public holidays). Priority support is available on select plans.

Modifications. Toolr reserves the right to modify, update, or discontinue the Service or any feature thereof at any time, with or without notice. Toolr will endeavor to provide at least thirty (30) days' advance notice for significant feature removals that materially affect core functionality.

DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TOOLR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOOLR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF TOOLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGGREGATE LIABILITY CAP. TOOLR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO TOOLR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some of the above limitations may not apply to you.

Termination by You. You may terminate your account at any time by canceling your subscription through your account settings or by contacting Toolr support. Termination does not entitle you to any refund of fees already paid.

Termination by Toolr. Toolr reserves the right to suspend or terminate your access to the Service, with or without notice, for any of the following reasons: (a) you violate any provision of these Terms; (b) Toolr is required to do so by law or a court order; (c) Toolr reasonably determines that continued provision of the Service would cause harm to Toolr, the Service, or other users; (d) your subscription fees remain unpaid after the applicable grace period.

Effect of Termination. Upon termination, your right to access and use the Service will immediately cease. Toolr will provide you with a sixty (60) day window following termination to export your Customer Data. After this period, Toolr may permanently delete your Customer Data. Sections of these Terms that by their nature should survive termination will survive, including intellectual property provisions, payment obligations, disclaimers, indemnification, and limitations of liability.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

Informal Resolution. Before filing any formal legal claim, you agree to attempt to resolve any dispute informally by contacting Toolr at help@mytoolr.com. Toolr will attempt to resolve the dispute informally within thirty (30) days after receiving notice.

Binding Arbitration. If a dispute cannot be resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by JAMS under its applicable rules, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property rights.

Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive the right to participate in any class action lawsuit or class-wide arbitration.

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Toolr with respect to the Service and supersede all prior understandings, representations, and warranties.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. Toolr's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or any rights hereunder without Toolr's prior written consent. Toolr may freely assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Force Majeure. Toolr shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, government actions, or internet service disruptions.

Contact. If you have questions about these Terms, please contact us at help@mytoolr.com or write to Toolr, Inc., Attn: Legal Department.