Terms of Acceptable Use
These Terms of Acceptable Use (the “Terms of Use”), effective as of the date of your acceptance of these Terms of Use (the “Effective Date”), are by and between TRN Ventures, LLC, a business based in the United States (“COMPANY”), and You (“User”). Your use of the Website (as hereinafter defined) is predicated upon and strictly limited to Your adherence to these Terms of Use.
COMPANY PROVIDES THE WEBSITE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THEM. BY ACCESSING OR USING THE WEBSITE, USER (A) ACCEPTS THESE TERMS AND AGREES TO BE LEGALLY BOUND BY THEM; AND (B) REPRESENTS THAT USER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF USER DOES NOT AGREE TO THESE TERMS, USER MAY NOT ACCESS OR USE THE WEBSITE.
1. Definitions.
“Effective Date” has the meaning set forth in the preamble of these Terms of Acceptable Use.
“COMPANY Materials” means the Website and any and all other information, data, and other content provided by COMPANY in connection with the Website.
“Content” means any and all text, graphics, images, audio, video, software, data, articles, blog posts, book excerpts, and other information or materials available on the Website.
“Intellectual Property Rights” means any and all rights now known or hereafter existing under patent law, copyright law, trade secret law, trademark law, or any similar intellectual property or proprietary rights anywhere in the world.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Personal Information” means information that identifies an individual, including names, email addresses, phone numbers, and postal address, as further described in COMPANY’s Privacy Policy.
“Website” means the website located at torinook.com, including all webpages, content, features, and services accessible through the website, such as product listings, e-commerce functionality, podcasts, and any related mobile optimized or app versions of the website.
“Terms of Use” has the meaning set forth in the preamble.
“Third-Party Materials” means materials and information in any form or medium that are not proprietary to COMPANY, including content accessible through the Website.
“User” means any individual end user who accesses or uses the Website under these Terms of Use.
2. Website.
2.1 Access and Use. Subject to and conditioned on User’s compliance with the terms and conditions of these Terms of Use, COMPANY hereby grants User a revocable, non-exclusive, non-transferable right to access and use the Website during the Term, solely in accordance with the terms and conditions herein. Such use is limited to User’s personal purposes. User agrees to abide by the terms of these Terms of Use and all applicable local, state, national, and foreign laws and regulations in connection with the Website. User is solely responsible for ensuring that use of the Website does not violate the rights of any individual, applicable laws, or related third-party policies. User agrees that it will not: (a) use the Website to send, transmit, or submit (via contract or otherwise) any: (i) unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of unsolicited communication, commercial or otherwise; (ii) unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, vulgar, obscene or otherwise objectionable content or material of any kind; (iii) material that infringes or violates any intellectual property or other rights of COMPANY or third parties; or (iv) material that contains software viruses or other harmful or deleterious computer code, files or programs such as so-called Trojan horses, worms, time bombs, or cancelbots or other Harmful Code; (b) harvest or collect information about other users of the Website or use such information for the purpose of transmitting or facilitating the transmission of unsolicited bulk electronic mail or communications; (c) interfere with or disrupt servers or networks connected to the Website or violate any regulations, policies or procedures of such networks; (d) attempt to gain unauthorized access to the Website computer systems or networks connected to the Website, through hacking or any other means; or (e) intentionally interfere with another User’s use and enjoyment of the Website. Violation of these obligations or engagement in harmful conduct may result in immediate termination of access to the Website.
2.2 Content License. COMPANY hereby grants to User a non-exclusive, non-sublicensable, non-transferable license to access, read, and display Content provided on the Website during the Term solely for User’s personal purposes in connection with use of the Website.
2.3 Website Operation and Reliance. Except as otherwise expressly provided in these Terms of Use, as between the parties:
(a) COMPANY has and will retain sole control over the operation, provision, maintenance, and management of the Website; and
(b) User acknowledges that the Content on the Website is for informational purposes only. User is solely responsible for their own reliance on any information, opinions, or advice provided on the Website. COMPANY is not responsible for any decisions made based on such information.
2.4 Reservation of Rights. Except as explicitly stated herein, nothing in these Terms of Use grants any right, title, or interest in or to (including any license under any Intellectual Property Rights in or relating to) the Website, COMPANY Materials, User Content, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Website, the COMPANY Materials, and the Third-Party Materials are and will remain with COMPANY and the respective rights holders in the Third-Party Materials.
2.5 Changes. COMPANY reserves the right, in its sole discretion, to make any changes to the Website and COMPANY Materials that it deems necessary or useful. COMPANY may modify, suspend, or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content.
2.6 Suspension or Termination of the Website. COMPANY may suspend, terminate, or otherwise deny User’s access to or use of all or any part of the Website or COMPANY Materials at any time or for any reason, with or without notice, including if COMPANY believes, in its reasonable discretion, that User has failed to comply with any term of these Terms of Use. This Section does not limit COMPANY’s other rights or remedies, whether at law, in equity, or under these Terms and Conditions.
2.7 Third Party Content. COMPANY may, through the Website, provide access to links, Third-Party Materials and Affiliate Links (as defined below). COMPANY does not endorse, control, or assume any responsibility for the accuracy, legality, or appropriateness of any Third-Party Materials accessed through such links. Any purchase made through a third-party link (e.g., Amazon) is a transaction solely between User and that third party. User acknowledges that any reliance on such materials is at User’s own risk, and COMPANY disclaims any liability arising from such materials.
2.8 Affiliate Links and Earnings Disclosure. As an Amazon Associate, COMPANY may earn from qualifying purchases. The Website contains affiliate links, meaning if the User clicks on certain links and purchases products, COMPANY may receive a commission at no additional cost to the User.
2.9 Monitoring and Enforcement. COMPANY reserves the right, but does not assume any obligation, to monitor all activity, on or through the Website. If COMPANY, in its sole judgment, determines that any usage, activity, or content constitutes a violation of these Terms of Use, COMPANY may, without prior notice, take any action it deems appropriate, including removal or modification of content, suspension or termination of User’s access, or referral to law enforcement agencies as warranted.
2.10 User Reporting. Users are encouraged to report to COMPANY any misuse of the Website or any other action that contravenes these Terms of Use. Reports may be submitted by contacting COMPANY at hello@torinook.com. COMPANY will review submitted reports and, at its sole discretion, determine and implement the appropriate course of action. COMPANY will investigate and take appropriate action, but is not obliged to disclose investigation outcomes, nor liable for any delay or failure to remove content.
3. Prohibited Uses.
3.1 Use Restrictions. User shall not, and shall not permit any other Person to, access or use the Website or COMPANY Materials except as expressly permitted by these Terms of Use and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, User shall not:
(a) copy, modify, or create derivative works or improvements of the Website or COMPANY Materials;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website or COMPANY Materials to any Person for any commercial purpose;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Website;
(d) bypass or breach any security device or protection used by the Website;
(e) input, upload, transmit, or otherwise provide to or through the Website, any information or materials that contain, transmit, or activate any harmful code or that are unlawful, including viruses, worms, malware, or any other code harmful to systems or data;
(f) input, upload, post, share, or transmit through the Website, via contact forms, or email, any content that is defamatory, harassing, abusive, threatening, obscene, or otherwise inappropriate;
(g) upload, transmit, or share any copyrighted, proprietary, or unlicensed content, including but not limited to audio or video recordings, unless the user owns the rights or has obtained all necessary permissions;
(h) use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission;
(i) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Website;
(j) remove, delete, alter, or obscure any trademarks, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Website or COMPANY Materials;
(k) access or use the Website or COMPANY Materials in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Website User, or that violates any applicable Law;
(l) access or use the Website or COMPANY Materials for purposes of competitive analysis of the Website or COMPANY Materials, the development, provision, or use of a competing software service or product or any other purpose that is to COMPANY’s detriment or commercial disadvantage; or
(m) otherwise access or use the Website or COMPANY Materials beyond the scope of the authorization granted under this Section 3.1.
3.2 User Submissions. By submitting any inquiries, feedback, suggestions, or other content (“Submissions”) to the Website (via contact forms or email), User grants to COMPANY a non-exclusive, worldwide, royalty-free, fully paid, perpetual license to use such Submissions for the purpose of responding to your inquiries and improving our services. User warrants that: (a) User is the owner or has all necessary rights to grant COMPANY the license described herein, and (b) submission and use of Submissions will not infringe or violate any third party’s Intellectual Property Rights.
User agrees to indemnify, defend, and hold harmless COMPANY and its affiliates, and their respective directors, officers, employees, and agents, from and against any claims arising out of any Submission that violates these Terms.
All materials provided by User must comply with the Acceptable Use provisions and must not be unlawful, defamatory, obscene, offensive, harassing, or otherwise objectionable.
3.3 Speaking Engagement Inquiries. Submission of a speaking engagement inquiry through the Website does not constitute a binding agreement. All speaking engagements are subject to
availability and require a separate written contract signed by both parties that will detail fees, dates, scope of services, cancellation terms, and other material conditions.
3.4 Communications and Feedback. The Website allows Users to communicate with COMPANY, via contact forms or email. User agrees to communicate in a polite, professional, and lawful manner, and to refrain from using abusive, harassing, threatening, or otherwise inappropriate language. While COMPANY handles personal information according to COMPANY’s Privacy Policy, any suggestions, ideas, or feedback User provides regarding the Website or products (“Feedback”) shall be deemed non-confidential, and COMPANY shall be free to use such Feedback for any purpose without compensation or obligation to User. COMPANY reserves the right to block communications from any User violating this section.
4. Contact Information.
4.1 If User has any questions or concerns regarding the Website or these Terms, please contact us at hello@torinook.com. We will make reasonable efforts to address your inquiries but make no guarantees regarding response times.
5. Privacy and Security.
5.1 Device Security. User has and will retain sole responsibility for all User Devices and networks used to access the Website.
5.2 Data Security. Please review Website’s Privacy Policy, which is incorporated into these Terms, to understand how information is used and collected. While reasonable security measures are implemented, User acknowledges that no method of transmission over the Internet is 100% secure, and Company cannot guarantee absolute security.
6. Fees.
Access to the Website is currently provided at no cost. User acknowledges that if they purchase products through third-party affiliate links (e.g., Amazon), they are responsible to paying the third party directly according to that third party’s terms and pricing.
7. Electronic Communications
7.1 Communications. Visiting the Website or sending emails to COMPANY constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing.
7.2 Email Newsletters. By subscribing to COMPANY’s newsletter, User consents to receive periodic marketing emails from COMPANY. User may unsubscribe at any time by clicking the “unsubscribe” link in any email or by contacting us at hello@torinook.com. COMPANY handles all personal information according to the Privacy Policy.
8. Intellectual Property Rights.
8.1 Website Content. All right, title, and interest in and to the Website and all Content are and will remain with COMPANY. The compilation of all Content on this Website is the exclusive property of COMPANY. User has no right, license, or authorization with respect to any of the Content except as expressly set forth in these Terms.
8.2 Surviving Terms. The provisions set forth in this Section 8, and the sections titles “Limitation of Liability,” “Indemnification,” and “Disclaimer of Warranties” will survive any expiration or termination of these Terms of Use.
9. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
9.1 IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE WEBSITE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS OR DAMAGES RESULTING FROM RELIANCE ON ANY CONTENT OR ADVICE ON THE WEBSITE; LOSS OR DAMAGES ARISING FROM PRODUCTS PURCHASED VIA AFFILIATE LINKS; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 IN NO EVENT WILL COMPANY’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS.
9.3 THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAW, RULE OR REGULATION, INCLUDING WITHOUT LIMITATION LAWS RELATED TO PROCESSING OF USER DATA OR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.
10. Disclaimer or Warranties.
10.1 THE WEBSITE AND ALL CONTENT 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, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE WEBSITE’S CONTENT OR ANY PRODUCTS LINKED THROUGH AFFILIATE LINKS. ANY RELIANCE ON SUCH CONTENT IS STRICTLY AT YOUR OWN RISK.
11. Indemnification.
User agrees to indemnify, defend, and hold harmless COMPANY and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (a) User’s use of the Website; (b) User’s violation of these Terms; (c) User’s violation of any third-party rights, including intellectual property rights; or (d) any Submission User provides to the Website.
12. Miscellaneous.
12.1 Interpretation. For purposes of these Terms of Use: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms of Use as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms of Use: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, these Terms of Use; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms of Use to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms of Use to the same extent as if they were set forth verbatim herein.
12.2 Headings. The headings in these Terms of Use are for reference only and do not affect the interpretation of these Terms of Use.
12.3 Entire Agreement. These Terms of Use, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms of Use and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Use, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, these Terms of Use, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to these Terms of Use as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
12.4 Force Majeure. COMPANY shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, flood, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
12.5 Equitable Relief. User acknowledges and agrees that a breach or threatened breach by User of any of its obligations under these Terms may cause COMPANY irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, COMPANY will be entitled to pursue equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
12.6 Changes to Terms. COMPANY reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on the Website. User’s continued use of the Website after changes are posted constitutes acceptance of the modified Terms. COMPANY encourages User to review these Terms periodically.
12.7 Governing Law; Submission to Jurisdiction. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Ohio without regard to any principles governing the conflict of laws. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Cleveland and County of Cuyahoga, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.