Terms Agreement

Terms of Service

Please read these Terms carefully before using the Toohoo platform and our operational AI tools.

Last Updated: September 1, 2026
Key Commitments at a Glance

Agreement and Scope

These Terms form a legally binding contract between you and Toohoo Ltd.

Probabilistic AI Nature

Our AI features assist operations, but do not replace careful human review and oversight.

These Terms of Service (“Terms”) govern access to and use of the Toohoo platform and Services provided by Toohoo Ltd. (“Toohoo,” “Company,” “we,” “us,” or “our”).

1.Agreement and Scope

1.1Agreement

These Terms constitute a legally binding agreement between Toohoo and the individual or entity accessing or using the Services (“Customer,” “you,” or “your”).

If you access or use the Services on behalf of a company, organization or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case references to “Customer,” “you” and “your” refer to that entity.

1.2Acceptance

By accessing or using the Services, creating an account, accepting an Order Form or Statement of Work referencing these Terms, or otherwise indicating your acceptance of these Terms, you acknowledge that you have read, understood and agree to be bound by these Terms.

If you do not agree to these Terms, you may not access or use the Services.

1.3Additional Agreements

Certain Services may be purchased or provided under an order form, subscription agreement, statement of work, pilot agreement or other written agreement between Toohoo and the Customer (each, an “Order Form”).

These Terms, the applicable Order Form, Toohoo’s Privacy Policy, and any other terms expressly incorporated into an Order Form constitute the agreement between Toohoo and the Customer relating to the applicable Services (collectively, the “Agreement”).

If there is a conflict between these Terms and an Order Form, the Order Form will control with respect to the subject matter of that Order Form, unless expressly stated otherwise.

2.Definitions

For purposes of these Terms:

“Account” means an account through which a Customer or Authorized User accesses the Services.

“Admin User” means an Authorized User designated by the Customer with administrative permissions for the Customer’s Account.

“Authorized User” means an employee, officer, contractor, agent or other individual authorized by the Customer to access or use the Services on the Customer’s behalf.

“Customer Data” means information, communications, documents, files, content and other data submitted to, transmitted through, made available to, or otherwise processed by the Services on behalf of the Customer, including information received through integrations authorized by the Customer.

“External User” means a supplier, vendor, business partner or other external party that communicates, collaborates or otherwise interacts with a Customer or its Authorized Users through the Services.

“Services” means the Toohoo platform, websites, applications, communication and collaboration functionality, procurement and supply-chain functionality, artificial-intelligence and automation features, integrations, and related services made available by Toohoo.

“Third-Party Service” means any third-party software, platform, service, system or application connected to or used in connection with the Services, including email providers and enterprise-resource-planning (“ERP”) systems.

3.The Services

3.1Toohoo Platform

Toohoo provides a cloud-based, AI-powered platform designed to support procurement, supply-chain operations, business communications and operational collaboration.

Depending on the Customer’s subscription, configuration and enabled functionality, the Services may include functionality that:

organizes and processes supplier communications;

monitors purchase orders and related communications;

processes documents and information;

identifies confirmations, changes, exceptions, risks and other relevant events;

generates alerts, notifications, reminders and workflow information;

assists users in managing procurement and supply-chain workflows;

enables internal communication and collaboration between users;

enables communication and collaboration between organizations and their suppliers, vendors and other external business partners;

enables users to share messages, documents, files and other information;

sends communications, reminders or follow-ups based on Customer-defined configurations and permissions;

integrates with email, ERP and other business systems; and

provides artificial-intelligence, automation and related functionality.

The particular functionality available to a Customer may depend on the applicable Order Form, subscription, configuration, integrations and product version.

3.2Right to Use the Services

Subject to Customer’s compliance with the Agreement and payment of applicable fees, Toohoo grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable subscription term to permit its Authorized Users to access and use the Services for Customer’s internal business purposes.

No rights are granted except as expressly provided in the Agreement.

3.3Changes to the Services

Toohoo may modify, update or improve the Services from time to time, including by adding, modifying or discontinuing features.

Toohoo will not materially reduce the core functionality of paid Services during an applicable committed subscription term except where reasonably necessary for security, legal or regulatory reasons, changes to Third-Party Services, or circumstances outside Toohoo’s reasonable control.

3.4Free and Pilot Services

Toohoo may offer certain Services on a free, trial, beta, pilot or evaluation basis.

Unless otherwise expressly agreed in writing, such Services may contain incomplete or experimental functionality and may be modified, suspended or discontinued at any time.

Additional terms contained in an applicable Order Form or pilot agreement may apply.

4.Accounts and Authorized Users

4.1Customer Account

Customer is responsible for its Account and for all activities occurring through its Account and Authorized Users.

Customer will ensure that information provided in connection with its Account is accurate and reasonably current.

4.2Authorized Users

Customer may permit Authorized Users to access and use the Services only for Customer’s internal business purposes and in accordance with the Agreement.

Customer is responsible for the acts and omissions of its Authorized Users in connection with the Services.

Account credentials may not be shared between individuals unless expressly permitted by Toohoo.

4.3Admin Users

Admin Users may have the ability to add or remove Authorized Users, configure permissions, manage integrations, manage external connections, configure communications and automation functionality, and perform other administrative actions.

Customer is responsible for selecting its Admin Users and for actions taken by Admin Users on Customer’s behalf.

4.4Account Security

Customer and its Authorized Users are responsible for maintaining the confidentiality and security of their account credentials and devices used to access the Services.

Customer must promptly notify Toohoo at info@toohoo.io if it becomes aware of or reasonably suspects unauthorized access to its Account.

5.Customer Data

5.1Ownership of Customer Data

As between Toohoo and Customer, Customer retains all right, title and interest in and to Customer Data.

Except for the limited rights necessary to provide the Services and as otherwise expressly provided in the Agreement, these Terms do not transfer ownership of Customer Data to Toohoo.

5.2License to Process Customer Data

Customer grants Toohoo a non-exclusive, worldwide, royalty-free right during the applicable term to host, copy, transmit, process, analyze, display and otherwise use Customer Data solely as reasonably necessary to:

(a)provide, operate, maintain and secure the Services;
(b)provide support and troubleshoot the Services;
(c)perform integrations and workflows authorized by Customer;
(d)provide artificial-intelligence and automated functionality;
(e)comply with applicable law and enforce the Agreement; and
(f)improve and personalize the performance and accuracy of the Services for that specific Customer as described below.

5.3Customer-Specific Learning and Improvement

Toohoo may use Customer Data, including corrections, feedback and adjustments made by Authorized Users to outputs generated by the Services, to improve the performance and accuracy of the Services for that specific Customer.

For example, where an Authorized User corrects information extracted from a supplier communication, document or purchase-order confirmation, Toohoo may use that correction to improve subsequent processing for that Customer.

Customer-specific learning will be isolated to the applicable Customer and will not be used to train or improve models for unrelated customers.

Toohoo does not use Customer Data, including Google Workspace user data, to develop, improve or train generalized artificial-intelligence or machine-learning models for use across unrelated customers.

5.4Customer Responsibilities for Customer Data

Customer is responsible for ensuring that it has all rights, permissions and lawful bases necessary to provide or make Customer Data available to Toohoo and to permit Toohoo to process Customer Data in accordance with the Agreement.

Customer is responsible for the accuracy, quality, integrity and legality of Customer Data and for the manner in which Customer and its Authorized Users obtain and use Customer Data.

5.5Aggregated and Anonymized Information

Toohoo may collect and use information concerning the operation and use of the Services in an aggregated or anonymized form that does not identify Customer, an Authorized User, an External User or any other identifiable person.

Toohoo may use such aggregated or anonymized information to operate, analyze, improve and develop the Services, understand usage and performance, and for other legitimate business purposes.

6.Communications and Collaboration

6.1Communication Features

The Services may enable Authorized Users and External Users to communicate and collaborate through messages, conversations, shared files, attachments and other communication functionality.

Communications may occur internally within a Customer’s organization or externally between the Customer and suppliers, vendors, business partners or other parties.

6.2Customer Responsibility for Communications

Customer is responsible for communications sent by Customer and its Authorized Users through the Services and for ensuring that such communications comply with applicable law and the Agreement.

Toohoo provides the technology through which such communications may occur but is not a party to the underlying commercial, contractual or other relationship between Customer and any supplier, vendor, External User or other third party.

6.3External Users and Business Partners

Customer acknowledges that External Users are independent third parties and that Toohoo does not control and is not responsible for their acts, omissions, statements, commitments, products, services or business decisions.

The availability of communication or collaboration functionality between parties does not create an agency, partnership, joint venture or other legal relationship between Toohoo and those parties.

6.4Shared Content

When Customer or an Authorized User shares Customer Data or other content with another user or External User through the Services, the recipient may be able to access, download, save or otherwise use that information.

Customer is responsible for determining what information it chooses to share and with whom.

Toohoo is not responsible for a recipient’s use or disclosure of information after it has been lawfully shared with that recipient through the Services.

6.5Automated Communications

The Services may enable Customer to configure automated or AI-assisted communications, including reminders, follow-ups and other messages.

Customer is responsible for configuring and authorizing such functionality and for ensuring that automated communications are appropriate for Customer’s business purposes and comply with applicable law.

Toohoo does not guarantee that an automated communication will be received, read, understood or acted upon by its intended recipient.

7.Email and Third-Party Integrations

7.1Integrations

Customer may choose to connect the Services with Third-Party Services, including Google Workspace/Gmail, Microsoft Outlook/Microsoft 365, ERP systems and other business applications.

By enabling an integration, Customer authorizes Toohoo to access, receive, transmit and process information through the applicable Third-Party Service to the extent reasonably necessary to provide the functionality requested or configured by Customer.

7.2Integration Permissions

The nature and level of access may vary depending on the integration and Customer configuration.

For example, an ERP integration may be configured as one-way, allowing Toohoo to retrieve relevant information, or as two-way, also enabling information or revisions approved or authorized through the Services to be transmitted back to the ERP.

Customer is responsible for approving the applicable integration permissions and ensuring that it is authorized to provide such access.

7.3Email Integrations

Where Customer connects an email account or email service, the Services may, depending on the permissions granted and functionality enabled, access, process, analyze, create or send email communications and related information.

This may include functionality used to identify supplier responses, extract information from communications and attachments, generate alerts, track responses and send authorized reminders or follow-up communications.

Customer is responsible for determining which accounts are connected and for configuring the applicable scope, permissions and functionality.

7.4Third-Party Services

Toohoo does not control Third-Party Services.

Customer’s use of Third-Party Services is governed by the applicable third party’s terms and policies.

Toohoo is not responsible for the availability, security, functionality, modification or discontinuation of a Third-Party Service, or for any impact on the Services resulting from changes made by a third-party provider.

7.5Google Workspace Data

Where Toohoo accesses Google Workspace user data, Toohoo will process such data in accordance with its Privacy Policy and applicable Google API requirements.

Google Workspace user data will not be used to develop, improve or train generalized artificial-intelligence or machine-learning models for use across unrelated customers.

8.Artificial Intelligence and Automated Processing

8.1AI Features

The Services use artificial intelligence, machine learning, automated data extraction and other automated technologies (“AI Features”).

AI Features may be used to analyze communications and documents, extract operational information, identify events, confirmations, changes and exceptions, generate summaries and alerts, provide insights, suggest actions, assist with communications and support other workflows.

8.2Nature of AI Outputs

Customer acknowledges that artificial-intelligence and automated technologies are probabilistic and may produce inaccurate, incomplete, delayed, inconsistent or incorrect results.

AI Features may fail to detect relevant information, changes, exceptions or risks.

Outputs generated through AI Features are intended to assist users and do not replace appropriate human review, judgment or verification.

8.3Customer Review and Approval

Customer and its Authorized Users are responsible for reviewing and verifying AI-generated outputs before relying on them for material business decisions or taking actions based on them.

Where the Services provide functionality that allows information to be transmitted to an ERP or other business system, Customer is responsible for reviewing and approving such information before transmission where the applicable workflow requires user approval.

8.4Automated Actions

Certain functionality may permit Customer to configure actions to occur automatically without individual approval of each action, including reminders, follow-up communications or other workflows.

Where Customer enables such functionality, Customer authorizes Toohoo to perform those actions in accordance with Customer’s configuration.

Customer remains responsible for the configuration and business rules it selects and for ensuring that its use of automated functionality is appropriate and lawful.

8.5No Guarantee of Accuracy

Toohoo does not warrant that AI-generated outputs, extracted information, alerts, recommendations, communications or other automated processing will be error-free, complete or accurate.

Customer should not rely solely on AI Features where independent review or verification is reasonably appropriate given the nature or consequences of the relevant decision or action.

9.Acceptable Use and Restrictions

9.1Acceptable Use

Customer and its Authorized Users may use the Services only for lawful business purposes and in accordance with the Agreement.

Customer is responsible for ensuring that its use of the Services, including communications, automated workflows and integrations, complies with applicable laws and regulations.

9.2Prohibited Conduct

Customer will not, and will not permit any Authorized User or other person to:

(a)use the Services for any unlawful, fraudulent or unauthorized purpose;
(b)interfere with, disrupt or adversely affect the operation, security or integrity of the Services or any systems or networks connected to the Services;
(c)attempt to gain unauthorized access to the Services, another customer's account, or any systems, networks or data associated with the Services;
(d)introduce viruses, malware, malicious code or other harmful materials into the Services;
(e)use the Services to transmit content that infringes or misappropriates the intellectual-property, privacy, confidentiality or other rights of any person;
(f)use the Services to harass, threaten, defame or unlawfully discriminate against another person;
(g)use the communication functionality of the Services to send unlawful spam, unsolicited communications or other communications prohibited by applicable law;
(h)impersonate another person or entity or misrepresent an affiliation with another person or entity;
(i)circumvent or attempt to circumvent security, authentication, usage limitations or access controls implemented by Toohoo;
(j)reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying models, algorithms or non-public components of the Services, except to the extent such restriction is prohibited by applicable law;
(k)copy, modify, reproduce, distribute, sell, sublicense, lease or otherwise commercially exploit the Services except as expressly permitted under the Agreement;
(l)scrape, crawl or use automated means to access the Services except through functionality or APIs expressly authorized by Toohoo;
(m)access or use the Services for the purpose of building or training a competing product or service, or benchmarking the Services for competitive purposes without Toohoo's prior written consent; or
(n)use the Services in a manner that materially interferes with another user's ability to use the Services.

9.3Enforcement

Toohoo may investigate suspected violations of this Section and may restrict or suspend access to the Services where Toohoo reasonably determines that such action is necessary to protect the Services, Toohoo, its customers, users or third parties, or to comply with applicable law.

Where reasonably practicable, Toohoo will provide Customer with notice and an opportunity to address the issue.

10.Intellectual Property Rights

10.1Toohoo Technology

Toohoo and its licensors retain all right, title and interest in and to the Services and all technology, software, designs, interfaces, workflows, algorithms, models, documentation, materials and other intellectual property used to provide the Services (“Toohoo Technology”).

Except for the limited right to access and use the Services expressly granted under the Agreement, no rights in Toohoo Technology are transferred to Customer.

10.2Customer Data

Customer retains ownership of Customer Data as provided in Section 5.

Nothing in this Section changes the rights granted to Toohoo to process Customer Data in accordance with the Agreement and Toohoo's Privacy Policy.

10.3Feedback

Customer and its Authorized Users may voluntarily provide Toohoo with suggestions, ideas, comments, requests or other feedback regarding the Services (“Feedback”).

Customer grants Toohoo a worldwide, perpetual, irrevocable, royalty-free right to use, incorporate and otherwise exploit Feedback for any lawful purpose without restriction or compensation, provided that Toohoo will not publicly identify Customer as the source of Feedback without Customer's permission.

Feedback does not include Customer Data.

10.4Reservation of Rights

All rights not expressly granted under the Agreement are reserved by Toohoo and its licensors.

11.Confidentiality

11.1Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Agreement that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information or circumstances of disclosure.

Customer Confidential Information includes Customer Data.

Toohoo Confidential Information includes non-public information concerning the Services, Toohoo Technology, product plans, security information, pricing and other proprietary business or technical information.

11.2Protection of Confidential Information

The Receiving Party will:

(a)use the Disclosing Party's Confidential Information only as necessary to exercise its rights and perform its obligations under the Agreement;
(b)protect Confidential Information using at least reasonable care; and
(c)disclose Confidential Information only to its employees, contractors, professional advisers and service providers who have a need to know the information and are subject to confidentiality obligations.

11.3Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

(a)is or becomes publicly available through no breach of the Agreement;
(b)was lawfully known to the Receiving Party without confidentiality obligations before disclosure;
(c)is lawfully received from a third party without breach of a confidentiality obligation; or
(d)is independently developed without use of the Disclosing Party's Confidential Information.

11.4Required Disclosure

If the Receiving Party is required by law, regulation or legal process to disclose Confidential Information, it may do so to the extent legally required.

Where legally permitted and reasonably practicable, the Receiving Party will provide the Disclosing Party with prior notice so that the Disclosing Party may seek appropriate protective measures.

12.Privacy and Security

12.1Privacy

Toohoo will process personal data in accordance with its Privacy Policy and applicable data-protection laws.

Where Toohoo processes personal data on behalf of Customer as a processor or service provider, such processing may also be subject to a data processing agreement or other applicable contractual terms.

12.2Security

Toohoo will maintain reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, use, disclosure, alteration, destruction or loss.

Such measures may include, as appropriate, encryption in transit and at rest, access controls, authentication mechanisms, restricted personnel access, logging and monitoring, and data isolation.

12.3Customer Security Responsibilities

Customer is responsible for appropriately configuring its Account, Authorized Users, permissions and integrations and for maintaining the security of Customer-controlled systems, devices and credentials.

No method of electronic transmission or storage can be guaranteed to be completely secure.

13.Fees, Subscriptions and Payment

13.1Fees

Customer will pay the fees specified in the applicable Order Form or subscription plan.

Fees may be based on subscription level, number of users, usage, transaction or processing volume, purchase-order lines, enabled functionality, or other pricing metrics specified in the applicable Order Form.

Except as expressly provided in the Agreement, fees are non-refundable.

13.2Payment

Customer will pay invoices in accordance with the payment terms specified in the applicable Order Form.

If no payment period is specified, amounts invoiced by Toohoo will be due within thirty (30) days from the invoice date.

13.3Taxes

Fees are exclusive of applicable taxes, duties, levies and similar governmental charges unless expressly stated otherwise.

Customer is responsible for applicable taxes associated with its purchase of the Services, excluding taxes based on Toohoo's net income.

13.4Late Payment

If undisputed amounts remain unpaid after the applicable due date, Toohoo may, after providing reasonable notice, suspend Customer's access to paid Services until the outstanding amounts are paid.

Toohoo may charge interest on overdue undisputed amounts to the extent permitted by applicable law.

13.5Subscription Changes

Changes to Customer's subscription, usage limits or purchased Services will be governed by the applicable Order Form or otherwise agreed between Toohoo and Customer.

14.Supplier and Third-Party Relationships

14.1Customer's Business Relationships

Customer is solely responsible for its commercial and contractual relationships with its suppliers, vendors, customers, External Users and other business partners.

Toohoo is not a party to any purchase order, supply agreement, quotation, order confirmation, invoice, contract or other transaction between Customer and a third party merely because information relating to that transaction is processed through the Services.

14.2No Authority to Bind Parties

Unless expressly agreed otherwise in writing, Toohoo does not act as Customer's purchasing agent, procurement agent, supplier, broker or representative and has no authority to enter into agreements on behalf of Customer.

The Services may assist Customer in preparing, processing, transmitting or responding to communications and information, but Customer remains responsible for its business decisions and commitments.

14.3Supplier Information and Communications

Toohoo does not independently verify and does not guarantee the accuracy, completeness or reliability of information provided by suppliers, External Users or other third parties.

Customer is responsible for determining whether and how to rely upon such information.

15.Warranties

15.1Mutual Authority

Each party represents that it has the legal authority to enter into the Agreement and perform its obligations under it.

15.2Toohoo Warranty

Toohoo warrants that it will provide the paid Services in a professional manner substantially consistent with the applicable documentation and Agreement.

Customer's exclusive remedy for a material breach of this warranty will be for Toohoo to use commercially reasonable efforts to correct the applicable non-conformity.

15.3Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL AI FEATURES, AUTOMATED PROCESSING, ALERTS, RECOMMENDATIONS, COMMUNICATIONS AND OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TOOHOO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
TOOHOO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED.
TOOHOO DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF CUSTOMER DATA, THIRD-PARTY DATA, AI-GENERATED OUTPUTS, AUTOMATED PROCESSING OR INFORMATION PROVIDED BY SUPPLIERS OR OTHER THIRD PARTIES.

16.Pilot, Beta and Evaluation Services

If Customer receives Services on a pilot, beta, trial, early-access, proof-of-concept or evaluation basis (“Evaluation Services”), Customer acknowledges that such Services may include experimental, incomplete or pre-release functionality.

Unless otherwise expressly agreed in an Order Form, Evaluation Services are provided “AS IS” and “AS AVAILABLE,” may contain errors or limitations, and may be modified or discontinued at any time.

Toohoo does not guarantee that Evaluation Services or any particular functionality included in them will become generally available.

Nothing in this Section limits any specific commitments expressly included in an applicable paid pilot agreement or Order Form.

17.Indemnification

17.1Customer Indemnification

Customer will defend, indemnify and hold harmless Toohoo and its affiliates, officers, directors, employees and agents from and against third-party claims, damages, losses, liabilities, costs and reasonable legal fees arising from or relating to:

(a)Customer Data or Customer's provision or use of Customer Data in violation of applicable law or third-party rights;
(b)Customer's or its Authorized Users' unlawful or unauthorized use of the Services;
(c)communications or content sent, uploaded or shared by Customer or its Authorized Users through the Services;
(d)Customer's relationship, transaction or dispute with a supplier, External User or other third party; or
(e)Customer's material breach of the Agreement.

17.2Indemnification Procedure

The indemnified party will provide reasonably prompt notice of a claim for which indemnification is sought and reasonable cooperation in the defense of the claim.

The indemnifying party will control the defense and settlement of the claim, provided that it may not enter into a settlement that admits liability or imposes material non-monetary obligations on the indemnified party without the indemnified party's prior written consent.

18.Limitation of Liability

18.1Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO TOOHOO FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

If Customer is using only free Services, Toohoo's aggregate liability arising out of or relating to those free Services will not exceed US$100.

18.3Exceptions

The limitations in Sections 18.1 and 18.2 will not apply to the extent such liability cannot lawfully be limited or excluded.

Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation or other liability that cannot be excluded under applicable law.

18.4Allocation of Risk

The limitations and exclusions in this Section reflect the allocation of risk between the parties and form an essential basis of the Agreement.

19.Term and Termination

19.1Term

These Terms begin when Customer first accepts them or accesses the Services and continue until the Agreement is terminated or all applicable subscriptions have expired.

The term of a paid subscription will be specified in the applicable Order Form.

19.2Renewal

Renewal terms, including any automatic renewal, will be governed by the applicable Order Form.

Unless otherwise specified in the applicable Order Form, each paid subscription will automatically renew for successive periods equal to the then-current subscription term.

Either party may prevent renewal by providing written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term.

Any renewal will be subject to the fees applicable to the renewal term, as specified in the applicable Order Form or otherwise communicated to Customer in accordance with the Agreement.

19.3Termination by Customer

Customer may terminate a month-to-month subscription in accordance with the cancellation terms applicable to that subscription.

If Customer has entered into an Order Form containing a minimum subscription or commitment period, Customer remains responsible for that commitment unless the Order Form expressly provides otherwise.

19.4Termination for Cause

Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach.

If a breach is incapable of cure, termination may take effect upon written notice.

19.5Suspension

Toohoo may suspend Customer's or an Authorized User's access to all or part of the Services if Toohoo reasonably determines that:

(a)Customer has materially breached the Agreement;
(b)Customer has failed to pay undisputed amounts when due following applicable notice;
(c)use of the Services creates a material security risk;
(d)Customer's use of the Services may violate applicable law or third-party rights; or
(e)suspension is reasonably necessary to prevent material harm to Toohoo, the Services, Customer or another person.

Where reasonably practicable, Toohoo will provide notice of the suspension and work with Customer to restore access once the underlying issue has been resolved.

19.6Effect of Termination

Upon expiration or termination of the applicable subscription:

(a)Customer's right to access and use the applicable paid Services will end;
(b)Customer will pay all amounts accrued and due under the Agreement;
(c)each party will remain responsible for obligations accrued before termination; and
(d)provisions that by their nature should survive termination will remain in effect.

19.7Customer Data Following Termination

Following expiration or termination, Toohoo may make Customer Data available for export or retrieval for a reasonable period where provided by the applicable Service, Order Form or otherwise agreed with Customer.

Thereafter, Toohoo may delete Customer Data in accordance with its data-retention practices, Privacy Policy, applicable contractual obligations and applicable law.

Customer is responsible for exporting Customer Data it wishes to retain before the applicable deletion period expires.

Customer Data may remain in secure backup systems for a limited period following deletion.

20.Modifications to These Terms

Toohoo may update these Terms from time to time to reflect changes to the Services, applicable law, security requirements or business practices.

The “Last Updated” date at the top of these Terms indicates when they were most recently revised.

For material changes affecting existing paid Customers, Toohoo will provide reasonable notice where required by applicable law or the Agreement.

Unless a change is required sooner for legal, regulatory or security reasons, a material change will not retroactively reduce Customer's contractual rights during an existing committed subscription term.

Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by applicable law.

21.General

21.1Governing Law and Jurisdiction

The Agreement and any dispute arising out of or relating to it will be governed by the laws of the State of Israel, without regard to conflict-of-laws principles.

The competent courts located in Tel Aviv-Jaffa, Israel will have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party submits to the jurisdiction of those courts.

21.2Notices

Toohoo may provide notices relating to the Services or Agreement by email to the address associated with Customer's Account, through the Services, or through another reasonable electronic method.

Formal legal notices to Toohoo should be sent to info@toohoo.io, unless an applicable Order Form specifies another notice address.

21.3Assignment

Customer may not assign or transfer the Agreement without Toohoo's prior written consent, except in connection with a merger, reorganization or sale of substantially all of Customer's assets or business to which the Agreement relates, provided that the assignee agrees to be bound by the Agreement.

Toohoo may assign the Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets or similar transaction.

21.4Force Majeure

Neither party will be liable for delay or failure to perform its obligations, other than payment obligations, resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental actions, labor disputes, internet or telecommunications failures, utility failures, cyberattacks, failures of third-party infrastructure or other similar events.

21.5Independent Contractors

The parties are independent contractors.

Nothing in the Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

21.6No Third-Party Beneficiaries

Except as expressly provided in the Agreement, the Agreement does not create rights enforceable by any third party.

21.7Waiver

A party's failure or delay in exercising a right under the Agreement does not waive that right.

A waiver is effective only if made in writing by the party granting it.

21.8Severability

If any provision of the Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in effect.

21.9Entire Agreement

The Agreement constitutes the entire agreement between Toohoo and Customer concerning its subject matter and supersedes prior or contemporaneous agreements, communications and understandings concerning that subject matter, except for agreements expressly incorporated into or preserved by an applicable Order Form.

21.10Order of Precedence

In the event of a conflict among documents forming the Agreement, the following order of precedence will apply unless expressly stated otherwise:

the applicable Order Form or other agreement expressly signed by Toohoo and Customer;

any applicable Data Processing Agreement;

these Terms; and

policies or other documents incorporated by reference.

21.11Electronic Agreement

The Agreement may be accepted electronically.

Electronic acceptance, signatures and records will have the same effect as physical signatures and records to the extent permitted by applicable law.

21.12Survival

Sections concerning Customer Data, intellectual property, confidentiality, fees owed, disclaimers, indemnification, limitation of liability, effects of termination and any other provisions that by their nature are intended to survive will survive expiration or termination of the Agreement.

22.Contact

If you have any questions about these Terms, please contact us at info@toohoo.io