1. ACCEPTANCE OF TERMS
(a) If you are registering or making a posting, or modifying a listing or posting, in any way, you are agreeing to comply with the TOU in effect on the day the latest date that you take any such action. If the TOU is amended subsequent to your original submission, you are agreeing to abide by the TOU in effect on the day you last modify your posting. If you are viewing, printing or otherwise accessing a posting, you are agreeing to the TOU in effect on the latest day that you access the Tough Leaf, Inc site and review, access, respond to any posting or make a proposal to license or collaborate..
(b) In addition, when using particular Tough Leaf, Inc services offered on the Tough Leaf Inc site (“Services”), you agree to abide by any applicable posted guidelines and terms for Tough Leaf Inc Services on the date of use, which may change from time to time.
(c) Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with Tough Leaf, Inc in any way, your only recourse is to immediately discontinue use of Tough Leaf, Inc and any applicable Service. This will not relieve you of your obligations under the TOU or any amounts due or payable to that may become due and payable as a result of your access to the Site.
(d) Tough Leaf, Inc has the right, but is not obligated, to strictly enforce the TOU through self-help, active investigation, litigation and prosecution.
2. MODIFICATIONS TO THIS AGREEMENT
Tough Leaf, Inc reserves the right, at its sole discretion, to change, modify or otherwise alter these and any later terms and conditions at any time. Modifications shall become effective immediately upon the posting thereof on the Tough Leaf, Inc. We strongly recommend that you review the TOU in effect when you access the Tough Leaf, Inc, post anything or otherwise access any Tough Leaf, Inc service, since changes in the terms and conditions may have become effective since your last visit to the Site. The TOU is an agreement binding upon you. It is your responsibility to keep yourself apprised of any changes. You can find the most recent version of the TOU at: https://www.ToughLeaf.com/terms-of-use
(a) You agree that all information you provide on the Site, or other postings, messages, text, files, images, graphics, photos, video, sounds, or other materials (collectively, “Content”) posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. Tough Leaf, Inc is not responsible for Content nor is it responsible for verifying the ownership or originality of the Content or whether any information or any Content therein infringes upon the intellectual property rights or other rights of any third party. Information Providers are solely and entirely responsible for each item of Content that the provider posts. By submitting any information, the Provider agrees to indemnify, defend (with counsel selected by URM) and hold harmless Tough Leaf Inc and each person that accesses or uses the submission from and against any and all claims, costs and expenses arising out of or relating to any action, claim or proceeding brought by any third party (including, without limitation, any collaborator, co-inventor, co-author, funding source or employer) and to advance defense costs to each such indemnitee as requested. The preceding sentence is intended to cover patent, trademark, unfair competition and any other type of claim that is or may be asserted, whether in law or in equity, anywhere in the world.
(b) Each community member that accesses the Site (a “Seeker”) agrees that she or he will look solely to the applicable person who provided the information or Content (a “Provider”), and not to Tough Leaf, Inc with respect to any claims arising out of or relating to Content or its infringement upon the rights of any third party.
(c) You, as a Provider or Seeker recognize and agree that Tough Leaf, Inc does not control any information or Content on the Site, and Tough Leaf Inc is not responsible for any information on the Site or any Content.
(d) The Site, any information or other Content available through the Tough Leaf, Inc Service may contain links to other websites, which are completely independent of Tough Leaf, Inc. Tough Leaf, Inc makes no representation or warranty as to the accuracy, completeness, originality, ownership, utility, use or authenticity of the information contained in any information or Content available on the Tough Leaf, Inc. or any information contained on any site to which any Information or Content is linked or makes reference.
(e) Each Seeker agrees to evaluate, use due diligence to investigate and bear all risks associated with, the use of any Information or any Content. Each Seeker understands and agrees that she, he or it may not rely on any Information or any Content without conducting independent due diligence and an evaluation, and that under no circumstances will Tough Leaf Inc be liable in any way for any Information, Content or for any loss or damage of any kind incurred as a result of the access, purchase, license, use or any other exploitation of any Information or Content posted, or otherwise made available on the Site or via the Tough Leaf, Inc Service.
(f) All information and Content on the Site are the property of their respective owners. Tough Leaf, Inc does not and is not required to verify the ownership of any information or Content. Tough Leaf, Inc does not and is not required to pre-screen or approve any information or Content. It does not and is not required to conduct patentability or infringement searches or otherwise verify claims made in any Information or Content submitted to the Site. It is the sole responsibility of Seekers to conduct any and all such inquiries.
(g) Tough Leaf, Inc shall have the right (but not the obligation) in its sole discretion, and without liability to the Information Provider, any Seeker or any third party to refuse, delete or remove any Information or Content that is submitted to the Site for any reason or without stated reason.
4. LINKED CONTENT, SITES, AND SERVICES
The Tough Leaf, Inc site and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of Tough Leaf, Inc, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.
5. SEEKERS RESPONSIBILITIES AND DUTIES WITH RESPECT TO INFORMATION AND CONTENT
(a) Your interactions with Providers, or organizations or individuals found on or through the Site or Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these organizations or individuals.
(b) You agree that Tough Leaf, Inc shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings you may have with an Information Provider or any third party or the authorized or unauthorized use of any Information or any Content.
(c) If there is a dispute between Information Providers, Seekers or any person or entity affiliated with them or having any interest in any Information or content, or with any third party, you agree that Tough Leaf, Inc is under no obligation to become involved. If you have a dispute with one or more Information Providers, Seekers or any person or entity affiliated with them or having any interest in any Information or content, or with any third party, you hereby release Tough Leaf, Inc, its directors, officers, managers, employees, agents, shareholders, successors and assigns from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any Information, Content, use, access, publication or such disputes and/or our Service.
(d) To the extent that it may be applicable, all rights under Section 1542 of the Civil Code of California are hereby expressly waived by you. Said Section reads as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
6. NOTIFICATION OF CLAIMS OF INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify URM’s agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at
Please mark your notice so that we can identify it as a notice of infringement by using the word “NOTICE OF INFRINGEMENT” in the subject line and provide Tough Leaf, Inc with the following information as part of your notice:
(i) Identify the material on the Tough Leaf, Inc site that you claim is infringing, with enough detail so that we may locate it on the website;
(ii) A statement by you that you have a good faith belief that the disputed use is not authorized by the rightful copyright owner, its agent, or the law;
(iii) A statement by you declaring under penalty of perjury that (1) you are the rightful owner of the intellectual property interest involved or that you are authorized to act on behalf of the rightful owner, and (2) the above information in your notice is complete and accurate;
(iv) Your address, telephone number, and email address; and
(v) Your physical or electronic signature.
Tough Leaf, Inc will remove the infringing posting(s), subject to the procedures outlined in the United States Digital Millennium Copyright Act (DMCA).
7. PRIVACY AND INFORMATION DISCLOSURE
(a) Each Provider agrees not to post, email, or otherwise make available information or Content:
(i) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships or on the rights of any third party;
(ii) that the information or Content are your original works, and that no third party has any rights therein (other than collaborators identified in the original submission you have made or as updated as provided in the applicable Information Provider input web page;
(iii) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way;
(iv) that is pornographic or depicts a human being engaged in actual sexual conduct including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person;
(v) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
(vi) that violates national, federal, state, or local laws, treaties or international agreements;
(vii) that impersonates any person or entity, including, but not limited to, an Tough Leaf Inc employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to Content that constitutes lawful non-deceptive parody of public figures.);
(viii) that includes personal or identifying information about another person without that person’s explicit consent;
(ix) that is false, deceptive, misleading, or provides disinformation or is misinformative;
(x) that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement;
(xi) that includes links to commercial services or web sites, except as allowed by such sites or services and as otherwise permitted under “Services”;
(xii) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law
or international treaty or international agreement or convention;
(xiii) that contains software viruses, trojan codes, disabling codes, any malicious codes, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(xiv) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Site or Service, or that otherwise negatively affects other users’ ability to access the Site or use the Service; or
(xv) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.
(xvi) that collects personal data about Seekers or other users for commercial or unlawful purposes; (b) Each Provider and each Seeker agrees that such person shall not
(i) circumvent or attempt to circumvent this TOU;
(ii) use automated means, including, but not limited to spiders, robots, crawlers, data mining tools, or the like to download data from the Site or Service – unless expressly permitted by Tough Leaf Inc on a case by case basis;
(iii) repeatedly post the same or similar information, Content, offers, messages or otherwise impose an unreasonable or disproportionately large load on the Tough Leaf Inc infrastructure;
(iv) attempt to gain unauthorized access to URM’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service, Tough Leaf, Inc computer systems or the systems of its web hosts, or the Tough Leaf Inc website; or
(v) use any form of automated device or computer program that enables the submission of postings on the Tough Leaf, Inc Site without each posting being manually (keyed) entered by the author thereof (an “automated posting device”), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals; or
(vi) use any third party agent, service or intermediary that offers to post Informations or Content to the Site or Service or to engage in any transaction with an Information Provider or Seeker.
9. NO SPAM POLICY
Each Provider agrees to notify Tough Leaf, Inc if, as and when the Information Provider or any successor or affiliate of the Information Provider enters into a transaction with respect to the Information with any Seeker, or any successor to or affiliate of an Seeker, or any third party.
11. LIMITATIONS ON SERVICE
You acknowledge that Tough Leaf, Inc may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Tough Leaf, Inc has no responsibility or liability for the deletion or failure to store any Information or Content. You agree that Tough Leaf, Inc may, in its sole discretion, at any time, and from time to time, modify or discontinue the Service (or any part thereof) with or without notice, and that Tough Leaf, Inc shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. There is no guaranty of continuous service of the Site or the Service.
12. ACCESS TO THE SERVICE
Tough Leaf, Inc grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does
not include: (a) access to the Service by any posting agents; or (b) any collection, aggregation, copying, duplication, republication,
framing, display or derivative use of the Site or of the Service nor any use of data mining, robots, spiders, or similar data gathering
and extraction tools for any purpose unless expressly permitted by Tough Leaf, Inc in an authenticated writing. A limited exception to
(b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information
for the sole purpose of displaying hyperlinks to the Site and to the Service, provided they each do so from a stable IP address or range
of IP addresses using an easily identifiable agent and comply with our policies that relate thereto. “General purpose internet
search engine” does not include a website or search engine or other service that maintains an inventor’s website, or
specializes in listings of inventions for sales or license, or in any subset of such listings, or is otherwise in the business of
promoting inventions, original informations or designs or offering any of the same for sale, license or collaboration.
Use of the Service beyond the scope of authorized access granted to you by Tough Leaf, Inc immediately terminates your permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Site or Service or any Information or Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from Tough Leaf, Inc.
13. TERMINATION OF SERVICE
You agree that Tough Leaf, Inc, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site or Service (or any part thereof), immediately and without notice, and remove and discard any Information or Content posted on the Site or within the Service, for any reason, including, without limitation, a failure to pay fees to Tough Leaf, Inc, or if Tough Leaf Inc believes that you have acted inconsistently with the letter or spirit of this TOU or have provided inaccurate information to Tough Leaf Inc concerning the Information, Content or your intended use of any Information or Content. Tough Leaf Inc may also take any or all such actions if you attempt to circumvent the terms of this TOU or fail to pay any fees due to Tough Leaf Inc when due. Further, you agree that Tough Leaf Inc shall not be liable to you or any third-party for any deactivation or termination of your access to the Site or the Service. Further, you agree not to attempt to use the Service after deactivation or termination. Sections 3, 7 and 10-20 shall survive termination.
14. PROPRIETARY RIGHTS
(a) The Site and the Service are protected to the maximum extent permitted by copyright laws and international treaties and conventions. Content displayed on the Site or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Site, Informations, Content or the collective work, and/or copying or reproducing of the Sites or any portion thereof to any other server or location or other media for further reproduction or redistribution is prohibited without the express written consent of Tough Leaf Inc in each instance. You further agree not to reproduce, duplicate or copy Content from the Site or the Service without the express written consent of Tough Leaf Inc, or as expressly permitted by this TOU and agree to abide by any and all copyright notices displayed on the Site and on the respective pages of the Service. You may not and agree not to decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. URM™ is a service mark of Tough Leaf Inc, Inc.
(b) Tough Leaf Inc does not claim ownership of information or Content posted on its Site by Information Providers.
(c) By submitting and posting information and other Content to the Site or Service, you grant, and you represent and warrant that you are over the age of 18 years and have the unrestricted right to grant, to Tough Leaf Inc a fully paid, worldwide license to make such information and Content available generally to Seekers, whether or not such publication will affect your right to file for and obtain patent protection thereon, and to use, copy, perform, display, and distribute said Information and Content and to prepare derivative works of, or incorporate into other works, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. You may revoke such license upon not less than 60 days’ prior written notice to Tough Leaf Inc. By submitting and posting information or Content to the Site or to the Service, you grant Tough Leaf Inc all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose. You recognize and agree that Tough Leaf Inc has no obligation to exercise any of such rights at any time or from time to time.
15. DISCLAIMER OF WARRANTY
YOU AGREE THAT USE OF THE Tough Leaf Inc SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE Tough Leaf Inc SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Tough Leaf Inc DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE Tough Leaf Inc SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, Tough Leaf Inc DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Tough Leaf Inc SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE Tough Leaf Inc SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, Tough Leaf Inc DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE Tough Leaf Inc SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
16. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Tough Leaf Inc BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF Tough Leaf Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE Tough Leaf Inc SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE Tough Leaf Inc SITE OR THE SERVICE, FROM INABILITY TO USE THE Tough Leaf Inc SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE Tough Leaf Inc SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE Tough Leaf Inc SITE OR THE SERVICE OR ANY LINKS ON THE Tough Leaf Inc SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE Tough Leaf Inc SITE OR THE SERVICE OR ANY LINKS ON THE Tough Leaf Inc SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
You agree to indemnify and hold Tough Leaf Inc, its directors, officers, subsidiaries, affiliates, successors, assigns, shareholders, agents, service providers, suppliers and employees, managers and members harmless from any claim or demand, including reasonable attorney fees, expenses and court/arbitration costs, made or asserted by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of this TOU, your breach of any of the representations and warranties herein, or your violation of any intellectual property, moral or other rights of another person or entity.
18. GENERALLY APPLICABLE PROVISIONS
This TOU and the Registration Agreement you signed and authenticated when you first obtained access to the Tough Leaf Inc site and Service (which is incorporated herein by reference) constitute the entire agreement between the you and Tough Leaf Inc and governs your access to the Site, posting of any Information or Content, access to the Site as a Seeker, and use of the Service. This TOU and the Registration Agreement supersedes any prior agreements between you and Tough Leaf Inc, whether written, digital, graphic or oral. The TOU, the Registration Agreement and the relationship between you and Tough Leaf Inc shall be governed by the laws of the State of New York, applicable to agreements executed and to be fully performed in such state. Conflict of laws rules that might cause the application of the laws of any other jurisdiction shall not apply. You and Tough Leaf Inc hereby submit to the personal and exclusive jurisdiction of the state and US federal courts located within the County of New York, State of New York, and the respective appellate courts to which appeals may be brought, with respect to any matter arising out of or relating to this TOU, the Registration Agreement, your relationship with Tough Leaf Inc, or the breach of this TOU or the Registration Agreement, and with respect to any matter arising out of or relating to your submission of an Information or Content, acquisition of an Information or Content, collaboration on an Information or Content, your use of the Service and all matters relating your relationship with Tough Leaf Inc as an Information Provider or Seeker and between you, as a Seeker or Information Provider and any Seeker and Information Provider utilizing the Service. To the extent that the Registration Agreement provides for arbitration, the arbitration provisions of the Registration Agreement shall apply to this TOU and to any dispute arising out of or relating to this TOU or a breach hereof. The failure of Tough Leaf Inc to exercise or enforce any right or provision of this TOU or the Registration Agreement on one or more occasions shall not constitute a waiver of such right or provision. If any provision of the TOU or the Registration Agreement is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, 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 this TOU and the Registration Agreement. The remaining provision of this TOU and the acknowledgement and agreement shall continue in full force and effect. You agree that regardless of any statute, law or international treaty or convention to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action first arose or be forever barred. Oral waivers, oral amendment and purported oral terminations of this TOU or of the Registration Agreement are void. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Tough Leaf Inc WAIVE ANY RIGHT TO TRIAL BY JURY.
19. VIOLATION OF TERMS AND DAMAGES
(a) Please report any violations of the TOU, by sending an Email to us at: email@example.com.
(b) Our failure to act with respect to a breach or threatened breach by you or others does not waive our right to act with respect to subsequent or similar breaches or threats.