Terms and Conditions of Use

Welcome to the Torinity.com website (the “Torinity.com Site”), a website owned and operated by Torinity, LLC
(“Torinity”).

PART 1
The terms and conditions stated below, along with the policies and guidelines located throughout the Torinity.com Site (collectively herein the “Terms of Use”) identify what you, as a user of the Torinity.com Site (“you” or “User”) can expect from Torinity, LLC, its parent, subsidiaries, and affiliates (together referred to herein as “Torinity”), and/or persons who provide products or services to Torinity customers either directly or through the Torinity.com Site (“Torinity.com Providers”) and what Torinity in turn expects from Users. By visiting any area on the Torinity.com Site, creating an account, making a purchase via the Torinity.com Site, downloading a Torinity retail software application (“Torinity Software”)from the Torinity.com Site, joining any Torinity online interactive community, posting a review or creating a profile, or otherwise joining, viewing, visiting or contributing to Torinity user forums or interactive features (“User Created Content”) (all of the foregoing are sometimes referred to in this document as the “Torinity.com Services”), a User is deemed to have accepted the Terms of Use. If you do not agree to be bound by these Terms of Use and to follow all applicable laws, you should leave the Torinity.com Site immediately.
Separate terms and conditions apply to the purchase, download and use of digital content such as software applications, books and videos (“Digital Content”). To review the Terms of Service for Digital Content see Part 2 below.

I. LICENSES AND RESTRICTIONS
II. TRADEMARKS
III. CONTENT
IV. EXPORT
V. PRICES
VI. RISK OF LOSS
VII. PRODUCT DESCRIPTIONS
VIII. AGE OF USERS
IX. TERMINATION OF USAGE
X. INDEMNITY
XI. PASSWORD AND ACCOUNT SECURITY
XII. INTENTIONALLY OMITTED
XIII. NOTICES
XIV. DISCLAIMERS AND LIMITATION OF LIABILITY
XV. SEVERABILITY
XVI. APPLICABLE LAW; JURISDICTION
XVII. DISPUTE RESOLUTION
XVIII. DIGITAL MILLENIUM COPYRIGHT ACT
XIX. ADDITIONAL TERMS AND CONDITIONS
XX. ACKNOWLEDGMENT
XXI. MODIFICATION

I. LICENSES AND RESTRICTIONS
Torinity grants the User a limited, nonexclusive, revocable license to access and make personal, non-commercial use (unless User has a business relationship with Torinity) of the Torinity.com Site and its contents, which includes Torinity Software. Torinity further grants the User a limited, nonexclusive and revocable right to create a hyperlink to the Torinity.com Site so long as the link does not portray Torinity, its subsidiaries, and affiliates, or their respective products or services in a false, misleading, derogatory, or otherwise offensive matter.
The foregoing licenses do not include any rights to:
• modify, download (other than page caching, reproduce, copy, or resell the Torinity.com Site, the Content or any portion or derivative thereof);
• commercially use the Torinity.com Site, the Content or any portion derivative thereof (unless User has a business relationship with Torinity);
• copy or download any User’s account or profile information for the benefit of any third party;
• enable high volume, automated, electronic processes that apply to the Torinity.com Site or its systems, the Content or any portion or derivative thereof;
• use any robot, spider, data miner, crawler, scraper or other automated means to access or index the Torinity.com Site or its systems, the Content or any portion or derivative thereof for any purpose;
• interfere or attempt to interfere with the proper working of the Torinity.com Site;
• bypass any measures used by Torinity to prevent or restrict access to any portion of the Site, the Content or any portion or derivative thereof;
• frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Torinity;
• use Torinity’s name, trademarks, services marks or logos in any meta tags or any other “hidden text” or
• compile, repackage, disseminate or otherwise use data extracted from the Torinity.com Site.
The foregoing are expressly prohibited; the right to do any of the foregoing shall require Torinity’s express written consent (which may include a written agreement signed by an authorized representative of Torinity). Any unauthorized use of the Torinity.com Site, the Content or any portion or derivative thereof shall terminate any license or permission granted by Torinity.

II. TRADEMARKS
Torinity, or its parent, subsidiaries, or affiliates, or third parties from whom Torinity has permission, own the trademarks or service marks that are used on the Torinity.com Site. All rights are reserved. These and other graphics, logos, service marks, trademarks and trade dress of Torinity and its licensors may not be used without prior written consent of Torinity or its licensor, as the case may be. Without limiting the foregoing, no Torinity trademark or trade dress may be used in connection with any product or service that is not Torinity’s, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits Torinity.

III. CONTENT
Proprietary Rights
User acknowledges that the Torinity.com Site contains Content, that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is or may be copyrighted as a collective work under the U.S. copyright laws, and Torinity owns a copyright in the selection, coordination, arrangement, and enhancement of such Content on the Torinity.com Site. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any such Content, in whole or in part. If no specific restrictions are displayed, Users may make copies of select portions of the Content, provided that the copies are made only for User’s personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), User may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other property right. In addition to the foregoing, use of any software Content shall be governed by these terms and any software license agreement accompanying such software.

Third-Party Content
Torinity is a distributor and not a publisher of Content on the Torinity.com Site that is supplied by third parties and Users. Torinity has no editorial control over such Content. Torinity is not obligated to review such Content. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content, expressed or made available by third parties, including any other User, are those of the respective authors or distributors and not of Torinity or any Torinity.com Provider, unless expressly stated otherwise. Neither Torinity nor any Torinity.com Provider makes any representation, warranty or guarantee on the accuracy, completeness, or usefulness of any third party Content unless otherwise expressly stated. In many instances, the Content, available through the Torinity.com Site represents the opinions and judgments of the third party that provides such Content. Under no circumstance shall either Torinity or any Torinity.com Provider be liable for any loss, damage or harm caused by a User’s reliance on information obtained through the Torinity.com Site. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of the information, opinion, advice, or Content, including User Created Content, available through the Torinity.com Site.

IV. EXPORT
Any software distributed by Torinity is “commercial computer software” or “commercial computer software documentation.” The U.S. Government’s rights with respect to the Torinity Software are limited by these Terms and Conditions of Use, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable. User agrees that by installing, copying, or otherwise using the Torinity Software and the Torinity.com Site that: (i) User does not reside in a country subject to embargo or export controls by the U.S. Government; (ii) User is not on the List of Denied Persons as published by the U.S. government; and (iii) User will not use the Torinity Software or the Torinity.com Site for any illegal purpose. Because the Torinity Software, the Torinity.com Site, and related technical data are subject to U.S. export controls, User agrees that User shall not upload, export or “re-export” (transfer) the Torinity Software or any Content, unless User has complied with all applicable U.S. export controls.

V. PRICES
The price for an item on the Torinity.com Site may differ from the price shown in a User’s shopping cart and it is possible that such price may increase or decrease between the time the item is placed in a shopping cart and the time that the purchase is actually made. On rare occasions, an item may be priced incorrectly on the Torinity.com Site. If the price for the item on the Torinity.com Site is incorrect and is actually higher than the price provided at the time of purchase, then, at the sole discretion of Torinity, Torinity may either (i) contact the User for instructions before shipping the item or charging the User for such item; (ii) cancel the order for such item and notify the User of such cancellation; or (iii) ship the item at the incorrect price to the benefit of the User.

VI. RISK OF LOSS
The risk of loss and title for all items purchased via the Torinity.com Site pass to the User upon delivery of the item to the carrier.

VII. PRODUCT DESCRIPTION
The items offered for sale on the Torinity.com Site not published by Torinity contain descriptions that are provided directly by the publisher, manufacturer, developer or distributor of such item. Torinity does not represent or warrant that the descriptions of such items are accurate or complete. IF A USER PURCHASES AN ITEM FROM TORINITY THAT IS NOT AS DESCRIBED ON THE TORINITY.COM SITE, THE USER’S SOLE AND EXCLUSIVE REMEDY IS TO RETURN SUCH ITEM IN AN UNUSED CONDITION FOR A REFUND OF THE PURCHASE PRICE, WHETHER PUBLISHED BY TORINITY OR A THIRD PARTY.

VIII. AGE OF USERS
Our products and services are marketed for and directed towards purchase by adults or with the consent of adults. Individuals under the age of 18 (“Minors”) are not permitted to use Torinity websites without the supervision of a parent or legal guardian. Furthermore, we do not knowingly collect or solicit personal information from children under the age of 13 or knowingly allow such persons to register for an online account or to post personal information on our websites. Should we learn that someone under the age of 13 has provided any personal information to or on any of the Torinity websites, we will remove that information as soon as possible.

IX. TERMINATION OF USAGE
Torinity may issue a warning, temporarily suspend, indefinitely suspend or terminate any User’s right to use or access all or any part of the Torinity.com Site including any account thereon, without notice, for any reason in Torinity’s sole discretion, including without limitation violation of the Terms of Use, Torinity’s belief that such access would violate any applicable law or would be harmful to the interests of, or potentially cause financial loss or legal liability to, Torinity, any Torinity.com Provider or another User.
In certain cases, in Torinity’s sole discretion, Torinity may provide written notice (a “Restriction Notice”) to a User (a “Restricted User”) to inform such Restricted User that (i) his or her right to use or access any part of the Torinity.com Site has been terminated including the right to use, access or create any account thereon; (ii) that Torinity refuses to provide any services to such Restricted User; and (iii) any subsequent orders placed by a Restricted User will be subject to cancellation. Other conditions may apply and shall be set forth in the Restriction Notice.

X. INDEMNITY
User agrees to indemnify and hold Torinity and each Torinity.com Provider harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of such User’s use of the Torinity.com Site, the Torinity.com Services, breach of the Terms of Use or User’s violation of any law or the rights of a third party.

XI. PASSWORD AND ACCOUNT SECURITY
Every User that has an account on the Torinity.com Site is responsible for (i) keeping his or her account password confidential and secured, (ii) avoiding unauthorized access to such User’s computer; and (iii) keeping the e-mail address associated with that account current (User acknowledges that it is important to keep the e-mail address associated with his or her account current because although the User may be able to log into his or her Torinity account using an old e-mail address, such User will not receive messages from Torinity about his or her orders and inquiries or other matters).
User accepts full responsibility for all activities that occur within such User’s Torinity account.

XII. INTENTIONALLY OMITTED

XIII. NOTICES
User consents to receive electronic communications from Torinity, whether addressed to the e-mail address associated with such User’s Torinity account or posted on the Torinity.com Site. User acknowledges and agrees that any communication via e-mail or by postings on this Torinity.com Site satisfies any legal requirement that such communications be made in writing.

XIV. DISCLAIMERS AND LIMITATION OF LIABILITY
Torinity is not responsible for and makes no warranties, express or implied, as to any Content appearing on or accessed through the Site, including without limitation, User reviews or other User Created Content posted on the Torinity.com Site or through the Torinity.com Services, whether caused by Users of the Torinity.com Site or the Torinity.com Services or by any of the equipment or programming associated with or utilized in the Torinity.com Site or the Torinity.com Services, including the Torinity Software. Content, including User Created Content, does not necessarily reflect the opinions or policies of Torinity. Profiles and third party applications created and posted by Users on the Torinity.com Site may contain links to other websites. Torinity is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Torinity. Inclusion of any linked website on the Torinity.com Services does not imply approval or endorsement of the linked website by Torinity. When you access these third party sites, you do so at your own risk. Torinity takes no responsibility for third party advertisements or third party applications that are posted on or through the Torinity.com Site or the Torinity.com Services, nor does it take any responsibility for the goods or services provided by its advertisers. Torinity is not responsible for the conduct, whether online or offline, of any User of the Torinity.com Site or the Torinity.com Services. Torinity assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. Torinity is not responsible for any problems or technical malfunction of the Torinity Software, or any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet or on any of the Torinity.com Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Torinity.com Site or Services. Under no circumstances shall Torinity be responsible for any loss or damage, including personal injury or death, resulting from use of the Torinity.com Site or Services, from any Content, including User Created Content, posted on or through the Torinity.com Services, from the Torinity Software, or from the conduct of any Users of the Torinity.com Site or Torinity.com Services, whether online or offline.

The Torinity.com Site and the Torinity Software are provided by Torinity on an “as is” and “as available” basis. To the fullest extent permissible by applicable law, each Torinity.com Provider disclaims all implied warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

Without limiting the foregoing, neither Torinity nor any Torinity.com Provider makes any representation or warranty of any kind, express or implied: (i) as to the operation of the Torinity.com Site, or the information, Content, including User Created Content, the Torinity Software, and materials or products included thereon; (ii) that the Torinity.com Site or the Torinity Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information, Content, including User Created Content, service, the Torinity Software, or merchandise provided through the Torinity.com Site; or (iv) that the Torinity.com Site, its servers, the Torinity Software, Content, including User Created Content, or e-mails sent from or on behalf of Torinity are free of viruses, scripts, trojan horses, worms or other harmful components.

Torinity does not guarantee the continuous, uninterrupted or secure access to the Torinity.com Site, the Torinity Software, or any related services. The operation of the Torinity.com Site and the Torinity Software may be interfered with by numerous factors outside the control of Torinity.
Under no circumstances shall Torinity or any Torinity.com Provider be liable for any damages that result from the use of or inability to use the Torinity.com Site, including but not limited to reliance by a User on any information obtained from the Torinity.com Site or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access to Torinity’s records, programs, or services. User hereby acknowledges that this paragraph shall apply to all Content, including User Created Content, the Torinity Software, merchandise, and services available through the Torinity.com Site.

Neither Torinity nor any Torinity.com Provider will be liable for any indirect, incidental, special or consequential damages arising from the use of the Torinity.com Site, the Torinity Software, or the purchase or download of any Content, or product therefrom, even if Torinity or any Torinity.com Provider have been advised of the possibility of such damages.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to a User, some or all of the above disclaimers, exclusions, or limitations may not apply to such User, and such User may have additional rights.

XV. SEVERABILITY
The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. The failure of Torinity to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

XVI. APPLICABLE LAW; JURISDICTION
The Torinity.com Site is created and controlled by Torinity in the State of Georgia. The laws of the State of Georgia will govern the Terms of Use, without giving effect to any principles of conflicts of laws.
Each of Torinity and User agrees to submit to the nonexclusive personal jurisdiction of the courts located within Fulton County, Georgia and waives any objection to the laying of venue of any litigation in said courts.

XVII. DISPUTE RESOLUTION
Any claim or controversy at law or equity that arises out of the Terms of Use, the Torinity.com Site or any Torinity.com Service (each a “Claim”), shall be resolved through binding arbitration conducted by telephone, online or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Alternatively, at Torinity’s sole option, a Claim (including Claims for injunctive or other equitable relief) may be adjudicated by a court of competent jurisdiction located in Fulton County, Georgia.
Any Claim shall be arbitrated or litigated, as the case may be, on an individual basis and shall not be consolidated with any Claim of any other party whether through class action proceedings, class arbitration proceedings or otherwise.

You are solely responsible for your interactions with other Users. Torinity reserves the right, but has no obligation, to become involved in any way with disputes between you and other Users.
Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation (including but not limited to any claims, counterclaims, cross-claims, or third party claims) arising out of, under or in connection with these Terms of Use. Further, each party hereto certifies that no representative or agent of either party has represented, expressly or otherwise, that such party would not in the event of such litigation, seek to enforce this waiver of right to jury trial provision. Each of the parties acknowledges that this section is a material inducement for the other party entering into these Terms of Use.

XVIII. DIGITAL MILLENNIUM COPYRIGHT ACT.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Torinity, including User Created Content, infringe your copyright, you (or your agent) may send Torinity a notice requesting that the material be removed or access to it blocked. The notice must include the following information (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Torinity to locate the material on the Torinity Site; (d) the name, address, telephone number and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Torinity a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to this website should be sent to: , Copyright Agent, Torinity, LLC Legal Department, 3645 Marketplace Blvd., Ste. 130-333, East Point, GA 30344, at info@torinity.com. Torinity suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

XIX. INTENTIONALLY OMITTED

XX. ACKNOWLEDGMENT
The Terms of Use, including all documents referenced herein, represents the entire understanding between User and Torinity regarding User’s relationship with Torinity and supersedes any prior statements or representations. Headings used in the Terms of Use are for reference only and shall not affect the meaning of any terms. “Including” means “including, without limitation.”

XXI. MODIFICATION
Torinity reserves the right to make changes to the Torinity.com Site, posted policies and Terms of Use at any time without notice or liability. These terms were last revised on March 14, 2018. 

PART 2
DIGITAL CONTENT

1. Digital Content
Use of Torinity Digital Content. You acknowledge that you must have a device compatible with the formats in which Torinity provides its digital content and that you are responsible for the proper selection of the Torinity digital products (“Digital Content”) purchased on the Torinity.com Site that are compatible with your applicable device. Torinity shall not be responsible for correcting any errors in selection of the appropriate Digital Content and shall not be required to allow User to download any additional or replacement Digital Content in correction of such errors. Upon your download or access of Digital Content and payment of any applicable fees (including applicable taxes), you are granted a non-exclusive right to view, use, and display such Digital Content an unlimited number of times solely through the compatible device(s) for which you have selected at the time of purchase, or solely on the number of supported devices specified by you through your purchase selection and payment, and solely for your personal, non-commercial use. Digital Content is licensed, not sold, to you.

Limitations. Unless specifically indicated otherwise, you may not sell, rent, lease, distribute, broadcast, sublicense, or otherwise assign any rights to the Digital Content or any portion of it to any third party, and you may not remove or modify any proprietary notices or labels on the Digital Content. In addition, you may not attempt to bypass, modify, defeat, or otherwise circumvent any digital rights management system or other content protection or features used as part of the Service.
Book Returns. You may not return any Digital Content once downloaded, all sales final and no refunds issue once Digital Content is downloaded.

Risk of Loss. Risk of loss for Digital Content transfers when you download or access the Digital Content.

2. General
Termination. Your rights under this Agreement will automatically terminate if you fail to comply with any term of this Agreement. In case of such termination, you must cease all use of the Service, and Torinity may immediately revoke your access to the Torinity.com Site. Torinity’s failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of its rights.
Changes to Service; Amendments. We may change, suspend, or discontinue access to the Torinity.com Site, its “My Account” feature and “Downloads” features, in whole or in part, including adding or removing features, at any time without notice. We may amend any of this Agreement’s terms at our sole discretion by posting the revised terms on the Torinity.com Site. Your continued use of the Torinity.com Site or any aspect thereof after the effective date of the revised Agreement terms constitutes your acceptance of the terms.