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Toadworks Terms and Conditions

Welcome, and thank you for your interest in Toadworks by Goalcrushers – Andras Ivanyi Einzehlunternehmer. (“Toadworks,” “we,” “our,” or “us“) and our website at toad.works, along with our related websites, networks, applications, mobile applications, and other services provided by us, including, Toadworks, Goalcrushers Club and all successor versions or products (each as defined below, and collectively, the “Service“). These Terms of Service are a legally binding contract between you and Goalcrushers – Andras Ivanyi Einzehlunternehmer regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING TOADWORKS’S PRIVACY POLICY (TOGETHER, THESE “TERMS“). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND TOADWORKS’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Toadworks AND BY YOU TO BE BOUND BY THESE TERMS.

Arbitration NOTICE. Except for certain kinds of disputes described in Section 20 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND TOADWORKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Toadworks Service Overview

Toadworks offers productivity software services. Toadworks’s offerings include “Toadworks,” “Goalcrushers Club,” which allow users and organizations to organize goals in one place.

2. Eligibility.

You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company (an “Organization“), the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration

To access the Service, you must register for an account. You may register using your Google account or you may create a separate account for the Service. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us either by contacting customer service at https://toad.works/contact or https://goalcrushers.club/contact (depending on which Toadworks Service product you are using).

4. General Payment Terms.

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in the currencies provided on the Toadworks website and, except as expressly provided by applicable law, are non-refundable, except required by law.

4.1. Price. Toadworks reserves the right to determine pricing for the Service. Toadworks will make reasonable efforts to keep pricing information published on the website up to date which is available on our pricing page (the “Pricing Page“). All prices are shown on the Pricing Page. Any applicable sales taxes, levies, value-added taxes, or duties imposed by taxing authorities are calculated during the check-out based on your location . We encourage you to check our website periodically for current pricing information. Toadworks may change the price of any feature of the Service; if this occurs, Toadworks will provide you advance notice of the changes before they apply. Toadworks, at its sole discretion, may make promotional offers with different features and different pricing to any of Toadworks’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2. Authorization. You authorize Toadworks and its third-party payment processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Toadworks, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Toadworks or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.3. Subscription Service. The Service may include automatically recurring payments for periodic charges (“Subscription Service“). If you activate a Subscription Service, you authorize Toadworks or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on the “Subscription Fee“, please see our Pricing Page. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period (e.g., monthly billing periods will be billed on the same day each month). The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Toadworks or its third-party payment processor will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by following the instructions provided at the following link – Cancel your subscription.

4.4. Delinquent Accounts. Toadworks may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5. Toadworks Service Products

5.1. General. Users may sign up for an account for the various Toadworks Service products described below via the Toadworks website or mobile application, as applicable. These Terms apply to all products that are a part of the Service.

5.2. Toadworks. You may choose to sign up for the trial version of Toadworks or the paid subscription version of Toadworks, which automatically renews at the end of your billing period consistent with the terms of Section 4.3 (Subscription Service). Toadworks does not represent or guarantee when, if ever, Toadworks features will be available in the trial version of Toadworks. You can upgrade from the trial version of Toadworks to the paid version at any time by following instructions on our Pricing Page.

 

6. Beta Services.

6.1. Generally. From time to time, Toadworks may provide you with the opportunity to try products or services which are not generally available to users (“Beta Services“). This period of time will be referred to as the “Beta Services Period“. Beta Services will be designated as beta, pilot, non-production, evaluation, or by another description with a similar meaning. You may accept or decline an invitation at your sole discretion. You may use the Beta Services solely for evaluation purposes. By using the Beta Services, you agree to: (a) cooperate with Toadworks in evaluating the Beta Services; and (b) provide to Toadworks any reasonably requested feedback, comments, and suggestions for improvements.

6.2. Beta Services Usage Data. You acknowledge and agree that Toadworks may collect anonymous data regarding usage and performance of the Service in connection with your use of the Beta Services (“Beta Services Usage Data“). Beta Services Usage Data is and will remain the exclusive property of Toadworks. Toadworks may use and disclose the Beta Services Usage Data for its business purposes, including to monitor, improve, and market Toadworks’s products, provided that Toadworks will not distribute or convey that data in a manner that could reasonably identify you as its source.

6.3. Beta Services Disclaimer. You acknowledge and agree that the Beta Services may be inoperable or incomplete and may contain errors, design flaws, or other problems. Toadworks is under no obligation to make any Beta Services generally available and Toadworks may unilaterally discontinue any Beta Service at any time. Furthermore, you acknowledge and agree that you use all Beta Services at your own risk and that your use of the Beta Services may result in loss of User Content, data, or communications, project delays, or other unpredictable damage or loss. Notwithstanding anything to the contrary in Section 19 (Limitation of Liability), and to the fullest extent permitted by law, Toadworks will have no liability or responsibility to you or any third party with respect to any matter whatsoever regarding the Beta Services, including the loss of any of your User Content or other data or communications resulting from your use of the Beta Services. ALL BETA SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND. THE DISCLAIMERS IN SECTION 18 (DISCLAIMERS; NO WARRANTIES) APPLY TO ALL BETA SERVICES.

7. Licenses

7.1. Limited License. Subject to your complete and ongoing compliance with these Terms, Toadworks grants you, solely for your personal use or for your employer’s or Organization’s internal business operations, as applicable, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service to which you have subscribed, including the right for to install and use a reasonable number of object code copies of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that, as applicable, either you own or control, or your employer owns or controls.

7.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law or expressly authorized by us, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

7.3. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (excluding Beta Services) (“Feedback“), then you hereby grant Toadworks an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

8. Ownership; Proprietary Rights.

The Service is owned and operated by Goalcrushers – Andras Ivanyi Einzehlunternehmer. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, promotional content (including Toadworks’s blog content) and all other elements of the Service (“Materials“) provided by Toadworks are protected by intellectual property and other laws. All Materials included in the Service are the property of Toadworks or its third-party licensors. Except as expressly authorized by Toadworks, you may not make use of the Materials. Toadworks reserves all rights to the Materials not granted expressly in these Terms.

9. Third Party Terms

9.1. Third-Party Services and Linked Websites. Toadworks may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on Toadworks with an account on the third-party service. By using one of these tools, you agree that Toadworks may transfer that information to the applicable third-party service. Third-party services are not under Toadworks’s control, and, to the fullest extent permitted by law, Toadworks is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Toadworks’s control, and Toadworks is not responsible for their content.

9.2. Third Party Software. The Service may include or incorporate third party software components, integrations, or extensions that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components“). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

10. User Content

10.1. User Content Generally. Certain features of the Service may permit users to upload content to the Service and send content through the Service, including messages, reviews, photos, audio, video, images, folders, data, text, graphics, and other types of information, material, and works (“User Content“) and to publish User Content on the Service. As between you and Toadworks, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. However, you acknowledge and agree that if you are an employee of an Organization, the applicable Organization may own the rights to that User Content.

10.2. User Content License Grant to Toadworks. By providing User Content to or via the Service, your content is still yours but you grant Toadworks a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to use, host, store, translate, transfer, display, perform, reproduce, modify, display, distribute your User Content, in whole or in part, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use only in connection with the Service so that we can provide you features like sharing & collaboration with authorized user.

10.3. User Content License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, your content is still yours but you also hereby grant each user a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display, edit, perform, and otherwise interact with such User Content in accordance with the Service’s functionality and these Terms.

10.4. User Content Representations and Warranties. Toadworks disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

  1. you are (or your Organization is) the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Toadworks and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Toadworks, the Service, and these Terms;
  2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) breach any contractual obligation that you owe to a third party, including any Organization; (iii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iv) cause Toadworks to violate any law or regulation; and
  3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

10.5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Toadworks may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when you use the Service, you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Toadworks with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Toadworks does not permit copyright-infringing activities on the Service.

10.6. Monitoring Content. Toadworks does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Toadworks reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Toadworks chooses to monitor the content, Toadworks still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

11. Communications

11.1. Push Notifications. When you install our app on your mobile device, you may choose to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. In addition to the foregoing push notifications, you may receive notifications on your other computer hardware device (e.g., laptop, desktop, or tablet). You can turn notifications on or off by visiting your the device’s “settings” page.

11.2. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself or by logging into your account and opening your Profile page in the top right menu.

12. Prohibited Conduct.

BY USING THE SERVICE YOU AGREE NOT TO:

(a) use the Service for any illegal purpose or in violation of any local, state, national, or international law;

(b) harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;

(c) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right or using or disclosing the confidential information of any third party without permission;

(d) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content, including controls or restrictions implemented by Administrators; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

(e) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

(f) perform any fraudulent activity including by: (i) representing, implying, or claiming that an account is affiliated with an Organization without the express consent of that Organization; (ii) impersonating any person, Administrator, Authorized User, Organization, or entity; (iii) claiming a false affiliation; (iv) or accessing any other Service account without permission;

(g) sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials; or

(h) attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

13. EU Copyright Directive

13.1. EU Copyright Directive. 

Toadworks operates in compliance with the European Union Copyright Directive (Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market).

Under the EU Copyright Directive, we strive to ensure the protection of intellectual property rights and the prevention of copyright infringement on our platform. We respect the rights of copyright holders and are committed to facilitating the lawful use of copyrighted material.

In accordance with Article 17 of the EU Copyright Directive, Toadworks implements measures to prevent the availability of copyrighted content without the authorization of the respective rights holders. We utilize appropriate technologies and procedures to identify and address instances of copyright infringement on our platform.

If you believe that your copyrighted work has been used on Toadworks in a manner that constitutes copyright infringement, please contact us promptly using the designated channels for copyright complaints. We will investigate your claim expeditiously and take appropriate actions as necessary, including the removal of infringing content in accordance with applicable laws and regulations.

By accessing and using Toadworks, you agree to abide by the terms and conditions set forth in our Terms, as well as any additional policies and guidelines related to copyright protection and intellectual property rights.

For inquiries or notices regarding copyright matters, please contact us at legal@toad.works.

Thank you for your cooperation in maintaining the integrity of copyrighted material and promoting responsible online conduct.

13.2. Repeat Infringers. Toadworks will promptly terminate the accounts of users that are determined by Toadworks to be repeat infringers.

14. Modification of these Terms.

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

15. Term, Termination and Modification of the Service

15.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 15.2 (Termination).

15.2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Toadworks may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at https://toad.works/contact.

15.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Toadworks all payment obligations that accrued prior to termination (all prepaid fees for the Service are non-refundable and non-cancellable unless otherwise stated); and (d) the following Sections: 6.2 (Beta Services Usage Data), 6.4 (Beta Services Disclaimer), 7.3 (Feedback), 8 (Ownership; Proprietary Rights), 10.2 (User Content License Grant to Toadworks), 10.3 (User Content License Grant to Other Users), 15.3 (Effect of Termination), 16 (Modification of the Service), 17 (Indemnity), 18 (Disclaimers; No Warranties), 19 (Limitation of Liability), 20 (Dispute Resolution and Arbitration) and 21 (Miscellaneous) will survive.

16. Modification of the Service.

Toadworks reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Toadworks will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

17. Indemnity.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Toadworks and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Toadworks Entities“) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) the nature or content of data processed by the Service; (e) User Content that violates federal, state, or local employment discrimination or harassment laws; (f) your use of the Service in violation of your obligations under any agreement between you and a third party, including, but not limited to, the maintenance and protection of third-party confidential information and trade secrets; or (g) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

18. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TOADWORKS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TOADWORKS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND TOADWORKS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR TOADWORKS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Toadworks ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WITHOUT LIMITING ANY DISCLAIMER IN THESE TERMS, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM (A) THE SERVICE; (B) THE ACTIONS OR INACTIONS OF THE TEAMS AUTHORIZED USERS THAT YOU INVITE TO YOUR WORKSPACE; (C) YOUR ABILITY OR INABILTITY TO ACCESS, EXPORT, TRANSFER, RETRIEVE, OR REMOVE ANY USER CONTENT; (C) THE PROCESSING OR USE OF YOUR USER CONTENT BY AN ORGANIZATION; AND (D) YOUR DEALING WITH ANY OTHER SERVICE USER, ADMINISTRATOR, OR ORGANIZATION. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS, USE, OR DISCLOSURE OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Toadworks does not disclaim any warranty or other right that Toadworks is prohibited from disclaiming under applicable law.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOADWORKS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON OR AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TOADWORKS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN SECTION 20.5 (NOTICE OF ARBITRATION; PROCESS) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE TOADWORKS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO TOADWORKS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20. Dispute Resolution and Arbitration

20.1. Generally. In the interest of resolving disputes between you and Toadworks in the most expedient and cost-effective manner, subject to all applicable laws and except as described in Section 20.2 (Exceptions) and 20.3 (Opt-Out), you and Toadworks agree that every dispute arising in connection with these Terms and your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TOADWORKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this Section 20 (Dispute Resolution and Arbitration) does not affect those requirements.

20.2. Exceptions. Despite the provisions of Section 20.1 (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

20.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Goalcrushers – Andras Ivanyi Einzelunternehmer., Attention: Legal Department — Arbitration Opt-Out, 83101 Rohrdorf, Angermühlstr 5 Germany that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice“). Once Toadworks receives your Opt-Out Notice, this Section 20 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 21.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

20.4. Arbitrator. Any arbitration between you and Toadworks will be settled under the German Arbitration Act (GAA, Deutsche Zivilprocessordnung). The GAA Rules and filing forms are available online at https://gesetze-im-internet.de/englisch-zpo, by calling the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit, or DIS) at +49 228 391 815 200, or by contacting Toadworks. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

20.5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified (signature required) Deutsche Post or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration“). Toadworks’s address for Notice is: Goalcrushers – Andras Ivanyi, 83101 Rohrdrorf, Angermühlstr 5. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand“). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Toadworks may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Toadworks must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Toadworks in settlement of the dispute prior to the award, Toadworks will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) 10,000 EUR.

20.6. Fees. If you commence arbitration in accordance with these Terms, Toadworks will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New Castle County, Delaware, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Toadworks for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

20.7. No Class Actions. YOU AND Toadworks AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Toadworks agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

20.8. Modifications to this Arbitration Provision. If Toadworks makes any future change to this arbitration provision, other than a change to Toadworks’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Toadworks’s address for Notice of Arbitration, in which case your account with Toadworks will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

20.9. Enforceability. If Section 20.7 (No Class Actions) or the entirety of this Section 20 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Toadworks receives an Opt-Out Notice from you, then the entirety of this Section 20 (Dispute Resolution and Arbitration) will be null and void and, in that case, exclusive jurisdiction and venue described in Section 21.2 (Governing Law) will govern any action arising out of or related to these Terms.

21. Miscellaneous

21.1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Toadworks regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

21.2. Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Toadworks submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Wilmington, Delaware for resolution of any lawsuit or court proceeding permitted under these Terms. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform (more information can be found at ec.europa.eu/consumers/odr). We are incorporated under Delaware law, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

21.3. Privacy Policy. Please read the Toadworks privacy policy (https://toad.works/privacy-policy)  carefully for information relating to our collection, use, storage, disclosure of your personal information. Toadworks’s Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

21.4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms“). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

21.5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

21.6. Contact Information. The Service is offered by Goalcrushers – Andras Ivanyi Einzelunternehmer. located at 83101 Rohrdorf, Angermühlstr 5 Germany. You may contact us by sending correspondence to that address or by contacting customer service at https://toad.works/contact.

21.8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

21.9. International Use. The Service is operated from Germany. We make no representation that the Service is appropriate or available for use outside of the European Union. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

22. Notice Regarding Apple.

This Section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Toadworks only, not with Apple Inc. (“Apple“), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.