Toby Terms of Service

Last Updated: May 24, 2018

1. Acceptance of Terms

With Toby, you’ll be able to organize your browser tabs to be able to access your key resources more efficiently. Toby is available via the website, www.gettoby.com (the “Site”), or via a Chrome extension (the “Extension”). The Site, the Extension, and any other features, tools, materials, or other services offered from time to time in relation to the Site or the Extension are collectively referred to here as the “Service.”

Launch Labs, Inc. dba Axiom Zen ("Axiom Zen", "we", or "us") is making the Service available to you. Before you use any part of the Service, however, you will need to agree to these Terms of Service and any terms and conditions incorporated herein by reference, including, without limitation, Toby’s Privacy Policy (collectively, these “Terms"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY PART OF THE SERVICE. THESE TERMS GOVERN YOUR USE OF THE SERVICE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. AXIOM ZEN IS ONLY WILLING TO MAKE THE SERVICE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING ANY PART OF THE SERVICE, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN AXIOM ZEN IS UNWILLING TO MAKE THE SERVICE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE, OR ANY PART OF IT.

2. Changes to the Terms

Axiom Zen may make changes to the Terms from time to time, at Axiom Zen’s sole discretion. When Axiom Zen makes changes, it will make the updated Terms available on the Site and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Service after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Service.

3. Changes to the Service

Axiom Zen is constantly innovating the Service to help provide the best possible experience. You acknowledge and agree that the form and nature of the Service, and any part of it, may change from time to time without prior notice to you, and that Axiom Zen may add new features and change any part of the Service at any time without notice.

4. Privacy Policy

Toby’s Privacy Policy describes the ways that Axiom Zen collects, uses, stores and discloses your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with the Toby Privacy Policy.

5. Eligibility

You represent and warrant that you are fully able and competent to accept and comply with these Terms, including all of the conditions, obligations, representations and warranties set forth herein. By accessing the Service or any part of it, you represent and warrant that you are of legal age in your jurisdiction as required to access and use the Service. You affirm that you are over the age of 13, as the Service is not intended for children under 13. You understand and agree that you are solely responsible for ensuring compliance with the laws of your jurisdiction, and acknowledge that Axiom Zen is not liable for your compliance (or non-compliance) with such laws.

6. Account Info and Security

When you set up an account on the Service, you will be asked to provide accurate and complete registration information, which may include providing a valid email address, as well as choosing applicable usernames and passwords (collectively, your “Account Info”). You understand that you are and will be fully responsible: (i) for the security of your Account Info, and (ii) for any activity that takes place on the Service using your Account Info, whether you knew about it or not. You agree to inform us immediately at hello@gettoby.com if you become aware that your Account Info has been compromised, or used without your permission. Axiom Zen cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

7. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND ANY PART OF IT IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICE, AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AXIOM ZEN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, THE EXTENSION, OR ANY EXTERNAL WEBSITES THAT YOU MAY ACCESS VIA THE SERVICE), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AXIOM ZEN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE, (III) THE SERVICE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICE WILL BE SECURE. YOU UNDERSTAND THAT AXIOM ZEN MAKES NO REPRESENTATIONS CONCERNING ANY OF THE CONTENT THAT YOU MAY ACCESS VIA THE SERVICE, AND THAT AXIOM ZEN WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED VIA THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

8. Indemnity

You agree to hold harmless and indemnify Axiom Zen and its parents, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your use of the Service, or any part of it, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Service or any part of it. Axiom Zen reserves the right to assume exclusive defense, control, and settlement of any matter for which you are obliged to indemnify us under these Terms, and, in such case, you agree to cooperate with Axiom Zen (at your own expense) in the defense and/or settlement of such matter, at Axiom Zen’s request.

9. Limitations of liability

A. YOU UNDERSTAND AND AGREE THAT AXIOM ZEN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS, EVEN IF AXIOM ZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. YOU AGREE THAT AXIOM ZEN’S TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.

C. YOU ACKNOWLEDGE AND AGREE THAT AXIOM ZEN HAS MADE THE SERVICE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. AXIOM ZEN WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS.

D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Ownership; Restrictions.

A. You acknowledge and agree that Axiom Zen (or, as applicable, its licensors) owns all legal right, title and interest in and to all elements of the Service, and all intellectual property rights therein. You acknowledge that the Service, may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and other applicable laws. Except as expressly set forth herein, your use of the Service does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Service. Axiom Zen reserves all rights in and to the Service not expressly granted to you in these Terms.

B. You may choose to submit comments, bug reports, ideas or other feedback about the Service, including without limitation about how to improve the Service (collectively, “Feedback”). By submitting any Feedback, you agree that Axiom Zen is free to use such Feedback at its discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant Axiom Zen a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

C. You agree that you are responsible for your own conduct while accessing or using the Service, and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content via the Service; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature via the Service; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual proprietary rights of any party; (v) use the Service to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity; (vii) interfere with other users' enjoyment of the Service; (viii) exploit the Service for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Service; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Service or any part of it; (xi) reformat or frame any portion of the Service; (xii) display any content on the Service that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Service for the purpose of creating a product or service that is competitive with any of Axiom Zen’s products or services.

The Service may provide links to other World Wide Web or accessible sites, applications or resources. Because Axiom Zen has no control over such sites, applications or resources, you acknowledge and agree that Axiom Zen is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable to you or to any third party for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Axiom Zen will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance upon any such contents, goods or services available on or through any such site or resource.

12. Termination and Suspension

You may terminate these Terms at any time by canceling your account on the Service and discontinuing your access to and use of the Service. The Service is currently provided free of charge, so you will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that Axiom Zen, in its sole discretion and for any reason or no reason, may terminate these Terms and suspend and/or terminate your account(s) on the Service. You agree that any suspension or termination of your account(s) and/or access to the Service may be without prior notice, and that Axiom Zen will not be liable to you or to any third party for any such suspension or termination. If Axiom Zen terminates these Terms or suspends or terminates your account(s) or access to or use of the Service due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies Axiom Zen may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or by Axiom Zen, you may no longer have access to information that you had posted on the Service or that is related to your account(s), and you acknowledge that Axiom Zen will have no obligation to maintain any such information in its databases or to forward any such information to you or to any third party. Sections 1, 2, and 4 through 14 of these Terms will survive the termination or expiration of these Terms for any reason.

13. Dispute Resolution; Arbitration

Please read this Section 13 carefully. It requires you to arbitrate disputes with Axiom Zen, and limits the manner in which you can seek relief from Axiom Zen.

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Service, the Site, or the Extension, or to any products or services sold or distributed through the Service, the Site, or the Extension, will be exclusively referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Axiom Zen will pay them for you. The place of arbitration will be Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Axiom Zen may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by Axiom Zen through injunctive relief and other equitable remedies without proof of monetary damages.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SERVICE OR ANY PART OF IT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

14. General

These Terms constitute the entire legal agreement between you and Axiom Zen, govern your access to and use of the Service, the Site, and the Extension, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Service, the Site, and the Extension, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Axiom Zen may assign its rights and obligations under these Terms in its sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Axiom Zen’s failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of the province of British Columbia, Canada and the federal laws of Canada applicable therein, excluding its conflicts of law rules and principles. Subject to Section 13, any legal action or proceeding arising under these Terms will be brought exclusively in the federal or provincial courts located in Vancouver, British Columbia, and the parties irrevocably consent to exclusive personal jurisdiction and venue there. Axiom Zen will not be liable for any failure or delayed performance of its obligations that result from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties. You agree that Axiom Zen may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the Service, the Site, or the Extension. By providing Axiom Zen with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.