Terms of Service
Last modified: October 8, 2017
These Terms of Service (Terms) describe the services we (Prometheus Interactive, LLC) provide to you (the User). Our services will not be rendered unless and until you agree to these Terms. These Terms are updated periodically. Active subscribers to the MeetToby service will receive notice of any updates to the Terms via e-mail or in-app notification.
1. “Billable Users” means those Users who are charged fees for the use of our Subscription Service
2. “Billing Period” is the period for which you have agreed to prepay fees under an Order which is the same as or shorter than the Subscription Term for the Order
3. “Contact Information” is the name, email address, phone number, and similar information submitted to the Subscription Service or uploaded by you to the Subscription Service
4. “Customer Data” is all information submitted to the Subscription Service
5. “Discloser” is the party who discloses Confidential Information to the Receiver
6. “Email Send Limit” is the number of emails that a User may send in any given calendar day
7. “Free Services” is access to the Subscription Service or other features on an unpaid or free trial basis
8. “MeetToby Content” means all information, data, text, software, and images that are a part of the Subscription Service or MeetToby webpage
9. “Order” is the online subscription process by which the Billable User agrees to subscribe to the Subscription Service
10. “Pricing Page” refers to www.meettoby.com/pricing
11. “Receiver” is the party who receives Confidential Information from the Discloser
12. “Sensitive Information” means credit or debit card numbers, personal financial account information, Social Security numbers (or equivalents), passport or driver’s license numbers, passwords, racial or ethnic origins, and physical or mental health condition.
13. “Subscription Fee” is the amount paid for use of the Subscription Service
14. “Subscription Service” means all features of our web-based outreach application
15. “Subscription Term” is the initial term of subscription to the Subscription Service as specified on your Order and each (if any) subsequent renewal term. For Free Services the Subscription Term is the period during which you have an account to access the Free Services.
16. “Terms” means these Terms of Service
17. “Third Party Sites” are any third-party websites linked to through the MeetToby website or the Subscription Service
18. “Users” are the employees, representatives, consultants, or agents who are authorized to use the Subscription Service on your behalf and have unique user identifications for accessing the Subscription Service
1. Access and Availability. For the duration of your Subscription Term, MeetToby will provide access to the Subscription Service as described in these Terms and the applicable Order. We may also provide you with access to use our Free Services at any time on a trial basis. We try to make the Subscription Service available to our Users twenty-four hours a day and seven days a week with the exception of down-time for planned maintenance.
2. Additional Features. Users have the option to subscribe to additional features or upgrades to the Subscription Service by placing an additional Order. This agreement will apply to all additional Orders and all additional activated features.
3. Fees and Payments.
a. Payment by Credit Card. You authorize us to charge the listed credit card or bank account for all fees payable during the Subscription Term. Additionally, you authorize us to use a third-party service to process payments and consent to the disclosure of your payment information to this third-party.
b. Payment Information. You will keep your contact and billing information up to date. Changes may be made on your Account Page. All payment obligations are non-cancelable and all amounts paid are non-refundable except as specifically provided for in these Terms. All fees are due and payable in advance of the Subscription Term.
c. Sales Tax. All fees are exclusive of taxes and Billable Users will be charged as applicable. You agree to pay any applicable taxes for your use of the Subscription Service. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide the VAT registration number under which you are registered in your member state.
4. Use and Limitations of Use.
a. Acceptable Use. All Users will comply with MeetToby’s Acceptable Use Policy.
b. Prohibited and Unauthorized Use. Users will not use or launch any automated system that sends more request messages to our servers in a given time than a human can reasonably produce in the same period of time. Users will not use the Subscription Service in any manner that damages, disables, overburdens or impairs the MeetToby website or interferes with any other party’s use of the Subscription Service. Users will not attempt to gain unauthorized access to the Subscription Service or access the Subscription Service other than through our interface. Users will not attempt to make use of the Subscription Service in any manner that is unlawful or prohibited by these Terms. You may not use the Subscription Service if you are legally prohibited from using it under the laws of the country in which you reside or from which you access the Subscription Service. You agree to notify us immediately of any unauthorized use of your Users’ logon information or passwords.
c. Sensitive Information. You agree not to use the Subscription Service to collect or process sensitive information. The Subscription Service has not been designed to comply with industry-specific regulations so you may not use the Subscription Service where your communications would be subject to laws or regulations such as HIPAA, GLBA, or FISMA.
5. Subscription Term, Termination, and Suspension.
a. Term and Renewal. Your initial subscription period will be specified in your Order and it will automatically renew for the length of your subscription period. If you wish to prevent the renewal of the subscription, notice must be provided within the timeframe as specified in Section C below. For renewal, our standard pricing available on our Pricing Page on the date of renewal will apply. If you are using our Free Services on a trial basis, these services will be made available to you at no cost until the date on which your Free Services are scheduled to terminate or the start date of your paid subscription (whichever comes first).
b. No Early Termination and No Refunds. The Subscription Term will end on the scheduled date of termination. Your Subscription Term cannot be cancelled early. Refunds will not be provided if you decide to cease use of the Subscription Service at any point during your Subscription Term.
c. Termination for Cause. This agreement may be terminated for cause by either party after thirty days’ notice to the other party of a material breach if such a breach remains uncured at the expiration of that period, or immediately if the other party becomes the subject of a proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this agreement for cause on thirty days’ notice if we determine that you, or your Users, are acting or have acted in a way that has or may negatively reflect on or affect us or our customers. This agreement may not otherwise be terminated prior to the end of the Subscription Term.
d. Suspension for Prohibited Acts. We reserve the right to suspend any User’s access to the Subscription Service for:
1) Use of the Subscription Service in a way that violates applicable local, state, federal or foreign laws or regulations or these Terms,
2) use of the Subscription Service that results in excessive hard bounces, SPAM complaints, or requests for removal from a mailing list by recipients, or
3) instances of posting or uploading material through the Subscription Service that is alleged to infringe on the copyright or trademark rights of any person or entity.
e. Suspension for Non-Payment. Notice of non-payment of any amount due will be provided. Unless the full amount has been paid, we reserve the right to suspend your access to the Subscription Service seven business days after such notice is given. Access to the Subscription Service will not be suspended while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. We may charge a reactivation fee to reinstate the suspended account.
f. Suspension for Present Harm. If with or without your knowledge your MeetToby account is being used to engage in denial of service (DoS) attacks or other disruptive activity, is creating a security vulnerability for the Subscription Service, MeetToby, Prometheus Interactive, LLC or others, is consuming excessive bandwidth or is causing harm to us or others, then we may, with electronic notice to you, suspend all or any access. We will attempt to promptly resolve the issues causing the suspension. Nothing in this clause limits our right to terminate for cause as outlined above if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects or our customers.
g. Suspension and Termination of Free Services. We may suspend, limit or terminate the Free Services for any reason and at any time without notice.
h. Effect of Termination or Expiration. Upon termination or expiration of this agreement, Users will stop all use of the Subscription Service unless and until their account is reactivated. We may or may not provide you with the opportunity to retrieve Customer Data after termination or expiration.
1. Limits. The usage limits that apply to you will be specified in your Order or on our Pricing Page. You must be 18 years of age or older to use the Subscription Service. Upon renewal, the current product usage limits on our Pricing Page will apply to your Order unless otherwise agreed upon. If we make modifications to the limits set forth on the Pricing Page that will negatively impact you, these modifications will not apply until the start of your next renewal Subscription Term.
2. Downgrades. You may only downgrade your subscription at the start of your next renewal Subscription Term.
3. Modifications. We occasionally make changes to the Subscription Service by adding or removing features and functions with the goal of improving the MeetToby user experience. We will not make modifications to the Subscription Service that materially reduce the functionality provided to you during the Subscription Term.
4. Customer Support. Email request support is included in your Subscription Fee. Emailed questions or concerns are accepted 24 hours/day and 7 days/week. We strive to respond to emailed support questions within one business day. We do not guarantee any specific response time.
5. Notice of Non-Renewal. Your subscription will automatically renew according to Section 5(a) above. Unless otherwise specified, to prevent renewal of the Subscription Service, you or we must give written notice of non-renewal and such notice must be received prior to the start of the next renewal period. If you decide not to renew, electronic notice can be submitted by indicating your intention to not renew in the Billing section of your account.
6. Alpha/Beta Services. Alpha or Beta feature access (Alpha/Beta Services) is given without warranty of any kind. We may suspend, limit or terminate the Alpha/Beta Services for any reason and without notice and we are not liable for any damages of any kind related to your use of the Alpha/Beta Services. We may make additional terms and conditions applicable to the Alpha/Beta Services and those will apply to their use. We might require that your use of the Alpha/Beta Services be confidential and that you provide feedback on your use of the Alpha/Beta Services. You agree that we own all rights to use and incorporate your feedback into our services without payment or attribution.
7. Free Trial. If you register for a Free Trial, the Subscription Service will be made available to you on a trial basis, free of charge until the earlier of the termination of the free trial period or the start date of your paid subscription.
1. Customer Data.
b. Aggregate Data. We may monitor use of the Subscription Service by all of our Users and use the aggregated data gathered in an anonymous manner. You agree that we may use and publish such information. Such information does not incorporate any Customer Data and/or identify the specific User.
c. Safeguards. We will maintain industry standard administrative, physical and technical safeguards to protect Customer Data.
2. Prometheus Interactive, LLC’s Proprietary Rights. These Terms are an agreement for access and use of the Subscription Service and it does not grant a license to any software or applications. You agree not to copy, rent, lease, sell, distribute or create derivative works based on the MeetToby content in whole or in part. All Users are encouraged to comment on the Subscription Service and provide suggestions for improvement. Such comments and suggestions are non-confidential and Prometheus Interactive, LLC owns all rights to use and incorporate them into the Subscription Service without payment or attribution.
3. Billable User’s Proprietary Rights. These Terms do not grant us any ownership rights to Customer Data. You grant us permission to use Customer Data only as necessary to provide the Subscription Service`. If you are using the Subscription Service on behalf of another party, you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
4. Confidentiality. We will protect the confidentiality of Confidential Information using all reasonable care. We will not use any Confidential Information for any purpose outside of the scope of these Terms. We will not disclose any Confidential Information to any third-party (with the exception of our third-party service providers). Upon notice, we may disclose Confidential Information if required to do so by any federal, state, or local law, statute, rule, regulation, subpoena or other legal process.
5. Publicity. You grant us permission and the right to add your name and company logo to our customer list and website.
6. Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action or proceeding brought against us and our officers, directors, employees, agents, service providers, licensors and affiliates by a third-party not affiliated with us to the extent that such legal action is based upon or arises out of:
a. unauthorized or illegal use of the Subscription Service by you,
b. your noncompliance with or breach of these Terms,
c. your use of third-party products, or
d. the unauthorized use of the Subscription Service by any person using your User information.
You will receive electronic notice within thirty days of our becoming aware of such a claim. We will give you sole control of the defense and settlement of such a claim and provide you with (at your expense) with any and all information and assistance reasonably requested by you to handle the defense of the claim. You agree that you will not accept any settlement that imposes an obligation upon Prometheus Interactive, LLC, requires us to make an admission or imposes liability not covered by these indemnifications, or places restrictions on us without our prior written consent.
7. Disclaimers and Limitations of Liability.
a. Disclaimer of Warranties. We and our agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Subscription Service. Application Programming Interfaces (APIs) may not be available at all times. To the extent permitted by law, the Subscription Service and MeetToby content are provided “as is” without warranty or condition, express or implied including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
b. No Indirect Damages. In no event shall either party be liable for any indirect, incidental, punitive or consequential damages or loss of profits, revenue, data or business opportunities to the extent permitted by law.
c. Limitation of Liability. Except for your liability for the payment of fees, your liability arising from your obligations under Section D(6) of these Terms and your liability for the violation of our intellectual property rights, if either party is determined to have any liability to the other party or any third-party, the parties agree that the aggregate liability of a party will be limited to the lesser of five thousand US dollars or the total amount you have paid for the Subscription Service in the twelve month period preceding the event giving rise to the claim. This limitation shall not apply to Users of the Free Trial Services. If we are determined to have any liability to you or any third-party arising from your use of the Free Trial Services, our aggregate liability will be limited to one hundred US dollars.
d. Agreement to Liability Limit. You understand and agree that access to the Subscription Service will not be provided to you without your agreement to this limitation of liability.
a. Amendment. Updated Terms will become binding and effective one business day after being posted on the MeetToby website. You will be electronically notified via in-app notification or e-mail. Users are encouraged to periodically review these Terms. If you do not agree to the amended Terms, you must notify us in writing so that your account can be terminated.
b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, sabotage, act of God, electrical, telecommunication or internet outage, government restrictions or other event outside of the control of the obligated party. Each party will make reasonable efforts to mitigate the effect of a force majeure event.
c. Actions Permitted. No action, regardless of form, arising out of or relating to these Terms, with the exception of actions brought for nonpayment, may be brought by either party more than one year after the cause of action has occurred.
d. Relationship of the Parties. No joint venture, partnership, employment or agency relationship exists between Prometheus Interactive, LLC and the Users of the Subscription Service.
e. Compliance with Laws. Prometheus Interactive, LLC will comply with all US state and federal laws in our provision of the Subscription Service and our processing of Customer Data. We reserve the right to disclose any information necessary to satisfy any law, regulation or legal process. You will comply with all laws in your use of the Subscription Service.
f. Severability. If any part of these Terms is determined to by invalid or unenforceable by applicable law, then invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will be unaffected.
g. Notices. Electronic notices will be sent to you using the e-mail address(es) on record in your account information on the MeetToby website. All of your account information must be kept accurate and current.
h. No Third-Party Beneficiaries. Nothing in this agreement is intended to or shall confer upon any third-party person or entity any right, benefit or remedy of any nature under or by reason of these Terms.
i. Contract for Services. These Terms are a contract for the provision of services and not the sale of goods.
j. Authority. Each party represents to the other that it has full power and authority to enter into an agreement.
These Terms are governed by the laws of the State of Delaware, USA.