TOORLY Terms of Service

THESE TOORLY TERMS OF SERVICE REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE SEE ARTICLE 20 – BINDING ARBITRATION AND CLASS ACTION WAIVER TO LEARN MORE.

Please read these TOORLY Terms of Service (these “Terms”) carefully as they constitute a legally binding contract with the user (“User” or “You”) of the Services, and TOORLY Global Ltd. (“TOORLY”). TOORLY and User may individually be referred to individually as a “Party” and collectively as the “Parties”.

ARTICLE 1. INTRODUCTION

TOORLY allows fans to connect with others that share similar musical interests, discover music events and play a role in where their favorite artists or festivals may hold their next event. For artists, event brands, promoters and fan accounts, TOORLY allows to gauge real-time demand for events, and engage with fans around the world.

These Terms apply to Users’ access to and use of the Services, whether accessed via a mobile device, tablet or computer, or any other technology or device (the “Device”).

By using the Services, User expressly agrees to comply with these Terms and any additional terms and conditions that TOORLY may provide, including in connection with other products and services TOORLY may make available to User, such as the Additional Terms for Pages, dated as of December 6th, 2022 (collectively, “Additional Terms”). TOORLY’s Privacy Policy and the Additional Terms are hereby incorporated into these Terms by reference as though fully set forth herein. To the extent that there is a conflict between these Terms and the Additional Terms, the Additional Terms shall govern.

If User does not agree to these Terms, then User has the choice not to utilize the  Services.

ARTICLE 2. DEFINITIONS

Capitalized terms have the meaning given to them in this Article or the Additional Terms, whether they are used in plural or singular form:

Agreement: means these Terms and all Additional Terms.

Applicable Data Protection Laws: means any laws and regulations applicable to the Parties according to the nature of Personal Data processed and/or the location of User.

Content: means all content published or made available by User on User’s Profile and/or Page (including but not limited to images, videos, comments, public or direct messages, Requests, etc.).

GDPR: means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Page: means a profile on the Platform dedicated to a certain artist, promoter, event brand, venue, fan account, or other profiles permitted by TOORLY. Pages permit artists, promoters, event brands, venues, fan accounts, and other user types permitted by TOORLY to connect with their audience.

Personal Data or Personal Information: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Platform: means the website owned and controlled by TOORLY and located at https://toorly.com and any other online and mobile websites and applications owned and/or operated by TOORLY and its affiliates.

Profile: means User’s dedicated account and environment on the Platform.

Services: means the Platform and functionalities made available to User through the Platform, including, without limitation, those as further described in Article 4 “Description of Services”.

Feature: means a functionality that TOORLY makes available to Users through the use of the Platform.

User: means any visitor or registered person on the Platform (whether a person or entity).

ARTICLE 3. OBJECT

The Agreement defines and specifies the respective obligations of the Parties with regard to the use of the Platform and Services by User.

The Agreement includes these Terms, and Additional Terms.

TOORLY may modify or adapt the provisions of the Agreement at any time, for example to take into consideration new Services and/or features offered by TOORLY and/or its affiliates or to comply with new legal obligations. In the event of any material changes to the Agreement, notice will be provided to User through the Platform, or by email.

By continuing their use of the Service and keeping their Profile active after such notice of the new version of the Agreement, User will be deemed to have accepted the updated Terms.

ARTICLE 4. DESCRIPTION OF SERVICES

The Services allow Users to access certain features, functionality, information and services provided by TOORLY and/or its affiliates, which may include, without limitation, the ability to:

• Follow Pages of artists, promoters, venues, event brands, fan accounts, and/or other Pages on the Platform.
• Follow friends and other Users on the Platform.
• Create Requests for Artists (or other Page types, should that functionality become available).
• Get notified about Requests created by Pages and other Users.
• Participate in Requests created by Pages and other Users.
• Access content published by Pages (e.g. messages, photos, videos, etc.).
• Stay informed of events that may interest them based on their location and/or musical preferences.
• Publish Content and messages.
• Claim or request a Page on behalf of an artist, event brand, promoter, venue or fan account (or any other Page types as they become available)
• Receive updates and notifications from TOORLY and/or followed Pages or Requests that may be of interest to the User (in accordance with User’s settings and preferences).

ARTICLE 5. ACCESSING THE PLATFORM

User confirms that:

• User has read, understood and agreed to the provisions of the Agreement; and
• User will not access, modify or use the Platform fraudulently, or hinder or alter the Platform’s performance, including by introducing viruses, Trojan horses, worms, logic bombs or any other program that may cause damage to the Platform, Services, TOORLY and/or any Users.
• User will provide accurate information regarding User’s identity when registering for a Profile.
• User represents and warrants that User has reached the legal age of majority in their jurisdiction.

The Services are prohibited for use by minors unauthorized to access and register to online services according to the laws of their country of residence. 

ARTICLE 6. CREATING & MAINTAINING AN ACCOUNT (“PROFILE”)

In order to access and use certain content, features and functionality of the Services, TOORLY may require that User create an account on the Platform for the applicable Services, whether on the Platform, a third party platform or otherwise.

User represents and warrants that all registration and account information submitted and/or made available by User is truthful and accurate and that it will be maintained and promptly updated to ensure its accuracy.

Further, User is responsible for maintaining the confidentiality of User’s credentials (e.g. login and other information allowing for the access to the account), and shall be responsible and liable for any access to or use of the Services through User’s Profile, whether the use or access is made directly by User or by any third party using User’s credentials, whether or not such access or use has been authorized by User.

User agrees to immediately notify TOORLY of any unauthorized use of User’s credentials or Profile, or any other breach of security discovered through the use of the Services.

User is entirely responsible for (i) controlling the disclosure and use of User’s credentials and Profile, and (ii) updating, maintaining and controlling access to User’s credentials and Profile. TOORLY shall not be responsible or liable for any loss or damage arising from User’s failure to comply with this Article 6.

ARTICLE 7. USING THE SERVICES AS A “USER”

7.1 General Provisions

In all cases, when using the Services, User must comply with all provisions set out by the Agreement.

7.2 Publication of Content

The Services may allow User to submit, post, display, or otherwise make available comments, requests, preferences, ideas, images, and other content and information via the Services.

TOORLY does not guarantee the accuracy, integrity, quality or content of any Content published on the Platform. Under no circumstances shall TOORLY be liable in any way for any loss or damage of any kind incurred as a result of any Content submitted, uploaded, posted, emailed, displayed, transmitted or otherwise made available on the Platform by any User.

User is solely responsible for the Content published on User’s Profile and on any Page(s) created, administered, controlled or managed by User, including comments and/or messages published on Page(s) accessed by User.

User also represents, warrants and covenants that:

(i) User owns the Content published or is otherwise authorized to grant the rights, licenses and privileges described in this Agreement and to perform and comply with all of the requirements set forth herein;

(ii) User’s submission, uploading, posting, emailing, displaying, transmission and/or making available of the Content does not violate the Agreement, any rights of any other party or entity, any of User’s obligations, any law, rule or regulation; and

(iii) User holds and shall continue to hold all ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform the obligations under the Agreement and shall pay for all royalties, fees, and any other monies owing to any person or entity by reason of the Content published on the Services.

ARTICLE 8. CODE OF GOOD CONDUCT

User is solely responsible for User’s conduct when using the Services. TOORLY works to keep the Services safe and enjoyable for everyone and the use of the Services for unlawful or harmful activities is expressly prohibited.

Therefore, User agrees that, while using the Services, User shall not:

1. Create multiple Profiles for the same User.
2. Attempt to claim or request a Page that User is not authorized to manage.
3. Engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of TOORLY or of any other third party.
4. Submit, post, email, display, transmit or otherwise make available through the Services any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
5. Submit, post, email, display, transmit or otherwise make available through the Services any material that User does not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any third party.
6. Engage in or encourage conduct that affects adversely or reflect negatively on TOORLY, its affiliates, or parent company, the Services, TOORLY goodwill, name or reputation or causes duress, distress or discomfort to TOORLY or anyone else, or discourage any third party from using all or any portion, features or functions of the Services, or from advertising or becoming a supplier to TOORLY in connection with the Services.
7. Submit, post, email, display, transmit or otherwise make available through the Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
8. Use the Services for commercial or business purposes, including engaging in barter arrangements, pyramid schemes, advertising, marketing or offering goods or services or exploiting information or material obtained on, through or in connection with the Services, whether or not for financial or any other form of compensation or through linking with another website, platform or service.
9. Modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other User.
10. Impersonate any person or entity or falsely state or otherwise represent User’s affiliation with any person or entity.
11. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Services.
12. Solicit passwords or personal identifying information for commercial or unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other Users or other information, including transmitting or facilitating in the transmission of junk email, chain letters, duplicative or unsolicited messages.
13. Modify, reverse engineer, decompile or disassemble any part of the Services, whether in whole or in part, or create any derivative works from any part of the Services, or encourage, assist or authorize any other person to do so.
14. Submit, post, email, display, transmit or otherwise make available through the Services any information, materials or content (and/or engage in or encourage conduct or other activities) that are, or could be perceived as, false, incorrect, misleading or deceptive.

TOORLY is not obligated to monitor the Content published on its Platform. However, TOORLY allows its Users to report Content that is illegal, unlawful, dangerous, discriminatory, hateful, infringing the rights of others or any of the above-mentioned provisions.

TOORLY reserves the right to investigate and take appropriate action against anyone who, at TOORLY’s sole discretion, violates, or is suspected of violating, the Agreement, including removing any Content or User posting from the Services at any time, and/or reporting User to law enforcement authorities.

ARTICLE 9. SANCTIONS FOR NON-COMPLIANCE WITH THESE TERMS OF SERVICE

In the event TOORLY reasonably believes that User has breached the Agreement, TOORLY reserves the right (in addition to any other rights and remedies it may have), at its own discretion and without the need for prior notice, to:

(i) Refuse or cancel the registration of User on the Platform;

(ii) Suspend temporarily User’s Profile on the Platform;

(iii) Close User’s Profile on the Platform indefinitely;

(iv) Delete Content published on the Platform by User, temporarily or indefinitely, subject to compliance with applicable laws and provisions regarding the freedom of speech;

(v) Terminate User’s access to the Platform and Services and all rights and licenses granted to User in the Agreement; and/or

(vi) Communicate to competent judicial, governmental, administrative authorities all Content accessible and available on the Platform, at the request of the latter or in the event of legal proceedings initiated against TOORLY.

ARTICLE 10. CLOSURE OF THE USER’S ACCOUNT

User may close User’s Profile on the Platform at any time by accessing the “Account”, sub-section in “Account Settings” , and following the steps to delete the Profile.

User is informed that the closure of User’s Profile is permanent. This means that User will lose their followed Profiles and Pages, as well as all of User’s Content as provided through the use of the Platform.

In the event that a User closes their Profile, any Requests created from said Profile will continue to exist on the Platform, but will no longer display User’s name.

ARTICLE 11. PROCESSING OF PERSONAL INFORMATION

TOORLY processes User’s Personal Information according to the Privacy Policy which sets forth information regarding the Personal Information used, the purpose(s) for such use, User’s rights to the processing of their Personal Information, the technical and organizational measures set out to protect their privacy, the recipients of the Personal Information and other information as required by Applicable Data Protection Laws, including the CCPA (US) and the GDPR (EU).

User shall refer to the Privacy Policy to access further information regarding the processing of User’s Personal Information.

ARTICLE 12. PROPRIETARY RIGHTS

12.1 Proprietary Rights of TOORLY 

The Services, and all of the material comprising the same are protected under intellectual property laws. TOORLY is the owner of all intellectual property rights therein and thereto or has obtained the necessary authorizations and/or licenses from the holder(s) of such rights.

The Services, including all software, database structures, texts, information, analyses, images, photographs, graphics, logos or any other data/material contained on the Platform (“TOORLY IP”) remain the exclusive property of TOORLY or, where applicable, of their respective holders with whom TOORLY has concluded usage agreements.

TOORLY requires User to respect their copyrights, trademarks and other intellectual property rights. As a result, any representation or reproduction, in whole or in part, that could be made of TOORLY IP without authorization is illicit and subject to legal proceedings.

User shall not reproduce, modify, transmit, transfer or exploit TOORLY IP without the prior agreement and authorization of TOORLY. Non-compliance with such provisions will be subject to legal proceedings.

The content of any sponsored advertisements that may be published on the Platform and in connection therewith is protected by intellectual property rights. User is therefore prohibited from using, reproducing, modifying, distributing or borrowing such content without the authorization of their respective rights holders.

12.2 License of Use of TOORLY IP Granted to User

TOORLY grants User a limited, revocable, non-exclusive and non-transferable right to use the Platform and TOORLY IP solely in connection with User’s use of the Services and solely as described in and in accordance with the terms and conditions of the Agreement. Without limiting the foregoing, User shall not:

• Reproduce and/or represent, download, sell, issue, translate, adapt, exploit, distribute, disseminate, or communicate, in any form whatsoever, commercially or otherwise, any of TOORLY IP;
• Introduce content, materials or code on the Platform that modify or are likely to modify TOORLY IP, by any means whatsoever; or
• Use content related to Profiles or Pages other than in strict accordance with the Agreement.

12.3 Proprietary Rights of User and Warranties 

User represents and warrants that User owns and controls all intellectual property rights to the text, photographs, videos, content and any other material published through User’s Profile or made available through the use of the Services by User (“Users IP”) or holds the necessary rights and authorizations from the rightful owner(s) of such rights to publish such content on the Platform and grant the rights granted to TOORLY pursuant to the Agreement.

User shall indemnify, defend and hold TOORLY and the TOORLY Parties (as defined below) harmless from and against any claim or action brought by third parties, and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), relating to and/or arising out of or in connection with any alleged violation of such third party’s intellectual property rights with respect to material published and/or otherwise made available by User through the use of the Services.

User grants TOORLY a worldwide, royalty-free, non-exclusive and transferable license to use Users IP for the purpose of allowing the use of the Services by Users and maintaining User’s Profile, for as long as such Users IP is made available by User on the Platform. Without limiting the foregoing, User grants TOORLY the right to sublicense to Pages and its Users a non-exclusive and non-transferable license to use Users IP, including the right to access, reproduce, adapt and use Users IP on the Platform and by any and all media and means of distribution.

User expressly authorizes TOORLY to modify Users IP where necessary to comply with the graphic charter of the Platform or other communication media as referred to above and/or to make them compatible with their technical performances or formats.

12.4 Trademarks

The trademarks, logos, service marks and trade names displayed on or in connection with the Services are registered and unregistered trademarks of TOORLY, its affiliates and others and may not be used in connection with products and/or services that are not related to or associated with their rights holders, that are likely to cause confusion, or in any manner that disparages or discredits their rights holders. Nothing contained on or in connection with the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on or in connection with the Services without the written permission of TOORLY or the third party that may own the applicable trademark.

12.5 Claims Regarding Intellectual Property Rights

If User believes User’s respective Users IP has been copied or used on the Platform in a manner that infringes User’s rights as recognized by applicable intellectual property laws, User must inform TOORLY promptly to the following email address: ip@toorly.com.

12.6 Digital Millennium Copyright Act

If User is a copyright owner or an agent thereof and believe that any content on the Platform infringes upon User’s copyrights, User may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing TOORLY’s Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Platform are covered by a single notification, a representative list of such works on the Services.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit TOORLY to locate the material.
• An email address to permit TOORLY to contact the User submitting the claim.
• A statement that the User 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.
• A statement that the information in the notification is accurate, and under penalty of perjury, that User is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to the following Designated Agent:

TOORLY Global Ltd.
Attention: Legal Department // Mr. D. Wong
54, Hoi Yuen Road
Kowloon, Hong Kong
ip@toorly.com

For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to TOORLY customer service by sending an email to help@toorly.com or a message through the Contact Form. User acknowledges and agrees that if User fails to comply with all of the requirements of this Section, User’s DMCA notice may not be valid.

ARTICLE 13. AVAILABILITY & SECURITY OF THE PLATFORM

TOORLY makes commercially reasonable efforts to maintain the security, availability and integrity of the data transmissions on the Platform. However, in light of the characteristics and constraints of the Internet, TOORLY shall not be held responsible for any errors, interruptions, lack of availability, or viruses on its Platform.

TOORLY may not be held responsible in the event of malfunction, impossibility of access, or poor conditions of use of the Platform. Furthermore, TOORLY reserves the right to modify, interrupt, suspend or remove, temporarily or permanently, all or part of the Services, without notice or compensation of any kind.

ARTICLE 14. DISCLAIMER AND LIMITATIONS OF LIABILITY

THE PLATFORM, SERVICES, AND ALL CONTENT, PRODUCTS, INFORMATION, SERVICES AND POSTINGS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED.

All implied representations, warranties and conditions relating to the Services, and all Content, products, services and User postings are hereby disclaimed by TOORLY.  Without limiting the foregoing, TOORLY is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of User’s use of the Services.

Further, without limiting the foregoing, TOORLY, its affiliates, parent company, successors and assigns, officers, directors, employees, agents, representatives, licensors, partners, service providers, advertisers and suppliers (collectively, “TOORLY Parties”) make no representation, warranty or condition of any kind, express or implied, regarding any products or services ordered or provided via the Services, and hereby disclaim, and User hereby waives, any and all representations, warranties and conditions of any kind, express or implied, made in connection with product or services literature, frequently asked questions documents, advice or information, whether oral or written, obtained by User in connection with the Services, including correspondence with TOORLY or its agents, or otherwise.

USER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE TOORLY PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

User further understands and acknowledges the capacity of the Services, in the aggregate and for each User, is limited. Consequently, some messages, content and transmissions, including postings and any interaction with the Platform, may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable.

User acknowledges and agrees that TOORLY assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or postings, or for any failure or delay associated with any postings and User is hereby expressly advised not to rely upon the timeliness or performance of the Services for any transactions or postings.

Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this agreement may not apply to User.

ARTICLE 15. INDEMNITY

User agrees to indemnify, defend and hold the TOORLY Parties harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) User’s breach or violation of the Agreement or any applicable law, (b) any third party claims regarding User’s use of the Services, and/or (c) User’s postings on the Platform.

TOORLY reserves the right to assume the exclusive defense and control of any matter subject to indemnification by User and all negotiations for its settlement or compromise, and User agrees to fully cooperate with TOORLY upon its request.

ARTICLE 16. OTHERS

16.1 Customer Support

For assistance with technical issues or customer support inquiries, User may use the Contact Form or contact TOORLY by writing to: help@toorly.com.

16.2 Third-Party Platforms, Services and Contents

User shall not post or otherwise disseminate on the Platform content (including links to third-party websites or platforms) that is illegal, illicit or immoral.

User is also made aware that the Services may include links allowing access to third party websites or third party materials, including third party platforms.

The inclusion of such third party services and/or links thereto does not constitute an endorsement by TOORLY, its affiliates, or parent company, or any of its or their respective successors, assigns and representatives, or any association in connection therewith.

TOORLY does not verify, endorse, or have any responsibility for third party services and any third party business practices, whether the Services’, TOORLY’s or its affiliates’ logos, marks, names and/or sponsorship or other identification is on the third Party Services.

TOORLY shall not be held responsible or liable for any loss or damage caused by or related to User’s use of any third party services.

Therefore, User is encouraged to read the terms and conditions and privacy policy of each third party service User uses.

16.3 Data and Wireless Access Charges

Accessing TOORLY requires data access, and the provider of data access (e.g. network operator, wireless carrier, etc.) for User’s Device may charge User with data access fees in connection with User’s use of such Services, including wireless carrier messaging and other communication, messaging and data fees and charges.

Under no circumstances will TOORLY be responsible for any such data access fees and charges in connection with User’s use of any Services, including wireless internet, email, text messaging or other charges or fees incurred by User (or any person that has access to User’s Device, telephone number, email address, Profile or other similar information).

Further, the use or availability of certain Services may be prohibited or restricted by User’s wireless carrier and/or data access provider, and not all Services may work with all wireless carriers, networks, platforms, services or Devices.

16.4 Assignments 

The Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by User, but may be assigned or transferred by TOORLY without restriction, notice or other obligation to User.

ARTICLE 17. DURATION

The Agreement shall remain in force for the entire duration of User’s use of the Services.

ARTICLE 18. SEVERABILITY

If any term or other provision of the Agreement is determined to be invalid, illegal or incapable of being enforced under any applicable law or as a matter of public policy, all other conditions and provisions of the Agreement shall nevertheless remain in full force and effect.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Agreement so as to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the obligations contemplated by the Agreement be fulfilled as originally contemplated to the greatest extent possible.

ARTICLE 19. GOVERNING LAW AND JURISDICTION

19.1 Governing Law of the Agreement

The Agreement and User’s use of the Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding such state’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York.

However, some countries may have more protective national consumer laws that could require the Agreement to be governed by such local laws. This paragraph does not override these laws.

19.2 Informal Conflict Resolution

User agrees to use reasonable efforts to sort any dispute or conflict informally before filing a claim against TOORLY by contacting help@toorly.com.

The Parties shall work in good faith to resolve the dispute or conflict.

If a dispute is not resolved within ninety (90) days of User having filed a claim against TOORLY, either of the Parties may choose to bring a formal proceeding according to the provisions mentioned below.

If User is residing in a country within the European Union, User can access the online dispute resolution platform managed by the European Commission here: https://ec.europa.eu/consumers/odr.

19.3 Governing Jurisdiction

Both Parties agree that any judicial proceeding brought to resolve a claim regarding the Agreement shall be brought in the federal and state courts located in the State and County of New York (notwithstanding such state’s conflict of laws provisions). User may not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum, non-convenience or otherwise.

These provisions apply to US residents to the extent that the arbitration and waiver provisions set forth in the Agreement are not applicable.

If User resides in a country (e.g. Member State of the European Union) which has enforceable laws giving User, as a consumer, the right to bring disputes to the national courts of User’s country, the provisions mentioned in this paragraph shall be analyzed in light of User’s rights and shall not infringe such laws.

ARTICLE 20. BINDING ARBITRATION AND CLASS ACTION WAIVER (US Users only)

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.

Neither User nor TOORLY will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all Parties to the arbitrations or proceedings.

User and TOORLY agree to arbitrate, as provided below, all disputes between the Parties (including any related disputes involving TOORLY, its subsidiaries or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights.

“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between User and TOORLY concerning the Services or the Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis.

User and TOORLY empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the Agreement or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Agreement are void or voidable.

In the event of a dispute, User or TOORLY must send to the other Party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the Party giving the notice, the facts giving rise to the dispute, and the relief requested. This notice of dispute must be sent to TOORLY Global LTD, 54, Hoi Yuen Road, Kowloon, Hong Kong , Attention: Legal Department.

TOORLY will send any notice of dispute to User at the contact information it has for the concerned User. The Parties will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. Either Party may commence an arbitration proceeding after the expiration of such a sixty (60) day period. User may instead litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not the Parties negotiated informally first.

If User and TOORLY do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. THE USER UNDERSTANDS AND ACKNOWLEDGES THAT THE USER IS GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in the State and County of New York, provided, however, that if circumstances prevent you from traveling to New York, JAMS may hold an in-person hearing in User’s hometown area.

User and TOORLY agree to submit to the exclusive jurisdiction of the State and Federal Courts situated in the State and County of New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to User individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy User’s individual claim.

In accordance with the JAMS Rules, the Party initiating the arbitration (either User or TOORLY) is responsible for paying the filing fee. However, if the arbitrator issues User an award of damages and: (a) that award is greater than the amount of TOORLY’s last written settlement offer; or (b) if TOORLY did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, TOORLY will reimburse User for the filing fees User incurred.

Except as provided above with respect to jurisdiction in the State and County of New York, nothing in this arbitration provision shall be construed as consent by TOORLY to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Services or the Agreement.

Last updated: December 6, 2022