DATED: January 1st, 2021.
1. Acceptance of Terms and Definitions.
These terms of service (“Terms”) apply to your use of the Torizon platform (“Services”) and are a binding, legal agreement between you and Toradex AG, Ebenaustrasse 10, 6048
Horw, Switzerland (“Toradex”). By checking the “I accept” box when registering for the Services, or otherwise using the Services, you agree to be bound by these Terms. Please read the Terms carefully before using the Services. If you are entering into
these Terms on behalf of a company or other legal entity, you represent that you have full authority to bind such entity to these Terms.
Words in these Terms may have a specified definition, which can be found in the last section of these Terms, and you hereby acknowledge and consent to these definitions.
Toradex may update, modify, or replace (collectively referred to as “change”) these Terms from time to time, in our sole discretion. The continued use of the Services by you after any change shall mean you accept and agree with the change. If you do not agree you shall not use the
Services. We will post the changed Terms on the Website or through other communication channels.
In addition to these Terms, Toradex may publish other regulations or policies on the Services website that shall have the same effect as a change of these Terms.
2. Use of Services.
We grant you a non-exclusive, non-sublicensable, non-assignable right to access and use the Services.
The Services enable you to send electronic files or data (“Content”) to the Services infrastructure or to download Content using the Services. You may access and use the Services on a hosted basis via the Website (“Software as a Service” – “SaaS”) or via the API.
You understand that Toradex uses third-party service providers and third-party hosting partners to provide the Services.
You guarantee that: (i) you will use the Services solely for their intended purpose, (ii) you have permission to post, upload, or otherwise transmit the Content to the Services infrastructure, and (iii) you have permission to grant access to the Content for
downloads.
Unless explicitly provided otherwise in writing, Toradex has no obligation to retain backups of the Content.
The use of the Services does not grant you any right to physical access, or possession of, any servers, equipment, or other real or personal property.
Unless explicitly provided otherwise, Toradex has no obligation to operate the Services, to keep the Services online, or to provide any support for the Services.
Toradex reserves the right to charge fees for the Services, or to make specific parts of the Services available for a subscription fee only. Prices are as posted on the Website and subject to change upon 30 days’ notice.
3. Registration and Account.
You may register an account for the Torizon platform, and you agree to provide proper information during registration. You are responsible for maintaining the security and confidentiality of your account and password, and you will not lend, lease, transfer, or
assign your account to a third-party.
You are responsible for any activity that occurs under your account and you must update your information when necessary. Toradex may send notices, statements, and other information to you through the account or via email. Account registration is limited to businesses only. Bots or other
automation tools may not be used to register accounts.
Please notify Toradex immediately of any unauthorized use of your account and be particularly cautious when accessing your account from a public or shared computer.
Toradex may suspend your account and access to the Content temporarily or permanently in case of illegal use, violation of these Terms, or the rules of conduct.
4. Privacy and Security.
a) Privacy.
The Services uses cookies to improve your web experience and to provide Toradex with information about your browsing activities. Cookies may store your log-in details, your IP-address, the web pages you visited, as well as other details. You hereby agree to the collection of data by
cookies – however, you may manually change your browser settings to deactivate cookies at any time, although you may not have access to all the features on the Services.
You acknowledge that, except for your account registration, the Services are not intended for storing and processing any personal data from Users, and you will not use the Services to store or otherwise process any personal data that directly or indirectly identifies any natural person.
Please be aware that the Content may be transmitted and stored on servers in other countries with different or weaker privacy protection legislation than in your home country. We may declare and update the locations of the Services infrastructure on the Website or in our Privacy Policy.
Toradex may publish a Privacy Policy on the Website, which is hereby incorporated in these Terms, and which contains more detailed information about the collection of data.
b) Security.
You acknowledge that the use of the Services requires the processing and transmission of information over the Internet and that information may be transmitted through networks which are not owned or operated by Toradex or which are in other countries. Toradex is not responsible for any
communication or data which are lost, altered, intercepted, or stored without authorization during the transmission over the Internet.
You acknowledge that:
- the Services are not intended for storing or otherwise processing any confidential information;
- Toradex has no obligation to retain backups for any Content;
- you are responsible that your Content does not contain malware, worms, or viruses, or any code of destructive nature.
It is recommended that you install anti-malware and firewall software on your computer to protect yourself and others from viruses, worms, and other malware.
5. Rules of Conduct.
You are responsible for ensuring that the Content you post, upload, send, receive, or download complies with all applicable laws and regulations and rights of third parties.
You must comply with all applicable laws and regulations when using the Services. In particular, without limitation, you agree not to:
- post, upload, share, or otherwise transmit Content which is unlawful, offensive, threatening, defamatory, obscene, or otherwise objectionable;
- post, upload, share, or otherwise transmit Content which violates other parties’ intellectual property rights;
- post, upload, share, or otherwise transmit malware, worms, or viruses, or any code of destructive nature;
- violate privacy rights or engage in activities contrary to the intended purpose of the Services (e.g. hacking, misuse of another party’s account data);
- access non-public areas of the Services without the necessary authorization.
Toradex reserves the right and authority of interpretation whether a conduct is against the rules of conduct. Toradex may publish additional rules of conduct on the Website, which must be followed by all users.
6. Excessive Use Policy.
You agree to use the Services not in any manner that causes excessive data traffic and load to the Services infrastructure. Toradex may suspend your account and access to the Content temporarily or permanently in case you access our API in a way that constitutes excessive or abusive
usage, or to circumvent, reverse engineer, or break the Services.
7. Intellectual Property Rights.
All intellectual property rights to the Services, including, without limitation, copyrights, trademarks, patent rights, and all other intellectual property rights, remain with Toradex and our licensors. You agree not to modify, obscure, or delete any proprietary rights notices. You may
not modify the Services software, make derivative works based on the Services software, or combine the Services software with any other programs. You may not reverse engineer, disassemble, or decompile the Services software, in whole or in part.
You retain all right, title, and interest in and to your Content. You are responsible that you have all permissions necessary to post, upload, send, receive, download, or otherwise transmit the Content. You will defend Toradex against any claims or proceedings against Toradex by a
third-party alleging that your Content infringes the intellectual property rights of a third-party and will indemnify Toradex for any damages finally awarded against Toradex, including incurred attorney’s fees, in connection with such claims or proceedings.
You grant Toradex a non-exclusive, worldwide, and royalty-free right to use the Content to the extent necessary to provide the Services and to provide support for the Services.
Toradex reserves the right to delete any Content in case of violation or reasonable suspect of violation of intellectual property rights.
8. Disclaimer of Warranties.
Unless explicitly provided otherwise in writing, Toradex does not warrant that: (i) the Services will meet your expectations and specific requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) support or error corrections
will be provided for the Services.
The Services and any content, information, functionality, software, and products are provided on an “AS IS” and “AS AVAILABLE” basis. Toradex disclaims all warranties, express and implied, including without limitation the warranties of merchantability or fitness for a particular purpose. You acknowledge that your use of the Services is at your own risk.
9. Limitation of Liability.
In no event shall Toradex, its employees, directors, officers, agents, and affiliates be liable for any indirect, incidental, special, punitive, or consequential damages, or damages for loss of profits, loss of revenue, loss of data, or other damages arising out of or in connection with
the Services. For all claims under mandatory law, including claims for direct damages, Toradex’s cumulative liability shall be limited to the amount of fees we have received from you for the Services during the twelve (12) months period immediately preceding
such claim or the amount of one hundred Swiss francs (CHF 100), whichever is higher.
10. Termination.
You may terminate your account by using the methods provided on the Website. Toradex may, in its sole discretion, suspend or terminate the Services and your account for any reason at any time, in particular if you commit a material breach of these Terms. Termination will result in the
deletion of all your Content from the Services and in the deactivation of your account. Refunds or credits for prepaid amounts are excluded unless the termination is initiated by Toradex without giving cause.
11. Force Majeure.
Except for payment obligations, neither party will be liable to the other for delays or failures in performance due to acts beyond its reasonable control including, without limitation, acts of God, strikes, acts of war or terrorism, breakdowns, interruptions, or malfunctions of power or
computer facilities, epidemics or pandemics.
12. Export Control.
You agree that you will comply with all applicable export and re-export control laws, in particular with Council Regulation (EC) No 428/2009 and the U.S. Export Administration Regulations. You will not, directly or indirectly, export or re-export any Content to any destination to which
such export or re-export is restricted or prohibited by any applicable laws without obtaining prior authorization by all relevant Government authorities. You may not use the Services to process or transmit any plans, specifications, or other technical data or information that contains
restricted or sensitive data or information about military devices, arms, or weapons systems.
13. Governing Law and Jurisdiction.
These Terms shall be governed exclusively by the
laws of Switzerland. Any disputes under these Terms shall be exclusively heard in the courts of the Canton of Lucerne, Switzerland, venue at the seat of Toradex,
and you consent to exclusive jurisdiction and venue in such courts. The application of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
14. Attorneys’ Fees.
In any court action at law or equity that is brought by anyone to enforce or interpret the provisions of these Terms, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
15. Waiver.
Any of the provisions of these Terms may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to
the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
16. Severability.
If any provision of these Terms is found to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of these Terms shall not be affected
thereby.
17. Relationship of the Parties.
Nothing in these Terms shall be deemed to result in an agency, partnership, or joint venture between You and Toradex.
18. Definitions.
“Content”
shall mean the electronic files or data you post, upload, send, receive, download, or otherwise transmit over the Services, e.g., binary files, text, graphics, images, documents, or other data.
“Party”, “party” shall mean either You or Toradex.
“Privacy Policy”
shall mean the privacy policy separately published on the Website by Toradex.
“Services” shall mean the Torizon platform, including the Website, content, functionality, software, API, products, and services made available to you.
“Terms” shall mean these terms of use in its entirety or one or individual sections or parts thereof.
“Toradex”, “We”, “we”, “us” or “our” shall mean Toradex AG, Ebenaustrasse 10, 6048 Horw, Switzerland.
“User”, “Users”, “user” or “users” shall mean any individual or collectivity of individuals, including you, accessing and using the Services, and, if you access the Services on behalf of a corporation of other legal entity, you and such corporation or other legal entity on
whose behalf you access the Services.
“Website” shall mean https://app.torizon.io and related websites.
“You”, “you” or “your” shall mean a business accessing and using the Services.