Terms of Service

It is important that You read these Terms carefully. By accessing or using the Services in a signed Order Form, You represent, warrant and signify that: (a) You are at least 18 years of age; (b) You have read, understood and agree to be bound by these Terms as they may be amended from time to time; and (c) You have read and understand our Privacy Policy, which can be accessed at https://www.toolbx.com/privacy-policy (the "Privacy Policy"), the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy.

You may not use the Services, sign an Order Form, or accept these Terms, if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).

We may add to, discontinue, or revise these Terms or the Order Form or any aspect, mode, design, or service provided under the Services pursuant to applicable privacy legislation and regulations under the Consumer Protection Act (Ontario), 2002, S.O. 2002, c. 30, Sched. A, which include but are not limited to the:

1. scope of the features of the Services and Portal;
2. timing of the features of the Services and Portal;
3. software/hardware required for access to the Services and Portal; and
4. geographic locations or jurisdictions in which certain features of the Services and Portal may be available.

We may amend the Terms without notice for non-material amendments. In the event of a material change, we will provide the User with thirty (30) days’ notice of a material change in the Terms and conditions (including changes in pricing) via e-mail to the email address supplied to us by the User, setting out:

1. the new or amended agreement terms;
2. how such terms read formerly;
3. the date of the coming into force of the amendment;
4. the means in which You can respond and the effects of not responding;
5. the option to either terminate the Terms or Order From or retain the existing Terms or Order From unchanged; and
6. the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).

We highly recommend that Users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that You have accepted the change to the Terms and conditions, unless You notify us to the contrary, no later than thirty (30) days’ after the amendment comes into force, that You desire to cancel the contract or deregister or unsubscribe from access to the Services.

We will post the most current Terms on the Website and your use of the Services will be subject to the most current Terms as posted on the Website at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms. You hereby agree that the Company shall not be liable to You, your employee, or any other third party for any amendments to the Terms of Use.

Your Amendment to an Order Form. In the event that you desire to amend an executed Order Form you must promptly provide notice to the Company of at least forty-eight (48) hours before the commencement date in the Order Form. Any change is not binding unless mutually agreed in writing.

The Company shall use reasonable commercial efforts to develop and deliver the customized Portal to you in accordance with the timetable set forth in the Order Form. 

The Company shall notify you when the Company believes the customized Portal is ready for use by you. Upon receipt of such notice, you shall have ten (10) days in which to test the Portal. If you believe there are defects in the Portal, you shall notify the Company and the parties shall cooperate in fixing any such defects. You shall be deemed to have accepted the customized Portal (i) if you do not notify the Company of defects within such ten (10) day period, (ii) when it notifies the Company of such acceptance, or (iii) when it has used the customized Portal in commerce for thirty (30) days, whichever occurs first (“Acceptance” or “Accepted”).

Fees. The fees applicable to the Services are set out in the Order Form and are based on the features you selected for the Portal. Payment of the fees is also set out in the Order Form, if omitted, then all fees are payable within thirty (30) days of the Company sending you an invoice for the Services on your account (the “Due Date”). 

Late Payment. Any amounts payable by the User hereunder which remain unpaid after the Due Date shall bear interest at the rate of 6% per annum, or the maximum amount allowable by law, such interest to be calculated pro rata on a daily basis from the date the payment becomes overdue until the date payment is made in full. 

Users may be required to provide account information for at least one valid debit or credit card through the Services (“Debit or Credit Card Information”). We will use this Debit or Credit Card Information in accordance with this Agreement and our Privacy Policy. 

We are not liable for any payments that are not completed because: (1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) You have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).

Expenses. You will be solely responsible for all costs and expenses related to access to the Services, shipping of your products on your Portal to your customers, all costs for developing/selling/manufacturing your products on your Portal, training for use of t your products on your Portal, advertising, and marketing of your products on your Portal, and any updates to your products on your Portal.

All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. The Company will not be responsible for any taxes or duties owed by You.

The Company may suspend provision of the Services and the Portal in the event that: 

1. you fail to make any payment when due;
2. you cease to carry on its business in the normal course;
3. you are in material breach of these Terms or the Order Form.

Suspension shall have no effect on your payment obligations during the term of the Order Form. A suspension event shall be a material breach by you of these Terms.

These Terms are effective on the date that Services commence in accordance with the Order Form and will continue to apply until our relationship with You is terminated or the Services are Accepted. Users may terminate their relationship with us by notifying the Company via email at info@toolbx.com. The Services provided and the applicable fees shall continue until the end of the Users current term, as set out in the Order form, and the User has notified us of the User's desire to close their account, and to cease use of the Services. Users that use the Services during a trial period and do not register for the Services after the trial period will have their account terminated at the end of the free trial period.

We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:

1. if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
2. if we have changed our Terms or Privacy Policy and have not received your required consent, subject to the amendment provision in this Agreement;
3. if we are required to terminate the relationship by law;
4. if we receive any notice of your misuse of the Services; or
5. if provision of the Services is no longer commercially viable for us.

Upon termination of our relationship, we will immediately revoke your license to use the Services and Portal and block all access to your account and may delete all data and information associated with your account thirty (30) days after such termination or the longest period allowable by law. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination.

Termination Fees. You may cancel an executed Order Form by contacting the Company in writing. If you cancel an executed Order Form with less than forty-eight (48) hours’ notice before the commencement date in the Order Form, you shall pay for the equivalent of seventy-five percent (75%) of the fees set out in the Order Form (the “Termination Fee”).

In order to use the Services, a User must register using our registration page located on the Website.

Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your name and email address (“User ID”), allows You to access the Services. The User ID and password, together with any other contact information You provide us at the time of signing up for the Services and executing the Order Form, form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up to date. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via e-mail at info@toolbx.com as soon as possible.

Accounts: You may not open an account if you are a competitor of the Company.

Technical Support. Company shall provide ongoing support and maintenance services to ensure that the Portal performs as set out in the Order Form, including any update by the Company to the underlying Platform. Technical support does not include the Company providing any change in features (excluding updates to the underlying Platform) or any request for new customizations by you, which will be considered new scope and will require the Parties to mutually agree on a new Order Form. 

Permitted Uses: You agree to use the Services only for purposes that are permitted, both by the Terms, the Order Form and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the privacy legislation.

Unauthorized Access: You agree to only access (or try to access) and use the Services through interfaces provided by us. You shall not access (or try to access) and use the Services through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.

‍Prohibited Uses: You may use our Website, Services, and products only for lawful purposes. You may not use our Website, Services, or products in any manner that:

1. breaches any applicable local, national or international law or regulation;
2. may in any way be considered harassment to another person or entity;
3. may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4. may in any way damage, disable, overburden, and/or impair the Company’s server, Services, or any network connected to the Services, and/or interfere with any other party’s use or enjoyment of the Services;
5. is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
6. harms or attempts to harm minors in any way
7. will reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services or Portal; or
8. will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Services or Portal customers, employees, members, or officers;

and any of the foregoing will result in immediate account termination.

You represent and warrant that You will not use the Services, Website or Company’s products to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.

Moderation: You understand and agree that although the Company is not required to moderate your use of the Services or Portal, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms, your Order Form, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.

User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms, the Order Form, and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).

You understand that when using the Services, Website or Company’s products, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Services, Website or Company’s products at your own risk.

Technical Requirements: Use of the Services requires internet access through your computer. The Company has provided you with the technical specifications of the Platform, Portal and Company’s own technology infrastructure (to the extent relevant to the operation of the Portal), on the Order Form, including but not limited to security specifications. Should the Company wish to make any material modification of such technical specifications it shall use reasonable efforts to notify the Client no less than ninety (90) days in advance. You acknowledge that You and the end-customers of your products on the Portal may be required to have location services enabled to use some features of the Portal and acknowledge that some features may not be accessible with such technologies disabled.

Your privacy is very important to us. Please review our Privacy Policy. Our Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and business financial information collected for the purposes of the features offered through the Services, Website or Company’s products.

You shall keep accurate records of the sales of your products to end-customers of the Portal using salesforce or a mutually agreed software tool and shall make these records available for review by a representative of the Company within ten (10) business days following the end of each month.

The Portal, or Platform, may link to third-party websites, social media platforms, or resources. Such links are provided as a convenience only and do not imply an endorsement, warranty, or guarantee by the Company of any such linked website or the company it purports to represent. The Company does not assume any responsibility or liability for the third party’s availability, accuracy, the related content, products, or services. You or the end-customers of your products on the Portal are solely responsible for use of any such websites or resources and compliance with the third-party’s policies. Should You or the end-customers of your products on the Portal elect to enter into a binding contract with any such website, You or the end-customers of your products on the Portal agree to hold the Company harmless and hereby release the Company from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of their actions or the actions of any user associated with their account, offering to accept or having accepted any products or services that are available from those sites.

You acknowledge that the Company derives certain rights herein from third parties and that the Company reserves the right to modify or amend these Terms or the Order Form if mandated by such third parties upon thirty (30) days’ written notice to you. You acknowledge and agree that such notice period may result in an interruption to the Services or Portal and agree not to make any claim for breach of these Terms or the Order Form or liability as a result of such interruption.  

Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Services, Portal Website or Company’s products and any associated data files, excluding the User Data (defined below); and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Services, Portal, Website or Company’s products (all such information, individually and collectively, being the “Services Content”), which You may have access to when using the Services. 

Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Services or Portal. You may not modify, rent, lease, loan, sell, distribute, or create any derivative products or services (or parts of services products or services) based on the Services Content that You do not own or to which You have rights, or to create derivative works based on the Services or Portal. You may not infringe upon our intellectual property or adapt, reproduce, publish, or distribute copies of any information or material found on the Services or Portal in any form (including by e-mail or other electronic means), without our prior written consent.

You are not required to provide the Company with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”). In the event that you do provide the Company with Feedback, the Company may use such feedback to improve the Services or Portal or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.

Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Portal in accordance with these Terms and your Order Form. This limited license is subject to full payment of the fees set out in your Order Form, when due. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.

The Company may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Services, Platform and Portal (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.

Rights to content provided by you: Unless expressly stated herein, the Company does not retain any right, title and interest to the information provided, inputted, or uploaded to the Service or Portal by You (“User Data”). You understand and agree that the ownership of User Data shall be decided amongst yourself and your employer, if applicable, and that your User Data may be available to your employer even after the termination of your account with the Services or Portal. You agree that You will defend, indemnify, and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.

You agree and grant to the Company a perpetual; non-exclusive; revocable upon written notice provided in your discretion, such discretion to be reasonably exercised; and royalty-free license to use your name, logo, or trademark for the purposes of the performance of any of the Services, or to otherwise fulfill the obligations of these Terms or the Order Form (the “User Data License”). The Company shall not do or allow to be done any act or thing that will in any way impair the rights of your name, logo, or trademark. You may revoke this license at any time. The User Data license will terminate at the expiration of the term (as defined in the Order Form). You own all of the relationships with the end-customers of your products on the Portal.

You also understand that in order for us to operate the Services or Portal, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data. In the event that you would like to share User Data with the Company, you acknowledge and agree that You have read and understand our Data Sharing Terms, (the "Data Sharing Terms"), the terms of which are incorporated herein by reference, and agree to abide by the Data Sharing Terms.

At any time and up to thirty (30) days after termination, You may request a copy of all of your User Data from the Services or Portal (“Data Dump”). You understand and agree that after the expiration of thirty (30) days after such termination, your User Data may be permanently deleted, and You will no longer have access to such Data Dump.

No warranty for your products. The Company is providing the Services under the terms of this Agreement and disclaims any and all implied or express warranties made about your products on your Portal. 

Company Platform Disclaimer. The Company will use reasonable efforts to provide advance notice of any scheduled Portal disruption. The Company does not warrant that the Portal will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Portal or the Services. Except as expressly set forth in this section, the Portal is provided “as is” and the Company disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose and non-infringement, and your exclusive remedy and the Company’s sole liability under these Terms or the Order Form for Portal failure is to correct the Portal, at the Company’s sole cost and expense. 

No endorsement as to accuracy. The Company accepts no responsibility for the accuracy of any third-party or your provided materials, resources or User Data provided by or created using the Portal. 

Downtime: The Services, Platform or Portal may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Services, Platform or Portal.

Ratings and reviews: We accept no responsibility or liability for any ratings or reviews of an employee posted to the Services, Website, Platform or Portal, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee. Ratings and reviews posted to the Website or Platform DO NOT reflect our views.

Monitoring: We do not accept any liability for monitoring the Portal or Website or for unauthorized or unlawful content on the Portal or Website or use of the Portal or Website by users.

No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Portal.

Damage to hardware: Any material downloaded or otherwise obtained through the use of our Services and Portal is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Services or Portal.

The Portal may store your data as long as your account is current and active and for thirty (30) days after such termination or the longest period allowable by law.On a regular basis we create a backup of all data in our system, which is retained for thirty (30) days after such termination or the longest period allowable by law, after which it will be removed permanently from all our systems. This backup is for use by the Company only in the case of disaster recovery or to maintain business operations in the case of an emergency. the Company will not restore data unless it determines, in its sole discretion that a data recovery is necessary.

We are unable to provide refunds.

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

1. any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
2. your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
3. communications received to you through your access to the Services or Portal;
4. the posting of information on the Services, Portal, Website, blog, account or any affiliated social media, including but not limited to, User data, cards, written reviews, pictures, or personal information;
5. the use of the Services or Portal and any related applications including third party services;
6. the use of any software related to the Services or Portal;
7. viruses, spyware, service provider failures or internet access interruptions;
8. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
9. any content relating to the use of the Services or Portal,

even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Services or Portal in the previous 6 months prior to the Claim.

To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms or the Order Form; your access to and/or use of the Services or Portal; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Services or Portal; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms or Order Form.

You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You, using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.

By visiting the Website or using the Services or Portal, You agree that the laws of the State of Delaware, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the state of Delaware, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the courts of the state of Delaware. You agree to pay reasonable attorneys' fees and court costs incurred by us to collect any unpaid amounts owed by You.

‍Expenses: Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.

You agree that we are not liable for a delay or failure in performance of the Services or Portal or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

The Company reserves the right to subcontract any Services that the Company has agreed to perform for You. 

The parties shall be deemed to be independent contractors in accordance with this Agreement.

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.

You may not, without our prior written consent, assign the Terms or Order Form, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Terms or Order Form and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Terms or Order Form will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.

All covenants, agreements, representations, and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.

The Agreement will constitute the entire agreement between us and You with respect to the subject matter hereof and all prior oral or written agreements, representations, or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Privacy Policy, the terms and conditions found herein shall prevail.

By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Services or Portal. It is your responsibility to update or change that address, as appropriate.

If You have any questions or comments regarding these Terms or Order Form, please contact our head office by email at info@toolbx.com.