TERMS OF USE

1. ACCEPTANCE OF TERMS.

ToughLeaf.com (“Tough Leaf, Inc”, or the “Site”) is a site designed to empower minority and women-owned businesses to win more projects by connecting them with Contractors (or those looking to him them). By registering, posting, viewing, printing, reading or using the Site, you are agreeing to these Terms of Use as they may be modified, amended or superseded from time to time (the “TOU”).

(a) If you are registering or making a posting, or modifying a listing or posting, in any way, you are agreeing to comply with the TOU in effect on the day the latest date that you take any such action. If the TOU is amended subsequent to your original submission, you are agreeing to abide by the TOU in effect on the day you last modify your posting. If you are viewing, printing or otherwise accessing a posting, you are agreeing to the TOU in effect on the latest day that you access the Tough Leaf, Inc site and review, access, respond to any posting or make a proposal to license or collaborate..

(b) In addition, when using particular Tough Leaf, Inc services offered on the Tough Leaf Inc site (“Services”), you agree to abide by any applicable posted guidelines and terms for Tough Leaf Inc Services on the date of use, which may change from time to time.

(c) Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with Tough Leaf, Inc in any way, your only recourse is to immediately discontinue use of Tough Leaf, Inc and any applicable Service. This will not relieve you of your obligations under the TOU or any amounts due or payable to that may become due and payable as a result of your access to the Site.

(d) Tough Leaf, Inc has the right, but is not obligated, to strictly enforce the TOU through self-help, active investigation, litigation and prosecution.

2. MODIFICATIONS TO THIS AGREEMENT.

Tough Leaf, Inc reserves the right, at its sole discretion, to change, modify or otherwise alter these and any later terms and conditions at any time. Modifications shall become effective immediately upon the posting thereof on the Tough Leaf, Inc. We strongly recommend that you review the TOU in effect when you access the Tough Leaf, Inc, post anything or otherwise access any Tough Leaf, Inc service, since changes in the terms and conditions may have become effective since your last visit to the Site. The TOU is an agreement binding upon you. It is your responsibility to keep yourself apprised of any changes. You can find the most recent version of the TOU at: https://www.ToughLeaf.com/tou

3. CONTENT.

(a) You agree that all information you provide on the Site, or other postings, messages, text, files, images, graphics, photos, video, sounds, or other materials (collectively, “Content”) posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. Tough Leaf, Inc is not responsible for Content nor is it responsible for verifying the ownership or originality of the Content or whether any information or any Content therein infringes upon the intellectual property rights or other rights of any third party. Information Providers are solely and entirely responsible for each item of Content that the provider posts. By submitting any information, the Provider agrees to indemnify, defend (with counsel selected by URM) and hold harmless Tough Leaf Inc and each person that accesses or uses the submission from and against any and all claims, costs and expenses arising out of or relating to any action, claim or proceeding brought by any third party (including, without limitation, any collaborator, co-inventor, co-author, funding source or employer) and to advance defense costs to each such indemnitee as requested. The preceding sentence is intended to cover patent, trademark, unfair competition and any other type of claim that is or may be asserted, whether in law or in equity, anywhere in the world.

(b) Each community member that accesses the Site (a “Seeker”) agrees that she or he will look solely to the applicable person who provided the information or Content (a “Provider”), and not to Tough Leaf, Inc with respect to any claims arising out of or relating to Content or its infringement upon the rights of any third party.

(c) You, as a Provider or Seeker recognize and agree that Tough Leaf, Inc does not control any information or Content on the Site, and Tough Leaf Inc is not responsible for any information on the Site or any Content.

(d) The Site, any information or other Content available through the Tough Leaf, Inc Service may contain links to other websites, which are completely independent of Tough Leaf, Inc. Tough Leaf, Inc makes no representation or warranty as to the accuracy, completeness, originality, ownership, utility, use or authenticity of the information contained in any information or Content available on the Tough Leaf, Inc. or any information contained on any site to which any Information or Content is linked or makes reference.

(e) Each Seeker agrees to evaluate, use due diligence to investigate and bear all risks associated with, the use of any Information or any Content. Each Seeker understands and agrees that she, he or it may not rely on any Information or any Content without conducting independent due diligence and an evaluation, and that under no circumstances will Tough Leaf Inc be liable in any way for any Information, Content or for any loss or damage of any kind incurred as a result of the access, purchase, license, use or any other exploitation of any Information or Content posted, or otherwise made available on the Site or via the Tough Leaf, Inc Service.

(f) All information and Content on the Site are the property of their respective owners. Tough Leaf, Inc does not and is not required to verify the ownership of any information or Content. Tough Leaf, Inc does not and is not required to pre-screen or approve any information or Content. It does not and is not required to conduct patentability or infringement searches or otherwise verify claims made in any Infirmation or Content submitted to the Site. It is the sole responsibility of Seekers to conduct any and all such inquiries.

(g) Tough Leaf, Inc shall have the right (but not the obligation) in its sole discretion, and without liability to the Information Provider, any Seeker or any third party to refuse, delete or move any Information or Content that is submitted to the Site for any reason or without stated reason.

4. LINKED CONTENT, SITES, AND SERVICES.

The Tough Leaf, Inc site and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of Tough Leaf, Inc, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

5. SEEKERS RESPONSIBILITIES AND DUTIES WITH RESPECT TO INFORMATION AND CONTENT.

(a) Your interactions with Providers, or organizations or individuals found on or through the Site or Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these organizations or individuals.

(b) You agree that Tough Leaf, Inc shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings you may have with an Information Provider or any third party or the authorized or unauthorized use of any Information or any Content.

(c) If there is a dispute between Information Providers, Seekers or any person or entity affiliated with them or having any interest in any Information or content, or with any third party, you agree that Tough Leaf, Inc is under no obligation to become involved. If you have a dispute with one or more Information Providers, Seekers or any person or entity affiliated with them or having any interest in any Information or content, or with any third party, you hereby release Tough Leaf, Inc, its directors, officers, managers, employees, agents, shareholders, successors and assigns from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any Information, Content, use, access, publication or such disputes and/or our Service.

(d) To the extent that it may be applicable, all rights under Section 1542 of the Civil Code of California are hereby expressly waived by you. Said Section reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

6. NOTIFICATION OF CLAIMS OF INFRINGEMENT.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify URM’s agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at

hello@toughleaf.com

Please mark your notice so that we can identify it as a notice of infringement by using the word “NOTICE OF INFRINGEMENT” in the subject line and provide Tough Leaf, Inc with the following information as part of your notice:

(i) Identify the material on the Tough Leaf, Inc site that you claim is infringing, with enough detail so that we may locate it on the website;

(ii) A statement by you that you have a good faith belief that the disputed use is not authorized by the rightful copyright owner, its agent, or the law;

(iii) A statement by you declaring under penalty of perjury that (1) you are the rightful owner of the intellectual property interest involved or that you are authorized to act on behalf of the rightful owner, and (2) the above information in your notice is complete and accurate;

(iv) Your address, telephone number, and email address; and

(v) Your physical or electronic signature.

Tough Leaf, Inc will remove the infringing posting(s), subject to the procedures outlined in the United States Digital Millennium Copyright Act (DMCA).

7. PRIVACY AND INFORMATION DISCLOSURE.

Tough Leaf Inc has established a Privacy Policy to explain to users how their information is collected and used, which is located at the following web address:

https://www.ToughLeaf.com/Registration/privacyPolicy

Your use of the Tough Leaf, Inc Site or the Service signifies acknowledgement of and agreement to our Privacy Policy in effect on the date of your last use. You further acknowledge and agree that Tough Leaf, Inc may, in its sole discretion, preserve or disclose your information and Content, as well as your personally identifiable information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce the TOU; (iii) respond to claims that any information or other Content violates the rights of third-parties; (iv) respond to claims that property of a third-party has been posted or transmitted without their consent or as a form of harassment; (v) protect the rights, property, or personal safety of Tough Leaf Inc, its employees, officers, directors, shareholders, agents or representatives, or other users of the Service or the general public.

8. CONDUCT.

(a) Each Provider agrees not to post, email, or otherwise make available information or Content:

(i) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships or on the rights of any third party;

(ii) that the information or Content are your original works, and that no third party has any rights therein (other than collaborators identified in the original submission you have made or as updated as provided in the applicable Information Provider input web page;

(iii) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way;

(iv) that is pornographic or depicts a human being engaged in actual sexual conduct including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person;

(v) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

(vi) that violates national, federal, state, or local laws, treaties or international agreements;

(vii) that impersonates any person or entity, including, but not limited to, an Tough Leaf Inc employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to Content that constitutes lawful non-deceptive parody of public figures.);

(viii) that includes personal or identifying information about another person without that person’s explicit consent;

(ix) that is false, deceptive, misleading, or provides disinformation or is misinformative;

(x) that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement;

(xi) that includes links to commercial services or web sites, except as allowed by such sites or services and as otherwise permitted under “Services”;

(xii) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law or international treaty or international agreement or convention;

(xiii) that contains software viruses, trojan codes, disabling codes, any malicious codes, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(xiv) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Site or Service, or that otherwise negatively affects other users’ ability to access the Site or use the Service; or

(xv) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.

(xvi) that collects personal data about Seekers or other users for commercial or unlawful purposes;

(b) Each Provider and each Seeker agrees that such person shall not

(i) circumvent or attempt to circumvent this TOU;

(ii) use automated means, including, but not limited to spiders, robots, crawlers, data mining tools, or the like to download data from the Site or Service – unless expressly permitted by Tough Leaf Inc on a case by case basis;

(iii) repeatedly post the same or similar information, Content, offers, messages or otherwise impose an unreasonable or disproportionately large load on the Tough Leaf Inc infrastructure;

(iv) attempt to gain unauthorized access to URM’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service, Tough Leaf, Inc computer systems or the systems of its web hosts, or the Tough Leaf Inc website; or

(v) use any form of automated device or computer program that enables the submission of postings on the Tough Leaf, Inc Site without each posting being manually (keyed) entered by the author thereof (an “automated posting device”), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals; or

(vi) use any third party agent, service or intermediary that offers to post Informations or Content to the Site or Service or to engage in any transaction with an Information Provider or Seeker.

9. NO SPAM POLICY.

You understand and agree that sending unsolicited email advertisements to Tough Leaf Inc email addresses or through Tough Leaf, Inc computer systems, which is expressly prohibited by these Terms, may use or cause to be used servers located in New York, New Jersey or California. Any unauthorized use of Tough Leaf, Inc computer systems is a violation of these Terms of Use and may also be a violation of certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), Sections 5(a)(3) and (5) of the CAN-SPAM Act of 2003, and may be a violation of the New Jersey Spam Deterrence Act, NJSA 2C:20, et. seq; Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.

10. REPORTING.

Each Provider agrees to notify Tough Leaf, Inc if, as and when the Information Provider or any successor or affiliate of the Information Provider enters into a transaction with respect to the Information with any Seeker, or any successor to or affiliate of an Seeker, or any third party.

11. LIMITATIONS ON SERVICE.

You acknowledge that Tough Leaf, Inc may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Tough Leaf, Inc has no responsibility or liability for the deletion or failure to store any Information or Content. You agree that Tough Leaf, Inc may, in its sole discretion, at any time, and from time to time, modify or discontinue the Service (or any part thereof) with or without notice, and that Tough Leaf, Inc shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. There is no guaranty of continuous service of the Site or the Service.

12. ACCESS TO THE SERVICE.

Tough Leaf, Inc grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include: (a) access to the Service by any posting agents; or (b) any collection, aggregation, copying, duplication, republication, framing, display or derivative use of the Site or of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Tough Leaf, Inc in an authenticated writing. A limited exception to (b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Site and to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our policies that relate thereto. “General purpose internet search engine” does not include a website or search engine or other service that maintains an inventor’s website, or specializes in listings of inventions for sales or license, or in any subset of such listings, or is otherwise in the business of promoting inventions, original informations or designs or offering any of the same for sale, license or collaboration.

Use of the Service beyond the scope of authorized access granted to you by Tough Leaf, Inc immediately terminates your permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Site or Service or any Information or Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from Tough Leaf, Inc.

13. TERMINATION OF SERVICE.

You agree that Tough Leaf, Inc, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site or Service (or any part thereof), immediately and without notice, and remove and discard any Information or Content posted on the Site or within the Service, for any reason, including, without limitation, a failure to pay fees to Tough Leaf, Inc, or if Tough Leaf Inc believes that you have acted inconsistently with the letter or spirit of this TOU or have provided inaccurate information to Tough Leaf Inc concerning the Information, Content or your intended use of any Information or Content. Tough Leaf Inc may also take any or all such actions if you attempt to circumvent the terms of this TOU or fail to pay any fees due to Tough Leaf Inc when due. Further, you agree that Tough Leaf Inc shall not be liable to you or any third-party for any deactivation or termination of your access to the Site or the Service. Further, you agree not to attempt to use the Service after deactivation or termination. Sections 3, 7 and 10-20 shall survive termination.

14. PROPRIETARY RIGHTS.

(a) The Site and the Service are protected to the maximum extent permitted by copyright laws and international treaties and conventions. Content displayed on the Site or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Site, Informations, Content or the collective work, and/or copying or reproducing of the Sites or any portion thereof to any other server or location or other media for further reproduction or redistribution is prohibited without the express written consent of Tough Leaf Inc in each instance. You further agree not to reproduce, duplicate or copy Content from the Site or the Service without the express written consent of Tough Leaf Inc, or as expressly permitted by this TOU and agree to abide by any and all copyright notices displayed on the Site and on the respective pages of the Service. You may not and agree not to decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. URM™ is a service mark of Tough Leaf Inc, Inc.

(b) Tough Leaf Inc does not claim ownership of information or Content posted on its Site by Information Providers.

(c) By submitting and posting information and other Content to the Site or Service, you grant, and you represent and warrant that you are over the age of 18 years and have the unrestricted right to grant, to Tough Leaf Inc a fully paid, worldwide license to make such information and Content available generally to Seekers, whether or not such publication will affect your right to file for and obtain patent protection thereon, and to use, copy, perform, display, and distribute said Information and Content and to prepare derivative works of, or incorporate into other works, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. You may revoke such license upon not less than 60 days’ prior written notice to Tough Leaf Inc. By submitting and posting information or Content to the Site or to the Service, you grant Tough Leaf Inc all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose. You recognize and agree that Tough Leaf Inc has no obligation to exercise any of such rights at any time or from time to time.

15. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE Tough Leaf Inc SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE Tough Leaf Inc SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Tough Leaf Inc DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE Tough Leaf Inc SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, Tough Leaf Inc DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Tough Leaf Inc SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE Tough Leaf Inc SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, Tough Leaf Inc DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE Tough Leaf Inc SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

16. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL Tough Leaf Inc BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF Tough Leaf Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE Tough Leaf Inc SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE Tough Leaf Inc SITE OR THE SERVICE, FROM INABILITY TO USE THE Tough Leaf Inc SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE Tough Leaf Inc SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE Tough Leaf Inc SITE OR THE SERVICE OR ANY LINKS ON THE Tough Leaf Inc SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE Tough Leaf Inc SITE OR THE SERVICE OR ANY LINKS ON THE Tough Leaf Inc SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.

17. INDEMNITY.

You agree to indemnify and hold Tough Leaf Inc, its directors, officers, subsidiaries, affiliates, successors, assigns, shareholders, agents, service providers, suppliers and employees, managers and members harmless from any claim or demand, including reasonable attorney fees, expenses and court/arbitration costs, made or asserted by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of this TOU, your breach of any of the representations and warranties herein, or your violation of any intellectual property, moral or other rights of another person or entity.

18. GENERALLY APPLICABLE PROVISIONS.

This TOU and the Registration Agreement you signed and authenticated when you first obtained access to the Tough Leaf Inc site and Service (which is incorporated herein by reference) constitute the entire agreement between the you and Tough Leaf Inc and governs your access to the Site, posting of any Information or Content, access to the Site as an Seeker, and use of the Service. This TOU and the Registration Agreement supersedes any prior agreements between you and Tough Leaf Inc, whether written, digital, graphic or oral. The TOU, the Registration Agreement and the relationship between you and Tough Leaf Inc shall be governed by the laws of the State of New York, applicable to agreements executed and to be fully performed in such state. Conflict of laws rules that might cause the application of the laws of any other jurisdiction shall not apply. You and Tough Leaf Inc hereby submit to the personal and exclusive jurisdiction of the state and US federal courts located within the County of New York, State of New York, and the respective appellate courts to which appeals may be brought, with respect to any matter arising our of or relating to this TOU, the Registration Agreement, your relationship with Tough Leaf Inc, or the breach of this TOU or the Registration Agreement, and with respect to any matter arising out of or relating to your submission of an Information or Content, acquisition of an Information or Content, collaboration on an Information or Content, your use of the Service and all matters relating your relationship with Tough Leaf Inc as an Information Provider or Seeker and between you, as an Seeker or Information Provider and any Seeker and Information Provider utilizing the Service. To the extent that the Registration Agreement provides for arbitration, the arbitration provisions of the Registration Agreement shall apply to this TOU and to any dispute arising out of or relating to this TOU or a breach hereof. The failure of Tough Leaf Inc to exercise or enforce any right or provision of this TOU or the Registration Agreement on one or more occasions shall not constitute a waiver of such right or provision. If any provision of the TOU or the Registration Agreement is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOU and the Registration Agreement. The remaining provision of this TOU and the acknowledgement and agreement shall continue in full force and effect. You agree that regardless of any statute, law or international treaty or convention to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action first arose or be forever barred. Oral waivers, oral amendment and purported oral terminations of this TOU or of the Registration Agreement are void. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Tough Leaf Inc WAIVE ANY RIGHT TO TRIAL BY JURY.

19. VIOLATION OF TERMS AND DAMAGES.

(a) Please report any violations of the TOU, by sending an Email to us at: hello@toughleaf.com.

(b) Our failure to act with respect to a breach or threatened breach by you or others does not waive our right to act with respect to subsequent or similar breaches or threats.

(c) Damages for your violation of these Terms of Use may be difficult to quantify, and money damages may be insufficient to compensate for a violation or threatened violation. Accordingly, if it becomes necessary for Tough Leaf Inc to pursue legal action to enforce these TOU, or to prevent a violation, continuing violation or threatened violation, Tough Leaf Inc will be entitled to seek and to obtain a temporary restraining order, temporary or permanent injunction or other equitable remedy without proving actual damages or posting a bond or surety. In addition, you agree to pay URM’s actual damages, to the extent such actual damages can be reasonably calculated.

Tough Leaf

Online Privacy Policy

ToughLeaf.com (“Tough Leaf Inc”) is committed to protecting the privacy of users of our services. The purpose of this privacy policy is to inform you of the kinds of information we may gather about you when you register and use Tough Leaf Inc services or access our web site, how we may use that information and whether we disclose it to anyone.

Please note that the practices of Tough Leaf Inc and its members and agent, with respect to data collected and used by Tough Leaf Inc in connection with this website and all other websites of Tough Leaf Inc with authorized links to this policy (collectively, the “Site”) and Tough Leaf Inc products and services available or enabled via the Site (“Products and Services”), are governed by this online privacy policy (“Privacy Policy”) as amended from time to time, and not the privacy policy in effect at the time the data was collected.

Tough Leaf Inc is the sole owner of the information it gathers on its Site. Tough Leaf Inc will only share your Personally Identifiable Information (“PII”) with outside parties in ways that are described in this privacy statement or if we are required to do so by law, or in the good-faith belief that such action is necessary in order to conform to legal requirements, cooperate with law enforcement agencies, or comply with a legal process served on Tough Leaf Inc

Tough Leaf Inc adheres to the European Union Safe Harbor principles as set forth by the United States Department of Commerce regarding the collection, use, and retention of personal information covered by the Privacy Policy from the European Union.

Changes in Privacy Policy.

All personal information (“personal information” is defined as any information that identifies or can be used to identify the person to whom such information pertains) that we collect and maintain will be subject to this Privacy Policy, as amended from time to time. Tough Leaf Inc may change the Privacy Policy from time to time at its sole discretion and will provide notice of all changes in the Privacy Policy by posting these changes on the Privacy Policy linked to our Site at https://www.ToughLeaf.com. If as the result of such changes you want to alter the ways in which Tough Leaf Inc is allowed to use your personal information, you can do so by following the procedure described in the section entitled “Updating your personal information and privacy preferences.” You will be deemed to have been made aware of, and will be subject to, the changes to the Privacy Policy after such notice has been posted with the following exception: if at the time you provide personal information to Tough Leaf Inc you limit how such information will be used to communicate with you, either by Tough Leaf Inc or by third parties, Tough Leaf Inc will not change your preference in this regard without your consent. However, if Tough Leaf Inc sells assets (or the assets of a division or subsidiary) to another entity, or Tough Leaf Inc (or a division or subsidiary) is acquired by or merged with another entity, you agree that Tough Leaf Inc may provide to such entity Personal Information, including any PII, that is related to that part of our business that was sold to or merged with the other entity without obtaining your further consent. Tough Leaf Inc will provide notice of such asset sales, acquisitions, or mergers on this Site to the extent that Personal Information or PII is transferred.

Entities collecting personal information.

Personal information on this Site is collected on behalf of Tough Leaf Inc by Tough Leaf Inc, which is responsible for this Site.

The Site contains links to other sites at which personal information is or may be collected. In such instances, unless expressly provided to the contrary, the collection and use of your Personal Information or PII will be governed by the privacy policy applicable to that site. That privacy policy should identify the entity that is collecting your Personal Information or PII.

Updating your personal information and privacy preferences.

You have the right to access, correct and delete inaccuracies in your personal information and privacy preferences at any time. With respect to Registration Information (as defined in the section entitled “Protection of your personal information”), this may be accomplished by logging in to your account on the relevant Tough Leaf Inc website, where you can typically view and make changes to your personal information. You may also access and correct your personal information and privacy preferences (such as whether you wish to receive promotional communications) by writing Tough Leaf Inc at:

hello@toughleaf.com

Please include your name, manual signature, address, and/or e-mail address when you contact us. No specific form is required to notify Tough Leaf Inc of changes to your address or privacy preferences, but your signature on a written request is required.

Personal information submitted through this Site other than your name, email address and telephone number that is not Registration Information is not accessible online. To correct such information and privacy preferences (such as whether you wish to receive promotional communications), you may write to Tough Leaf Inc at:

hello@toughleaf.com

Users may also email: hello@toughleaf.com for further information or help in this regard.

In your correspondence, please indicate with as much detail as possible the location on this Site or otherwise where you provided your personal information. You may expect a response within 30 days. For information submitted in connection with Products and Services, you may also follow instructions included or referenced within such Product and Services to access, correct or delete inaccuracies in the information.

Collection of Personal Information

When you access the Site, load or post material or download a posting, we collect various information about the interaction such as who accessed the Site, what was loaded, posted or downloaded, and may record any keypad presses, messages, and date and time information. We also collect information provided by your computer and the Internet.

“Anonymous Information” refers to information that cannot be tied back to a specific individual. For instance, we may know that 1,000 people visit this Privacy Policy daily, but we do not necessarily know their names, where they live, or their dates of birth. “Personally Identifiable Information” or “PII” refers to information that tells us specifically who you are, such as your name, phone number, or postal address.

Tough Leaf Inc may set and access Tough Leaf Inc or third party “cookies” on your computer when you visit our Site and collect the Internet protocol address provided by your computer. We use cookies to store your preferences and other information on your computer in order to save you time by eliminating the need for you to enter the same information repeatedly. These “cookies” may also help personalize your online experience.

A cookie is a tiny piece of text asking permission to be placed on your computer’s hard drive. If you agree, then your browser adds the text in a small file. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it. (For some web pages that require an authorization, cookies are not optional. Users choosing not to accept cookies or similar devices will probably not be able to access those pages or the related Products and Services.).

Tough Leaf Inc or third parties with whom we have contracted or sub contracted, may use web beacons on our Site, in our emails, in our advertisements on other web sites, or in our other advertisements. Similarly, third parties whose content or ads appear on our Site, or whose emails we send to you or to our other users, may also place web beacons in their ads or emails for purposes of measuring the effectiveness of the content, ads, or email. You can make some web beacons unusable by setting your browser to reject cookies.

A web beacon is an electronic image that can be used to recognize a cookie on your computer when you view a web page or email. Web beacons help us measure the effectiveness of our Site and our advertising. For example, web beacons may count the number of individuals who visit our Site from a particular advertisement or who make a purchase from our Site after viewing a particular advertisement or posting, or they may tell us when a web page is viewed and provide a description of the page where the web beacon is placed. Web beacons may also measure the effectiveness of our email campaigns by measuring click-throughs and the frequency that these emails are forwarded.

The information we or our contractors collect through web beacons may include some limited personal information. They also allow us to recognize users by accessing our cookies. We may also combine the information that we collect through web beacons with other personal information we have collected from you. We use all of this information to better tailor our marketing to you and may use this information for other purposes, such as to enable a shopping cart, customize content on our Site and undertake internal research.

We may allow third parties to compile individual information or aggregated statistics from the use of web beacons on our Site or otherwise placed by us, to enable such third parties to determine the effectiveness of online marketing and to allow such third parties to develop statistics on how often clicking on an advertisement results in an action on the advertiser’s site. Aggregate information is anonymous and may include demographic and usage information. No personally identifiable information about you is shared with such third parties for this research.

Tough Leaf Inc may hire other companies to place our banner ads on other websites. Such companies perform tracking and reporting activities on ads served and user reaction (“third-party advertisement servers”). They are not authorized by Tough Leaf Inc to collect any information other than IP addresses and behaviors associated with those IP addresses on our behalf, and we do not give any personal information to them. Third-party advertisement servers are subject to and may have their own privacy policies.

Tough Leaf Inc may allow other companies to display advertisements on certain pages of the Site or within the Products and Services. If you click on these advertisements these companies may place a persistent cookie on your computer which may allow them to display further advertisements to you. It is our policy to require these companies to provide accessible methods for you to disable these cookies. Should you have any complaints about the practices of any of these companies you should contact hello@toughleaf.com.

When you receive an email from Tough Leaf Inc, we may track whether you opened that email and clicked on any links included in the email.

When you surf the Internet, your Internet browser (such as Mozilla’s “FIRFOX”, Google’s “CHROME”, Apple’s “SAFARI” or Microsoft’s “Internet Explorer”) automatically transmits some information to Tough Leaf Inc every time you access content on one of our sites. Examples of such information include the URL of the Web page you were just on (known as the “Refer”), the IP (or Internet Protocol) address of the computer you are using, or the browser version you are using to access our site. All of this information may be collected by Tough Leaf Inc and used to help improve our services or the offerings our clients may make to you.

Protection of your personal information.

The personal information that you provide in connection with registering yourself as a user of the Site or of the Products and Services is classified as Registration Information. Registration Information is protected in several ways. Access by you to your Registration Information is available to you through a password and unique customer ID selected by you. This password is encrypted. In addition, your Registration Information resides on secure servers where only selected Tough Leaf Inc personnel and contractors who have access via administrative level passwords. The site is accessed via SSL encryption. Tough Leaf Inc encrypts your personal information as it is transferred to Tough Leaf Inc and thereby strives to prevent unauthorized parties from viewing such information. Unfortunately, although we have taken these steps, there is a possibility that a third party may, without our authorization, breach our security procedures and access such information.

Unfortunately, no data protection method or combination of methods can be guaranteed to be 100% secure. We try to take steps to protect your PII as described throughout this policy, but we cannot ensure or warrant our ability to do so. As a result, you use our Site and the Tough Leaf Inc Service content and services at your own risk. Tough Leaf Inc will not be liable for disclosures of your personal information or PII due to errors in transmission or unauthorized acts of third parties. It is your responsibility to keep your password and unique User ID confidential. Do not share this information with anyone. We strongly suggest that you not use any User ID or password that you use for other purposes. If you are sharing a computer with anyone you should always log out before leaving a site or service to protect access to your information from subsequent users.

Information Sharing and Disclosure.

Tough Leaf Inc shares collected information with our registrants who submit information and Content or who access information or Content from Tough Leaf Inc. You may share any desired amount of information, including none. This shared information may be changed by following the procedures discussed in this Privacy Policy and in our Terms of Use (“TOU”). After we deliver collected information to our clients, we are not in control of what they do with the information. Accordingly, it is possible that our clients may share collected information with others or use the information themselves.

When required by legal process or government demand or request, we may share any information collected by us with the party or agency serving the process or making the demand or request.

Third-Party Websites and Services.

Please be aware that other websites that may be accessed through our Site may collect personally identifiable information about you. The information practices of those third-party websites linked to Tough Leaf IncORG are not covered by this Privacy Policy. Please be aware that our business partners may collect personal information about you.

Collection and Use of Children’s Personal Information

Tough Leaf Inc is concerned about the privacy and safety of children. The Site and Tough Leaf Inc services are not intended for children under 13 years of age. We do not knowingly collect personal information from children under the age of 13 through our Site.

As a matter of policy, Tough Leaf Inc does not knowingly collect Personally Identifiable Information (PII) from anyone under the age of 13 or allow such persons to access or respond to telephone calls or e-mails from Tough Leaf Inc If you are under 18 years of age, please do not submit any personal information through our Site or otherwise without the express consent and participation of a parent or guardian.

For information on how to protect the privacy and safety of children online, we recommend that you visit the Parents’ and Teachers’ Guide to Online Privacy and the Consumer portion of the TRUSTe site (http://www.truste.org), which contains information and links to other resources on this subject. Although Tough Leaf Inc is not affiliated with TRUSTe or any other online privacy oversight program, we do recommend that consumers become familiar with TRUSTe and other online privacy oversight programs and business watch organizations.

Confidentiality and Security.

Protecting your privacy and your information is a top priority at Tough Leaf Inc. We have taken careful measures to prevent the loss, misuse, and alteration of your information while it is in our possession and control. All Tough Leaf Inc employees are aware of our privacy and security policies. Within Tough Leaf Inc, we limit access to PII about you to employees who we believe reasonably need to come into contact with that information to provide reports to our clients and in order to do their jobs. We have physical, electronic, and procedural safeguards to protect personal information about you. However, once we provide the PII to our clients, we are not in control of the data or the use that our clients make of the data. We recommend that you consult our clients’ Privacy Policies.

Questions and Suggestions.

If you have questions or suggestions, please email us at hello@toughleaf.com

Privacy Policy Compliance.

If you feel that Tough Leaf Inc has not complied with the policies outlined in this privacy statement please submit an Oversight report to us at hello@toughleaf.com.