1. Acceptance of Terms.

1.1 Binding Agreement. These Terms of Use, together with any documents incorporated herein by reference (including, but not limited to, the Privacy Policy and Acceptable Use Policy), constitute a legally binding agreement (this "Agreement") between you ("User," "you," or "your") and Tough Leaf, Inc. ("Tough Leaf," "we," "us," or "our") concerning your access to and use of the ToughLeaf.com website, any subdomains, and all associated services (collectively, the "Site" and "Services").

‍1.2 Consent by Use. By accessing, registering for, using, or otherwise interacting with the Site or Services—whether by viewing, posting, uploading, registering, browsing, or downloading—you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all of the terms and conditions herein, do not access or use the Site or Services.

‍1.3 Age and Authority. You represent and warrant that (a) you are at least eighteen (18) years of age or otherwise legally competent to enter into this Agreement; and (b) if you are acting on behalf of an entity, you have the full right, power, and authority to bind that entity to this Agreement.

‍1.4 Modifications. Tough Leaf may, in its sole discretion, revise or modify this Agreement at any time. All changes become effective upon posting of the revised Agreement on the Site. You are responsible for periodically reviewing this Agreement. Your continued access or use of the Site or Services after any such posting constitutes your acceptance of the revised terms.

‍1.5 Precedence of Agreement. In the event of any conflict between this Agreement and any other agreement between you and Tough Leaf (including, without limitation, a separately executed subscription agreement), the terms of the separate agreement shall govern.

2. Modifications to this Agreement

2.1 Right to Modify. Tough Leaf reserves the right, in its sole discretion, to amend, revise, supplement, or otherwise modify this Agreement, in whole or in part, at any time and for any reason, with or without prior notice.

‍2.2 Effective Date of Changes. Unless otherwise expressly stated by Tough Leaf, any modifications to this Agreement shall be effective immediately upon being posted on the Site or otherwise made available through the Services.

‍2.3 User's Obligation to Review. You acknowledge and agree that it is your responsibility to review this Agreement periodically to remain informed of any modifications. The date of the "Last Updated" revision shall appear at the top of this Agreement for your reference.

‍2.4 Continued Use as Acceptance. Your continued access to or use of the Site or Services after the effective date of any modifications shall constitute your conclusive acceptance of the modified Agreement. If you do not agree to the modified Agreement, you must immediately cease accessing or using the Site and Services.

‍2.5 Material Changes. In the event Tough Leaf makes a material modification to this Agreement, as determined in its sole discretion, Tough Leaf may (but shall not be obligated to) provide you with additional notice, such as by email or by prominent notice on the Site.

‍2.6 No Oral Modifications. No employee, contractor, representative, or agent of Tough Leaf is authorized to make any oral modifications to this Agreement. Any purported modifications not made in accordance with this Section shall be null and void. You can find the most recent version of the TOU at: https://www.ToughLeaf.com/terms-of-use

3. Content

3.1 User Content. Certain portions of the Services may permit you or other users to post, upload, transmit, or otherwise make available data, text, documents, certifications, company information, proposals, communications, or other materials ("User Content"). You retain any and all ownership rights that you may have in and to your User Content, subject at all times to the license granted to Tough Leaf in Section 3.2.

‍3.2 License to Tough Leaf. By submitting or otherwise making available User Content through the Services, you hereby grant to Tough Leaf, its affiliates, service providers, and applicable partners a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable right and license to host, store, reproduce, modify, distribute, display, perform, and otherwise use such User Content solely as necessary to provide, operate, enhance, and protect the Services and to comply with applicable legal and regulatory requirements.

‍3.3 Prohibited Content. You represent, warrant, and covenant that you shall not submit, upload, or otherwise provide any User Content that:

• (a) infringes, misappropriates, or otherwise violates the intellectual property rights, proprietary rights, or privacy rights of any third party;
• (b) contains confidential, proprietary, or trade secret information of any third party without authorization;
• (c) is unlawful, fraudulent, defamatory, obscene, harassing, or otherwise objectionable;
• (d) contains viruses, malware, or other harmful code; or
• (e) is intended to be used for the purpose of scraping, harvesting, or otherwise extracting data from the Site or Services, whether manually or through automated means.
• (f) is intended to be used for the purpose of scraping, harvesting, or otherwise extracting data from the Site or Services, whether manually or through automated means.

3.4 No Responsibility for User Content. Tough Leaf does not endorse and shall not be responsible or liable for any User Content, nor for any loss or damage of any kind incurred as a result of the use of any User Content posted, uploaded, or otherwise made available via the Services. Tough Leaf reserves the right, but has no obligation, to pre-screen, monitor, edit, or remove any User Content in its sole discretion.

‍3.5 Tough Leaf Content. All materials displayed on or made available through the Site or Services, including, without limitation, text, data, reports, analytics, compilations, graphics, design, interfaces, software, algorithms, trade secrets, and documentation (collectively, “Tough Leaf Content”), are the exclusive property of Tough Leaf and/or its licensors. Except as expressly permitted herein, you shall not copy, reproduce, republish, modify, distribute, create derivative works based upon, publicly display, or otherwise exploit Tough Leaf Content without Tough Leaf’s prior written consent.

‍3.6 Data Aggregation and Analytics. Notwithstanding anything to the contrary, Tough Leaf shall have the right to collect, compile, and analyze aggregated and anonymized data and information resulting from User Content and from your use of the Services, and to use such data for any lawful purpose, including for improving the Services, developing new products, and generating industry insights, provided that such use does not identify you or disclose your confidential information.

‍3.7 Reservation of Rights. Except for the limited rights expressly granted to you herein, no rights, title, or interests in or to the Site, the Services, Tough Leaf Content, or any intellectual property rights therein are transferred to you. All rights not expressly granted are reserved by Tough Leaf and its licensors.

4. Linked Content, Sites, and Services

4.1 Third-Party Links. The Site and Services may contain links to, or otherwise make available access to, websites, content, products, services, or resources provided by third parties (collectively, “Third-Party Content”). Such Third-Party Content is provided solely as a convenience to you and does not constitute or imply an endorsement, sponsorship, or recommendation by Tough Leaf.

‍4.2 No Control or Responsibility. You acknowledge and agree that Tough Leaf does not control, monitor, or operate any Third-Party Content, and Tough Leaf shall have no responsibility or liability whatsoever for: (a) the availability, accuracy, or reliability of any Third-Party Content; (b) any products, services, or information provided therein; or (c) any damages, losses, or harm of any kind arising from or relating to your access to or use of any Third-Party Content.

‍4.3 Use at Your Own Risk. Access to and use of Third-Party Content is entirely at your own risk. Tough Leaf strongly encourages you to review the terms of use, privacy policies, and all other governing documents applicable to any Third-Party Content before accessing or using it.

‍4.4 Third-Party Services. The Services may interoperate with or provide links or integrations to third-party platforms or services (including, without limitation, government certification databases, bidding platforms, or compliance reporting tools). You acknowledge and agree that: (a) your use of any such third-party services is governed exclusively by the terms and conditions and privacy policies of such third parties; and (b) Tough Leaf shall have no responsibility or liability for the acts, omissions, or practices of such third parties.

‍4.5 No Obligation to Maintain Links. Tough Leaf reserves the right, in its sole discretion, to disable or remove any links to Third-Party Content at any time and for any reason without notice.

5. Seekers’ Responsibilities and Duties with Respect to Information and Content

5.1 Accuracy of Information Provided. As a condition of your use of the Services, you represent, warrant, and covenant that all information, documents, certifications, and other content that you provide to Tough Leaf, whether through registration, project postings, or otherwise, shall be true, accurate, complete, current, and not misleading. You shall promptly update such information as necessary to ensure its continued accuracy.

‍5.2 Lawful Use of Content. You acknowledge and agree that all content, data, reports, analytics, and other materials made available to you through the Services (“Platform Information”) are provided solely for your internal business purposes in connection with procurement, compliance, and project management. You shall not, and shall not permit any third party to:

• (a) use Platform Information for any unlawful, fraudulent, or unauthorized purpose;
• (b) copy, scrape, harvest, resell, redistribute, publish, or otherwise exploit Platform Information, whether manually or through automated means;
• (c) use Platform Information to create or attempt to create a competing database, directory, product, or service; or
• (d) disclose Platform Information to any third party except as strictly necessary for your legitimate business use in connection with a project managed through the Services.

5.3 Confidentiality. To the extent that you obtain information about other users, vendors, subcontractors, or partners through the Services, you agree to treat such information as confidential and to use such information solely for the purposes of evaluating or engaging in legitimate business opportunities through the Services. You shall not disclose such information to any third party without the prior written consent of Tough Leaf or the applicable user.

‍5.4 Compliance with Laws and Policies. You agree to use the Services and all Platform Information in compliance with all applicable laws, rules, and regulations, including without limitation those relating to procurement, supplier diversity, and data protection. You further agree to comply with all policies and guidelines issued by Tough Leaf from time to time in connection with the Services.

‍5.5 Responsibility for Use. You acknowledge and agree that you are solely responsible for your use of the Services and any decisions made based on Platform Information. Tough Leaf does not verify the accuracy, completeness, or validity of any certifications, documents, or other information provided by third parties, and you are solely responsible for conducting any due diligence you deem necessary before entering into any transaction or business relationship.

‍5.6 Indemnification. You agree to indemnify, defend, and hold harmless Tough Leaf, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your breach of this Section 5; or (b) your misuse of Platform Information.

6. Notification of Claims of Infringement

6.1 DMCA Compliance. Tough Leaf respects the intellectual property rights of others and expects all users of the Services to do the same. Tough Leaf will respond to claims of copyright or other intellectual property infringement submitted in accordance with the United States Digital Millennium Copyright Act of 1998 (“DMCA”) and other applicable laws.

‍6.2 Submission of Notices. If you believe that your work has been copied, displayed, distributed, or otherwise used on or through the Services in a manner that constitutes copyright infringement, or if your intellectual property rights have otherwise been violated, you may submit a notice of infringement to Tough Leaf’s designated agent (“DMCA Agent”) at:
Email: hello@toughleaf.com
Subject Line: NOTICE OF INFRINGEMENT

• (i) Identification of the copyrighted work or other intellectual property that you claim has been infringed;
• (ii) Identification of the material on the Services that you claim is infringing, with sufficient detail to enable Tough Leaf to locate the material;
• (iii) A statement that you have a good-faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law;
• (iv) A statement, made under penalty of perjury, that the information contained in your notice is accurate and that you are the owner of the intellectual property right at issue or are authorized to act on behalf of the owner;
• (v) Your name, mailing address, telephone number, and email address; and
• (vi) Your physical or electronic signature.

6.4 Action by Tough Leaf. Upon receipt of a valid notice of claimed infringement, Tough Leaf will promptly remove or disable access to the allegedly infringing material, subject to the procedures set forth in the DMCA. Tough Leaf may, in appropriate circumstances and in its sole discretion, terminate the accounts of repeat infringers.

‍6.5 Counter-Notification. If you believe that your material was removed or disabled as a result of mistake or misidentification, you may file a counter-notification with Tough Leaf’s DMCA Agent that complies with the requirements of 17 U.S.C. § 512(g). Upon receipt of a valid counter-notification, Tough Leaf may restore the material in accordance with the DMCA.

7. Privacy and Information Disclosure

7.1 Privacy Policy. Tough Leaf, Inc. (“Tough Leaf”) has established a Privacy Policy, available at https://www.ToughLeaf.com/privacy-policy , which explains how Tough Leaf collects, uses, stores, and discloses information about users of the Services. Your use of the Site or Services constitutes acknowledgment that you have reviewed, understood, and agreed to the Privacy Policy as in effect on the date of such use. The Privacy Policy is incorporated herein by reference and forms an integral part of these Terms of Use.

‍7.2 Preservation and Disclosure of Information. You acknowledge and agree that Tough Leaf may access, preserve, and disclose your information, including but not limited to Content you submit, personally identifiable information (such as name, email address, IP address, device identifiers, and timestamps), usage history, and other account-related information, if Tough Leaf believes in its sole discretion that such access, preservation, or disclosure is:

• (i) required by applicable law, regulation, legal process, or governmental request;
• (ii) necessary to enforce these Terms of Use;
• (iii) necessary to respond to claims or allegations that any Content or conduct violates the rights of third parties;
• (iv) necessary to respond to claims or allegations that property or rights of a third party have been posted, uploaded, or transmitted without authorization or as a form of harassment; or
• (v) necessary to protect the rights, property, or personal safety of Tough Leaf, its affiliates, officers, directors, employees, agents, representatives, users of the Services, or members of the public.

7.3 Law Enforcement Requests. Tough Leaf reserves the right to cooperate fully with law enforcement authorities, governmental agencies, and private parties in the investigation and prosecution of any alleged or actual illegal activity or civil wrongs, including without limitation disclosure of user information as permitted by law.

8. Conduct

8.1 Prohibited Content. Each Provider agrees not to post, upload, transmit, email, or otherwise make available on or through the Services any Content or information that:

• (a) infringes any patent, trademark, trade secret, copyright, moral rights, or other proprietary rights of any party, or that you do not have the legal right to make available;
• (b) is not your original work (other than work of identified collaborators submitted with proper authorization), or to which you lack sufficient rights to grant the licenses and permissions required under these Terms;
• (c) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or otherwise harmful to minors;
• (d) is obscene, pornographic, or depicts sexual conduct of any kind, including but not limited to intercourse, bestiality, masturbation, sadistic or masochistic abuse, or lascivious exhibition of the genitals or pubic area;
• (e) harasses, degrades, intimidates, or expresses hatred toward any individual or group based on religion, gender, sexual orientation, race, ethnicity, national origin, age, or disability;
• (f) violates any applicable national, federal, state, or local law, regulation, treaty, or international convention;
• (g) impersonates any person or entity, including without limitation any Tough Leaf employee, or misrepresents your affiliation with any person or entity (excluding lawful, non-deceptive parody of public figures);
• (h) includes personal or identifying information about another person without that person’s explicit consent;
• (i) is false, misleading, deceptive, or constitutes disinformation;
• (j) constitutes or promotes “affiliate marketing,” “link referral code,” unsolicited commercial advertisements, junk mail, spam, chain letters, pyramid schemes, or other forms of solicitation not expressly authorized by Tough Leaf;
• (k) contains or includes links to third-party services or websites except as expressly permitted by Tough Leaf;
• (l) advertises or offers for sale any unlawful services or products, or any products or services restricted or prohibited by applicable law;
• (m) contains software viruses, worms, Trojan horses, corrupted files, time bombs, cancelbots, or any other malicious code intended to damage, disrupt, or interfere with the functionality of the Services, Tough Leaf’s systems, or the systems of any third party;
• (n) disrupts the normal flow of dialogue or otherwise acts in a manner that negatively affects the ability of other users to use the Services, including without limitation excessive posting (“flooding”);
• (o) forges headers or otherwise manipulates identifiers to disguise the origin of any Content transmitted through the Services; or
• (p) collects, harvests, or stores personal data about Seekers, Providers, or other users of the Services without their express consent, or for unlawful or unauthorized commercial purposes.

8.2 Prohibited Conduct. Each Provider and each Seeker further agrees not to:

• (a) circumvent, disable, or otherwise interfere with any security-related features of the Services or provisions of these Terms;
• (b) use any automated means (including without limitation spiders, robots, crawlers, scrapers, data-mining tools, or similar technologies) to access, query, collect, copy, extract, harvest, index, or otherwise obtain data, information, or Content from the Services, except as expressly permitted in writing by Tough Leaf on a case-by-case basis;
• (c) repeatedly post the same or substantially similar Content, offers, or messages, or otherwise impose an unreasonable or disproportionately large load on Tough Leaf’s infrastructure;
• (d) attempt to gain unauthorized access to Tough Leaf’s systems, networks, or accounts, or to engage in any activity that disrupts, degrades, interferes with, or impairs the performance or functionality of the Services, Tough Leaf’s systems, or the systems of its third-party service providers;
• (e) use any automated posting device or program to submit postings to the Services without such postings being manually entered by the author (including without limitation use of bulk posting tools or automated timed submissions); or
• (f) use, engage, or authorize any third-party service, agent, or intermediary to post Content, engage in transactions, or otherwise act on your behalf in connection with the Services, except as expressly authorized in writing by Tough Leaf.

9. No Spam Policy

9.1 Prohibition on Unsolicited Communications. You acknowledge and agree that sending, or causing to be sent, unsolicited email advertisements or other unauthorized communications to Tough Leaf, Inc., its employees, representatives, or through Tough Leaf’s computer systems is expressly prohibited by these Terms. Such activity may result in the unauthorized use of servers located in, among other jurisdictions, the States of New York, New Jersey, and California.

9.2 Violation of Law. Any unauthorized use of Tough Leaf’s computer systems, networks, or infrastructure for the transmission of unsolicited email or other unauthorized communications constitutes a violation of these Terms and may further violate applicable federal and state laws, including without limitation:

• (a) infringes any patent, trademark, trade secret, copyright, moral rights, or other proprietary rights of any party, or that you do not have the legal right to make available;
• (b) is not your original work (other than work of identified collaborators submitted with proper authorization), or to which you lack sufficient rights to grant the licenses and permissions required under these Terms;
• (c) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or otherwise harmful to minors;
• (d) is obscene, pornographic, or depicts sexual conduct of any kind, including but not limited to intercourse, bestiality, masturbation, sadistic or masochistic abuse, or lascivious exhibition of the genitals or pubic area;
• (e) harasses, degrades, intimidates, or expresses hatred toward any individual or group based on religion, gender, sexual orientation, race, ethnicity, national origin, age, or disability;

9.3 Remedies. Tough Leaf reserves the right to investigate violations of this provision and to pursue any and all available remedies against the sender and any of its agents, affiliates, representatives, or intermediaries, including without limitation civil damages, injunctive relief, and criminal prosecution, to the fullest extent permitted by law.

9.4 Notice to Violators. Violators of this Section acknowledge and agree that they may be subject to both civil and criminal penalties, including fines and imprisonment, and may further be held liable for all costs and expenses incurred by Tough Leaf in investigating, responding to, or remedying any unauthorized use of its systems, including without limitation reasonable attorneys’ fees.

10. Reporting

10.1 Reporting Obligation. Each Provider (including, for the avoidance of doubt, any “Information Provider”) shall promptly notify Tough Leaf in writing if, as and when such Provider or any of its affiliates, successors, or permitted assigns enters into, renews, amends, or otherwise consummates any agreement, subcontract, purchase order, award, engagement, or other commercial arrangement (each, a “Transaction”) with respect to information shared through the Services (including User Content and Platform Information) with any Seeker, or any successor, affiliate, assignee, or transferee of a Seeker, or any third party that was introduced to, identified by, or reasonably discoverable through the Services.

10.2 Timing and Method. Provider shall deliver written notice of each Transaction within five (5) business days after execution (or, if no written agreement, after the earlier of first performance or first payment). Notices shall be submitted via the reporting workflow made available within the Services or, if unavailable, by email to hello@toughleaf.com with the subject line: “REPORTING – PROVIDER TRANSACTION.”

10.3 Required Details. Each notice shall include, at a minimum: (a) names of the contracting parties; (b) date of execution (or first performance); (c) project or engagement name and brief description of scope; (d) location/jurisdiction; (e) initial term and any renewal options; (f) whether the Transaction relates to certified participation (e.g., M/W/DBE and category); and (g) the anticipated or actual contract value or value range (if exact value is confidential, a good-faith range is acceptable).

10.4 Renewals, Change Orders, and Follow-On Work. The reporting obligation applies to renewals, extensions, amendments, change orders, or materially related follow-on work arising from an initial Transaction or opportunity facilitated through the Services.

10.5 Books and Records; Verification. Provider shall maintain commercially reasonable records sufficient to substantiate compliance with this Section 10 for a period of two (2) years following the later of (i) the date of the applicable Transaction or (ii) the end of the Transaction term. Upon reasonable written notice and no more than once in any twelve (12) month period, Tough Leaf may request documentation reasonably necessary to verify the occurrence of a reported Transaction (or a failure to report), provided that any such request shall be limited to information reasonably necessary for verification and subject to confidentiality obligations.

10.6 Non-Circumvention. Provider shall not structure, route, or consummate any Transaction through any affiliate, successor, intermediary, or alternative channel for the purpose or effect of avoiding the reporting obligations set forth in this Section 10.and Records; Verification. Provider shall maintain commercially reasonable records sufficient to substantiate compliance with this Section 10 for a period of two (2) years following the later of (i) the date of the applicable Transaction or (ii) the end of the Transaction term. Upon reasonable written notice and no more than once in any twelve (12) month period, Tough Leaf may request documentation reasonably necessary to verify the occurrence of a reported Transaction (or a failure to report), provided that any such request shall be limited to information reasonably necessary for verification and subject to confidentiality obligations.

10.7 Survival. The obligations in this Section 10 shall survive termination of Provider’s account and/or these Terms and continue for twelve (12) months following the date of the Provider’s last access to or use of the Services.

10.8 Remedies. Failure to comply with this Section 10 constitutes a material breach of these Terms and may result in suspension or termination of access to the Services and any other remedies available at law or in equity.

11. Data Scraping and Prohibited Data Activities

11.1 No Automated Access. You shall not, directly or indirectly, access, query, copy, extract, harvest, download, or otherwise obtain data, information, or Content from the Services, the Tough Leaf website, any Tough Leaf-owned or operated domain, or any related system, platform, or database by means of automated systems, software, devices, scripts, robots, spiders, crawlers, scrapers, data mining tools, or any similar method, technology, or process, whether now known or hereafter developed.

11.2 No Data Reconstruction. You shall not, directly or indirectly, use any data, information, or Content obtained from the Services, the Tough Leaf website, or any related property to:

• (a) recreate, reconstruct, re-identify, or infer any proprietary datasets, compilations, indices, or models of Tough Leaf;
• (b) generate or assemble any database, list, profile, or compilation of contractors, vendors, opportunities, pricing, certifications, or other business information that is competitive with, substantially similar to, or could serve as a substitute for the Services; or
• (c) develop, train, test, validate, calibrate, or otherwise improve any algorithm, machine learning model, or artificial intelligence system.

11.3 No Commercial Exploitation. You shall not resell, license, sublicense, distribute, make available, publish, display, post, transmit, or otherwise commercialize any data, information, or Content obtained from the Services or the Tough Leaf website, except as expressly authorized in a written agreement signed by Tough Leaf.

11.4 Monitoring and Enforcement. Tough Leaf reserves the right, but not the obligation, to monitor access to and use of the Services, the Tough Leaf website, and all related systems for violations of this Agreement. Tough Leaf may, without limitation, block, suspend, throttle, or terminate any User account, IP address, or automated process engaged in or suspected of engaging in prohibited activities.

11.5 Equitable Relief. You acknowledge and agree that any actual or threatened violation of this Section 11 will cause immediate and irreparable harm to Tough Leaf for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Tough Leaf shall be entitled to injunctive relief, specific performance, and any other equitable remedy (without the requirement to post bond or other security) to prevent or restrain any such violation.

12. Limitations on Service

You acknowledge that Tough Leaf, Inc may establish limits concerning use of the Service, including, without limitation: (a) the maximum number of days that Content will be retained by the Service; (b) the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service; and (c) 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 further agree that Tough Leaf, Inc may, in its sole discretion, at any time and from time to time, modify, suspend, 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 such modification, suspension, or discontinuance.

You acknowledge and agree that there is no guaranty of continuous, uninterrupted, or error-free operation of the Site or the Service.

13. Access to Service

13.1 Limited License. Tough Leaf, Inc grants you a limited, revocable, nonexclusive, non-transferable license to access and use the Service solely for your own authorized business or personal purposes, subject to and in strict accordance with this Agreement.

13.2 Prohibited Uses. This license expressly excludes:

• (a) access to or use of the Service by any posting agents or automated systems not expressly authorized by Tough Leaf, Inc;
• (b) any collection, aggregation, copying, duplication, republication, framing, display, or creation of derivative works from the Site or the Service; and
• (c) any use of data mining, robots, spiders, crawlers, scrapers, or similar data-gathering or extraction tools for any purpose, unless expressly permitted in a prior written agreement with Tough Leaf, Inc.

14.TERMINATION OF RIGHTS

14.1 Termination Rights. You agree that Tough Leaf, Inc may, in its sole discretion and without notice, suspend, deactivate, or terminate your account, block your email address or IP address, or otherwise restrict or terminate your access to the Site or the Service (in whole or in part), and may remove or discard any Information or Content posted by you, for any reason, including but not limited to:

• (a) failure to pay any fees when due;
• (b) violation of the letter or spirit of this Agreement;
• (c) provision of false, misleading, or incomplete information to Tough Leaf, Inc; or
• (d) attempted circumvention of this Agreement or the Service’s intended use.

14.2 No Liability. You agree that Tough Leaf, Inc shall not be liable to you or to any third party for any suspension, deactivation, or termination of your account, your access to the Service, or the removal of any Information or Content.

14.3 Prohibition on Post-Termination Use. Following termination, you agree not to attempt to access or use the Service.

14.4 Survival. Sections 3, 7, and 10 through 20 of this Agreement shall survive any termination of your account or access to the Service.

15. Proprietary Rights

15.1 Ownership of Site and Service. The Site and the Service are protected by copyright laws, international treaties, and conventions. All Content displayed on or through the Site and the Service is protected as a collective work and/or compilation. Except as expressly authorized by Tough Leaf, Inc in writing, you shall not reproduce, modify, create derivative works from, redistribute, republish, copy, or transfer the Site, the Service, or any Content, in whole or in part, to any other server, location, or medium.

15.2 Prohibited Acts. Without limiting the foregoing, you shall not:

• (a) reproduce, duplicate, copy, sell, resell, or exploit any aspect of the Service for commercial purposes;
• (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover any source code underlying the Service; or
• (c) remove, obscure, or alter any copyright, trademark, or proprietary notices displayed on the Site or the Service.

15.3 Marks. and any other service marks, trademarks, or trade dress of Tough Leaf, Inc are the exclusive property of Tough Leaf, Inc. Unauthorized use is strictly prohibited.

15.4 User Content Ownership. Tough Leaf, Inc does not claim ownership of Information or Content submitted by Information Providers.

15.5 License Grant. By submitting or posting Information or Content to the Site or Service, you represent and warrant that you are at least 18 years of age and have the unrestricted right to do so, and you grant to Tough Leaf, Inc a fully paid, worldwide, transferable, sublicensable license to:

• (a) make such Information or Content available generally to Seekers;
• (b) use, copy, perform, display, distribute, and prepare derivative works of such Information or Content; and
• (c) prohibit any subsequent aggregation, duplication, reproduction, or exploitation of such Information or Content by third parties

15.6 License Revocation. You may revoke the license granted in Section 15.5 upon not less than sixty (60) days’ prior written notice to Tough Leaf, Inc. You acknowledge that Tough Leaf, Inc has no obligation to exercise any of its rights under Section 15.5.

16. Disclaimer of Warranty

16.1 Use at Your Own Risk. You agree that your use of the Site and the Service is entirely at your own risk.

16.2 “As Is” Basis. The Site and the Service are provided on an “as is” and “as available” basis, without any warranties of any kind, whether express or implied.

16.3 Disclaimed Warranties. To the fullest extent permitted by law, Tough Leaf, Inc expressly disclaims all warranties, including but not limited to:

• (a) warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights;
• (b) warranties regarding the security, reliability, timeliness, accuracy, or performance of the Site or the Service;
• (c) warranties for any goods or services received through or advertised on the Site or the Service, or accessed through any links on the Site; and
• (d) warranties that the Site, the Service, or any Content is free from viruses, malware, or other harmful components.

16.4 Jurisdictional Limitations. Some jurisdictions do not allow the disclaimer of certain implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you, but only to the extent prohibited by applicable law.