Emily Investments LTD ("Togezzer," "we," "our") offers a mobile first communication and project management system, including via a mobile application (collectively, the "Service"), and website https://en.togezzer.net/
(the "Website"). Emily Investments LTD is located at 806 Capitol center, 5-19 Jardine's bazaar, Causeway bay, Hong Kong. Togezzer has 2 types of users:
free users, which can access and use the Service, while having a limited set of Service features and functionality than Subscribers.
users who use the Service as part of a paid subscription – Subscribers. The Service features and functionalities available to Subscribers are determined by the subscription plan agreed to between Togezzer and the organization (e.g., your employer or another entity or person, called the "Customer").
1.1 Account and Confidentiality. To access the Service and Website, you must register for a Togezzer account by creating a user name and providing your actual phone number
. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer ("Account Administrator"), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Togezzer is entitled to rely on your instructions.
1.2 Unauthorized Account Use. You are responsible for notifying us at email@example.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Togezzer will not be liable for any loss, damages, liability, expenses or attorneys' fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys' fees incurred by Togezzer or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Togezzer reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
2.1 Content. The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, "User Content") and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:
2.1.2 Subscriber User Content on the Service. Content submitted to the Service by Subscribers ("Subscriber User Content") is owned and controlled by the Customer. Togezzer maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as otherwise set forth in these Terms or as expressly permitted in writing by the Customer.
2.2 Feedback on the Website. The Website may have certain features that allow you to submit comments, information, and other materials (collectively, "Feedback") to Togezzer and share such Feedback with other users, or the public. By submitting Feedback through the Website, you grant Togezzer a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Togezzer marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
3.2 Acceptable Use. All Users must comply with the following rules regarding acceptable use of the Service and Website.
3.2.1 Disruption of the Service. You may not:
access, tamper with, or use non-public areas of the Service and Website, our computer systems, or the technical delivery systems of our providers;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
access or search the Service and Website by any means other than our publicly supported interfaces (for example, "scraping");
attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using "bots" or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service and Website, or by scripting the creation of User Content in such a manner as to interfere with or create an undue burden on the Service and Website.
3.2.2. Misuse of the Service and Website. You may not utilize the Service and Website to carry out, promote or support:
any unlawful or fraudulent activities;
the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
the publishing or posting of other people's private or personal information without their express authorization and permission;
the sending of unsolicited communications, promotions advertisements, or spam;
the publishing of or linking to malicious content intended to damage or disrupt another user's browser or computer; or
the promotion or advertisement of products or services other than your own without appropriate authorization.
3.2.3. You may not post any User Content on the Service or Website that:
violates any applicable law, any third party's intellectual property rights, or anyone's right of privacy or publicity;
is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
contains any personal information of minors;
contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without our prior written consent;
contains viruses, bots, worms, or similar harmful materials; or
contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
Violations of this Section 3. In addition to any other remedies that may be available to us, Togezzer reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Website, upon notice and without liability for Togezzer should you fail to abide by the rules in this Section 3 or if, in our sole discretion, such action is necessary to prevent disruption of the Service or Website for other users. If you are a Subscriber, Togezzer reserves the right to notify the Customer's Account Administrator(s) or other Customer representative(s) of any violations of these Terms.
5.1. Terms for Subscribers. Unless cancelled, your Service subscription will be automatically renewed at the end of your subscription period. We will bill the subscription fee plus any applicable tax to you. Your membership will automatically renew for successive subscriptions, without prior notice to you, unless and until you cancel your membership, or we terminate it. You must cancel your membership before it renews in order to avoid billing of the next period's subscription fees to your payment method.
Unless you use a free version of the Service, by using the Service and Website, you are expressly agreeing that we are permitted to bill you a subscription fee, any applicable tax and any other charges you may incur in connection with your use of the Service and Website. The subscription fee will be billed at the beginning of your subscription and on each renewal thereafter, unless and until you cancel your membership. We will automatically bill you each billing period on the calendar day corresponding to the commencement of your membership. Except and to the extent required by applicable law, all fees and charges are nonrefundable, and there are no refunds or credits for partially used periods, or where you have elected to downgrade service levels or otherwise remove any paid component or feature. If you elect to upgrade your service level or otherwise add any paid component or feature, we will pro-rate the amount due based on the number of days remaining in your billing cycle; provided, however, that any such proration shall be based on your service level or paid components or features in existence immediately prior to your election to upgrade or add paid components or features.
If you change your service level (downgrade it), you may cause the loss of features for your account. Togezzer does not accept any liability for such loss. You may cancel your subscription to the Service and Website at any time, and cancellation will be effective immediately. Except and to the extent required by applicable law, WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS OR ANY FEATURE OF COMPONENT THAT YOU HAVE PAID FOR BUT NOT USED.
5.2. In connection with your purchase and/or use of the Service you may be subject to taxes, including, without limitation, sales and use taxes, by any authority which has jurisdiction to impose such taxes. You agree that the obligation and payment of any such taxes shall be your sole and absolute responsibility, and you agree, that unless otherwise required by applicable law, to indemnify us to the extent that Togezzer incurs any obligations or other liabilities in connection with such taxes.
6. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW: (i) YOUR USE OF THE SERVICE AND WEBSITE IS AT YOUR SOLE RISK, (ii) THE SERVICE AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND (iii) TOGEZZER AND ITS PARENT,SUBSIDIARIES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, ATTORNEYS, PARTNERS, LICENSORS, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE "TOGEZZER PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. THE TOGEZZER PARTIES MAKE NO WARRANTY THAT: (i) THE SERVICE AND WEBSITE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE AND WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND WEBSITE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OR RESULTS OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE AND WEBSITE WILL MEET YOUR EXPECTATIONS; AND (v) ERRORS OR DEFECTS, IF ANY, IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE AND WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL AND/OR DATA.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE TOGEZZER PARTIES OR THROUGH OR FROM THE SERVICE AND WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. THE TOGEZZER PARTIES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE TOGEZZER STRIVES TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, THE TOGEZZER PARTIES CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.
7. LIMITATION OF LIABILITY EXCEPT AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOGEZZER AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TOGEZZER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE AND WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE AND WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE AND WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE AND WEBSITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TOGEZZER'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO TOGEZZER FOR THE SERVICE IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $100.
8. VIRUSES You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Website for any reconstruction of any lost data.
9. MODIFICATION Togezzer reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Website (or any part thereof), with or without notice. You agree that Togezzer shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service and Website.
10. APPLICABLE LAW These Terms, and their subject matter and formation, are governed by the laws of England and Wales.
You can contact us at firstname.lastname@example.org if you have any complaints or disputes about the Services. You and Togezzer shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and Togezzer arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the courts of Hong Kong.
11. TERMINATION AND CANCELLATION You agree that Togezzer may without prior notice immediately terminate your account and access to the Service and Website. Such termination may be made in our sole and absolute discretion with or without cause. For illustrative purposes only, the situations in which Togezzer may terminate your account and access to the Service and Website shall include, but not be limited to: (a) breaches or violations of these Terms; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions): (d) discontinuance or material modification to the Service and Website (or any part thereof): (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) engagement by you in fraudulent or illegal activities; and/or (h) nonpayment of any fees owed by you in connection with the Service. Further, you agree that all terminations for cause shall be made in our sole and absolute discretion and that Togezzer shall not be liable to you or any third party for any termination of your account, or access to the Service.
12. GENERAL TERMS 12.1. No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
12.2. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.3. Miscellaneous. The section titles in these Terms are for convenience only and have no legal or contractual effect.
12.4 Notices. We may deliver notice to you by e-mail, posting a notice on the Service and Website or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Emily Investments LTD, 806 Capitol center, 5-19 Jardine's bazaar, Causeway bay, Hong Kong; or (2) email@example.com.