Website terms of use.

1. Definitions

"Toeshee," "we," "us," or "our" means TOESHEE, together with its affiliates, successors, and assigns.

"Customer," "you," or "your" means the individual, company, or entity accessing or using the Platform.

"Platform" means the Toeshee website, software, applications, dashboards, client portal, APIs, AI tools, workflows, databases, reports, alerts, integrations, and related services.

"User" means any individual authorized by Customer to access the Platform.

"Customer Data" means information, data, files, prompts, configurations, records, contact lists, and other content submitted to or configured within the Platform by Customer or its Users.

"Output" means summaries, recommendations, research, classifications, reports, alerts, suggested responses, or other information generated by the Platform, including by its AI features.

"Third-Party Sources" means websites, databases, APIs, systems, data providers, social platforms, public records, news sources, and other third-party systems or content accessed, referenced, or integrated with the Platform.

2. Nature of the Platform

Toeshee provides crypto-native customer support outsourcing and related operational services for the decentralized economy, together with a website, client portal, and supporting digital tools designed to assist customers in evaluating, engaging, and managing those services.

The Platform is a support and decision-support tool. It does not guarantee business results, customer acquisition, revenue, compliance outcomes, business performance, or the accuracy, completeness, legality, or availability of third-party information.

Customer is solely responsible for evaluating Output, verifying information, complying with applicable laws, and making its own business decisions.

3. Eligibility and Account Registration

You must be at least 18 years old and legally able to enter into contracts to use the Platform.

You agree to provide accurate, current, and complete account information and to keep that information updated. You are responsible for maintaining the confidentiality of account credentials and for all activity under your account.

You must promptly notify us of any unauthorized access, security incident, suspected misuse, or compromised credentials.

We may suspend or terminate accounts that contain inaccurate information, are used by unauthorized persons, violate these Terms, or create legal, security, operational, reputational, or commercial risk.

4. Customer Responsibilities

Customer is responsible for:

• All activity by its Users.
• Configuring user permissions and access levels.
• Ensuring Users comply with these Terms.
• Maintaining the accuracy and legality of Customer Data.
• Obtaining all rights, consents, and permissions required to use Customer Data.
• Reviewing and validating all Output before relying on it.
• Complying with all applicable privacy, marketing, communications, anti-spam, employment, consumer protection, data protection, export control, and industry-specific laws.
• Ensuring that communications, campaigns, and use of data comply with applicable law and Platform rules.

Customer may not use the Platform as a substitute for legal, compliance, financial, investment, or professional advice.

5. Permitted Use

Subject to these Terms and payment of applicable fees, Toeshee grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for Customer's internal business purposes or as expressly permitted in a written order form.

Unless expressly authorized in writing, Customer may not resell, sublicense, white label, host, distribute, or make the Platform available to third parties.

Enterprise, white-label, reseller, managed service, or commercial deployment rights must be documented in a separate written agreement signed by Toeshee.

6. Prohibited Use

Customer and Users may not:

• Use the Platform for unlawful, deceptive, abusive, harmful, harassing, discriminatory, defamatory, fraudulent, or malicious purposes.
• Violate privacy, data protection, anti-spam, telemarketing, export control, intellectual property, consumer protection, employment, or communications laws.
• Use the Platform to generate, enrich, verify, or distribute unlawful contact lists.
• Send spam, unsolicited messages, misleading outreach, phishing messages, impersonation messages, or deceptive communications.
• Scrape, crawl, copy, mirror, reverse engineer, decompile, or attempt to extract source code, models, prompts, databases, scoring systems, workflows, or algorithms.
• Interfere with, disrupt, overload, probe, scan, or test the vulnerability of the Platform or related systems.
• Bypass rate limits, security controls, authentication, usage restrictions, or access permissions.
• Upload malware, malicious code, spyware, credential harvesting tools, or harmful files.
• Use Output to make fully automated decisions that produce legal or similarly significant effects without appropriate human review.
• Misrepresent AI-generated content as independently verified fact without proper review.
• Use the Platform to target protected classes unlawfully or to discriminate in employment, housing, credit, insurance, education, healthcare, or other regulated contexts.
• Use the Platform to compete with Toeshee, benchmark against competing services, or develop a similar product without written permission.
• Use the Platform in a manner that creates legal, regulatory, reputational, security, or operational risk for Toeshee.

Toeshee may suspend or terminate access immediately if it believes Customer or any User has violated this section.

7. AI Outputs and Human Review

Customer acknowledges that AI systems may generate inaccurate, incomplete, outdated, misleading, duplicative, or unexpected Output.

Customer is responsible for independently reviewing, validating, and approving all Output before use. Customer must not rely solely on Output for material business, legal, compliance, financial, employment, credit, or safety decisions.

Toeshee does not represent or warrant that Output is accurate, complete, non-infringing, legally compliant, commercially useful, or suitable for any specific purpose.

Similar or identical Output may be generated for other customers. Toeshee does not guarantee exclusivity in Output, recommendations, summaries, classifications, or insights.

8. Third-Party Sources and Integrations

The Platform may use, reference, or integrate with Third-Party Sources. Toeshee does not control Third-Party Sources and is not responsible for their availability, accuracy, legality, security, policies, pricing, or content.

Customer's use of Third-Party Sources may be governed by separate terms and policies. Customer is solely responsible for complying with those terms.

Toeshee may modify, suspend, or discontinue access to Third-Party Sources or integrations at any time.

9. Customer Data

Customer retains ownership of Customer Data.

Customer grants Toeshee a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, analyze, transform, and use Customer Data as necessary to provide, secure, support, maintain, improve, and develop the Platform, comply with law, prevent abuse, and enforce these Terms.

Customer represents that it has all rights, permissions, and lawful bases necessary to submit Customer Data to the Platform and permit Toeshee to process it.

Customer must not submit sensitive personal information, regulated personal information, health information, financial account data, government identification numbers, children's data, biometric data, precise geolocation, or other highly sensitive data unless expressly authorized in writing by Toeshee.

10. Confidentiality

Each party may receive confidential information from the other. Confidential information includes non-public business, technical, financial, product, security, pricing, customer, roadmap, and operational information.

The receiving party must use confidential information only to perform under these Terms and must protect it using reasonable care. The receiving party may disclose confidential information only to employees, contractors, advisors, or service providers who need to know it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, already known without restriction, independently developed, or lawfully received from a third party.

11. Security

Toeshee uses commercially reasonable technical and organizational measures designed to protect the Platform and Customer Data.

Customer is responsible for maintaining secure passwords, enforcing appropriate access controls, enabling multi-factor authentication where available, managing User permissions, and securing its own systems, devices, networks, and integrations.

No system is completely secure. Toeshee does not guarantee that unauthorized third parties will never defeat security measures.

12. Fees, Subscriptions, Trials, and Payment

Customer agrees to pay all fees described in the applicable pricing page, order form, invoice, or subscription checkout.

Unless otherwise stated, subscription fees are billed in advance and are non-refundable except as required by law or expressly stated in a written agreement.

Subscription plans may renew automatically unless cancelled before the renewal date. Renewal terms, billing frequency, cancellation procedures, and material pricing terms will be disclosed at checkout or in an order form.

Customer authorizes Toeshee and its payment processors to charge applicable fees, taxes, overages, and renewal amounts using the payment method provided.

Toeshee may suspend access for late payment, failed payment, chargebacks, payment disputes, or suspected fraud.

Trial access may be modified, limited, or terminated at any time. Unless otherwise stated, trial access does not guarantee continued access to features, data, pricing, or availability.

13. Cancellation

Customers may cancel subscriptions through the account settings, billing portal, written notice, or other cancellation method provided by Toeshee.

Cancellation stops future renewals but does not automatically entitle Customer to a refund for the current billing period unless required by law or expressly stated in writing.

Customer remains responsible for all fees incurred before cancellation.

Toeshee may require reasonable verification before processing cancellation requests to prevent unauthorized account changes.

14. Taxes

Fees do not include taxes unless expressly stated. Customer is responsible for all applicable taxes, duties, levies, assessments, and governmental charges, excluding taxes based on Toeshee's net income.

15. Intellectual Property

Toeshee and its licensors own all rights, title, and interest in and to the Platform, including software, source code, object code, models, prompts, workflows, interfaces, databases, designs, documentation, trademarks, trade names, service marks, logos, know-how, analytics, scoring systems, templates, and all improvements.

No rights are granted except as expressly stated in these Terms.

Customer may not remove, alter, or obscure proprietary notices.

16. Feedback

If Customer or any User provides ideas, suggestions, requests, improvements, comments, or other feedback, Toeshee may use that feedback without restriction, attribution, or compensation.

Customer grants Toeshee a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, commercialize, and incorporate feedback into Toeshee products and services.

17. Usage Data and Aggregated Data

Toeshee may collect and use usage data, telemetry, analytics, performance data, error logs, and other technical information to operate, secure, support, improve, and develop the Platform.

Toeshee may create aggregated or de-identified data that does not identify Customer or any individual. Toeshee may use such aggregated or de-identified data for any lawful business purpose.

18. Publicity

Toeshee may identify Customer as a customer in marketing materials, customer lists, websites, and presentations, using Customer's name and logo, unless Customer notifies Toeshee in writing that it opts out.

Case studies, press releases, and detailed public references require mutual written approval.

19. Beta Features

Toeshee may offer beta, preview, experimental, or pre-release features. Beta features are provided "as is," may be modified or discontinued at any time, and may be subject to additional limitations.

Toeshee is not liable for losses, damages, errors, interruptions, data loss, or business impact arising from beta features.

20. Professional Services

Toeshee may provide implementation, configuration, integration, onboarding, workflow design, training, or consulting services under a separate statement of work.

Unless expressly stated in writing, professional services do not create work-for-hire ownership rights for Customer in the Platform, underlying technology, templates, workflows, models, software, or general know-how.

21. Service Availability and Modifications

Toeshee may modify, update, suspend, discontinue, or limit the Platform, features, plans, usage limits, integrations, data sources, or functionality at any time.

Toeshee does not guarantee uninterrupted, error-free, or continuous availability.

Scheduled maintenance, emergency maintenance, security events, third-party outages, internet failures, hosting failures, API changes, and force majeure events may affect availability.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, OUTPUT, THIRD-PARTY SOURCES, BETA FEATURES, INTEGRATIONS, REPORTS, ALERTS, DATA, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TOESHEE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND COURSE OF DEALING. TOESHEE DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, COMPLETE, ACCURATE, OR THAT IT WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOESHEE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM CUSTOMER'S USE OF OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOESHEE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, SERVICES, OUTPUT, OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO TOESHEE FOR THE PLATFORM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Multiple claims will not increase this liability cap.

24. Indemnification

Customer will defend, indemnify, and hold harmless Toeshee, its affiliates, officers, directors, employees, contractors, agents, licensors, vendors, and service providers from and against all claims, damages, liabilities, losses, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Customer Data.
• Customer's or any User's use of the Platform or Output.
• Customer's communications, marketing, or business activities.
• Customer's violation of law or third-party rights.
• Customer's violation of these Terms.
• Customer's use of Third-Party Sources or integrations.
• Customer's products, services, representations, or business practices.
• Any dispute between Customer and its customers, employees, contractors, vendors, or third parties.

Toeshee may participate in the defense at its own expense. Customer may not settle any claim in a manner that imposes liability, admission, restriction, or obligation on Toeshee without Toeshee's prior written consent.

25. Suspension and Termination

Toeshee may suspend or terminate access immediately if:

• Customer fails to pay fees.
• Customer violates these Terms.
• Customer creates security, legal, operational, reputational, or commercial risk.
• Customer uses the Platform unlawfully or abusively.
• Required Third-Party Sources or integrations become unavailable.
• Toeshee is required to do so by law or court order.

Upon termination, Customer's right to access the Platform ends immediately. Customer remains responsible for all unpaid fees.

Sections intended to survive termination will survive, including provisions regarding fees, confidentiality, intellectual property, feedback, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and miscellaneous terms.

26. Dispute Resolution; Informal Resolution First

Before filing any claim, arbitration, or legal proceeding, the party asserting a dispute must first send written notice describing the dispute in reasonable detail to the other party.

The parties must then attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Notices to Toeshee must be sent to: TOESHEE, compliance@toeshee.com.

This informal resolution requirement is a condition precedent to filing arbitration or litigation, except for claims seeking emergency injunctive relief.

27. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS LEGAL RIGHTS.

Except for claims that may be brought in small claims court, claims for injunctive or equitable relief, claims involving intellectual property rights, claims involving unauthorized access or misuse of the Platform, or claims that cannot legally be arbitrated, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, Output, fees, subscriptions, marketing, or services will be resolved by binding individual arbitration.

The arbitration will be administered by the American Arbitration Association (AAA) under its applicable commercial arbitration rules. The seat of arbitration will be the State of Delaware, United States, unless otherwise required by law. The language of arbitration will be English.

The arbitrator will have exclusive authority to resolve disputes regarding arbitrability, enforceability, interpretation, scope, and validity of this arbitration agreement, except that courts may decide disputes regarding the class action waiver.

No class actions, collective actions, representative actions, private attorney general actions, mass arbitrations, consolidated proceedings, or jury trials are permitted.

Claims must be brought only on an individual basis. Customer and Toeshee waive the right to participate in any class, collective, representative, consolidated, or mass proceeding.

If this class action waiver is found unenforceable as to a particular claim, that claim must proceed in court and not arbitration, but all other arbitrable claims must still be arbitrated.

28. Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY CLAIM, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OUTPUT, OR SERVICES.

29. Limitation on Time to Bring Claims

To the maximum extent permitted by law, any claim arising out of or relating to these Terms, the Platform, Output, subscriptions, fees, or services must be brought within one (1) year after the event giving rise to the claim. Claims filed after that period are permanently barred.

30. Attorneys' Fees for Bad-Faith or Frivolous Claims

To the maximum extent permitted by law, if any claim, demand, arbitration, lawsuit, chargeback, complaint, or proceeding is found to be frivolous, filed in bad faith, intended to harass, intended to extract nuisance value, or materially based on false statements, the prevailing party may recover reasonable attorneys' fees, costs, and expenses.

Nothing in this section limits rights or remedies available under applicable law, court rules, arbitration rules, or contract.

31. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Subject to the arbitration provision, any permitted court proceeding must be brought exclusively in the state or federal courts located in New Castle County, State of Delaware, and each party consents to personal jurisdiction and venue in those courts.

32. Export Control and Sanctions

Customer may not use, export, re-export, transfer, or access the Platform in violation of applicable export control, sanctions, or trade laws.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and is not listed on any restricted party list.

33. Force Majeure

Toeshee is not liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, internet failures, hosting failures, third-party outages, cyberattacks, utility failures, supply chain interruptions, or changes to third-party platforms or laws.

34. Changes to These Terms

Toeshee may update these Terms from time to time. Updated Terms will be posted on the website or otherwise provided to Customer.

Changes become effective when posted unless a later date is stated. Continued use of the Platform after changes become effective constitutes acceptance of the updated Terms.

If a material change materially and adversely affects Customer's rights under an active paid subscription, Customer may stop using the Platform and cancel future renewals as its sole remedy, unless otherwise required by law.

35. Notices

Toeshee may provide notices by email, in-product message, account dashboard, website posting, or other reasonable method.

Customer must send legal notices to:

TOESHEE
Email: compliance@toeshee.com

36. Assignment

Customer may not assign or transfer these Terms without Toeshee's prior written consent.

Toeshee may assign these Terms in connection with a merger, acquisition, restructuring, financing, sale of assets, corporate transaction, or by operation of law.

37. Severability

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not permitted.

38. No Waiver

Failure to enforce any provision of these Terms is not a waiver of the right to enforce that provision or any other provision later.

39. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary relationship, employment relationship, franchise, or exclusive relationship.

40. Entire Agreement

These Terms, together with any applicable order form, statement of work, privacy policy, data processing addendum, acceptable use policy, and incorporated documents, constitute the entire agreement between Customer and Toeshee regarding the Platform and supersede all prior or contemporaneous agreements on that subject.

If there is a conflict between these Terms and a signed order form or enterprise agreement, the signed order form or enterprise agreement controls only for that Customer and only to the extent of the conflict.

41. Contact

For questions about these Terms, contact:

TOESHEE
Legal & Compliance: compliance@toeshee.com
Support: webmaster@toeshee.com
Phone: +1 (866) 715-7327