TOODLEDO, INC. ("TOODLEDO", "WE" OR "US") TERMS OF USE

Last Updated: October 22, 2018

THE TOODLEDO TERMS OF USE(THE "TERMS") SET FORTH BELOW GOVERN YOUR USE OF THE TOODLEDO WEBSERVICE LOCATED AT THE URL WWW.TOODLEDO.COM AND THE TOODLEDO MOBILE APPLICATION (COLLECTVELY, THE "SERVICE"). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND TOODLEDO AND GOVERN YOUR ACCESS TO, AND USE OF, THE SERVICE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE OR ANY INFORMATION ON OR RELATED TO THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. TOODLEDO MAY MAKE CHANGES TO THE CONTENT OFFERED ON THE SERVICE, AT ANY TIME WITHOUT NOTICE, AND TOODLEDO CAN CHANGE THESE TERMS AT ANY TIME. IF TOODLEDO CHANGES ANY OF THESE TERMS, TOODLEDO WILL POST THE UPDATED TERMS ON THE SERVICE. TOODLEDO MAY ALSO SEND REGISTERED USERS THAT HAVE SUBMITTED THEIR EMAIL ADDRESS A NOTICE OF THE CHANGE TO THESE TERMS. YOUR CONTINUED USE OF THE SERVICE AFTER SUCH CHANGES HAVE BEEN POSTED ACKNOWLEDGES YOUR AGREEMENT TO THE NEW TERMS. THEREFORE, YOU SHOULD CHECK THE TERMS OF USE POSTED ON THE SERVICE PERIODICALLY FOR UPDATES AND CHANGES.

YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT YOU ARE AT LEAST 16 YEARS OF AGE AND YOU AGREE TO THESE TERMS. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A USER OF THE SERVICE AND YOU HAVE QUESTIONS ABOUT THE SERVICE OR THESE TERMS, PLEASE CONTACT US AT ADMIN@TOODLEDO.COM.

General Use Restrictions

Toodledo provides productivity and organizational tools through the Service. Certain information, documents, and services provided on and through the Service, including content, logos, graphics, sounds, images delivered to you through the Service (together, the "Materials") are provided to you by Toodledo and are the copyrighted and/or trademarked work of Toodledo or Toodledo's licensors. Materials do not include Submissions (as defined below in the Submissions Section).

Subject to your payment of any applicable fees, Toodledo grants you a limited, personal, non-exclusive and non-transferable license to use the Service and Materials on devices you own, all solely for your personal use. Except for the license set forth in the preceding license grant above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or the Service in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you must cease using the Service and agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Service or any of the Materials.

We may offer updates of the Service, from time to time, for feature enhancement, security or other purposes.

You agree to comply with all export and re-export regulations and restrictions of the U.S. Department of Commerce and other United States agencies and authorities that may apply to the Service.

If you violate these Terms, Toodledo may terminate and/or suspend your access to the Service and/or use of the Materials, Third Party Content (as defined below) without notice. Toodledo prefers to advise you of your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Toodledo, may result in immediate termination of your access to the Service. Toodledo has the right to terminate any password-restricted account for any reason. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Toodledo’s failure to enforce any of these Terms is not a waiver of such term.

Password Restricted Areas

You need a password to use the Service. You are responsible for maintaining the confidentiality of your password and account, and you agree to notify Toodledo if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your account, and Toodledo is not responsible for any unauthorized use of your account in the event that your password is stolen or revealed to a third party. You agree to immediately notify Toodledo of any unauthorized use of your account or any other breach of security in relation to the Service known to you. Toodledo provides you with tools to change your password and to otherwise edit or safeguard your account on your account settings page.

You may not sell, transfer, give, or otherwise surrender your account or account password to another party. You agree that you will not use other users' contact information gathered from the Service for commercial purposes and agree not to provide any other user's contact information to any third party.

Term; Termination

If you purchase a paid subscription, each subscription period will automatically renew for additional periods equal to the expiring subscription period at our then-current rates, unless you or we give the other party written notice of non-renewal at least thirty (30) days before the end of the relevant subscription period. You may terminate these Terms at any time by ceasing use of the Service but You will not receive any refund of prepaid fees for the current subscription period, if applicable. Toodledo additionally may terminate these Terms on thirty (30) days written notice to You if You breach any of these Terms and the breach remains uncured at the end of such thirty (30) day period. On any termination of these Terms You will cease using the Service.

Disclaimer of Warranties, Limitation of Liability, Arbitration and Class Action Waiver, General and other sections that by their nature are intended to survive termination will survive any termination of these Terms.

Disclaimer of Warranties

Your use of the Service is at your own risk. Neither the Materials, Submissions nor the Third Party Content have been verified or authenticated in whole or in part by Toodledo, and they may include inaccuracies, typographical, or other errors. Toodledo does not warrant the accuracy of timeliness of the Materials, Submissions or the Third Party Content contained on the Service. Toodledo has no liability for any errors or omissions in the Materials, Submissions and/or the Third Party Content, whether provided by Toodledo, our users, or our licensors.

NEITHER TOODLEDO OR ITS LICENSORS OR SUPPLIERS MAKE ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICE, ANY MATERIALS, SUBMISSIONS OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT AND THE SUBMISSIONS OF OTHER USERS OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, MATERIALS, THIRD PARTY CONTENT, SUBMISSIONS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER TOODLEDO NOR ITS LICENSORS OR SUPPLIERS PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. TOODLEDO DOES NOT GUARANTEE THE CONFIDENTIALITY OF YOUR SUBMISSIONS.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOODLEDO NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USING, DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS, THIRD PARTY CONTENT OR SUBMISSIONS TO OR FROM THE SERVICE. IN NO EVENT SHALL TOODLEDO OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGE TO YOUR HEALTH OR FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF Toodledo OR ITS LICENSORS KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

Privacy Policy

Your use of the Service is governed by the Toodledo Privacy Policy, which is available at https://www.toodledo.com/info/privacy.php.

Third Party Content

Certain information and content that are not Submissions may be provided by third party licensors and suppliers to Toodledo ("Third Party Content"). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. Unless you have permission from the owner of the Third Party Content or as otherwise set forth in these Terms, you agree to only display the Third Party Content on your personal computer solely for your personal use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content or as otherwise expressly authorized in these Terms. You hereby indemnify and hold Toodledo and all providers/licensors of Third Party Content harmless from any third party claims related to your use of the Third Party Content in any manner other than authorized hereunder.

Submissions

You acknowledge that you are responsible for any comments, postings and other material that you submit, upload or otherwise make available on the Service, including without limitation, your tasks, lists and notes (each a "Submission"). You further acknowledge that you, and not Toodledo, bear full responsibility for each such Submission you make, including its legality, reliability, appropriateness, and trademark and copyright ownership.

Unless otherwise explicitly stated herein or in the Toodledo Privacy Policy, you agree that any Submission provided by you in connection with the Service is provided on a non-proprietary and non-confidential basis. Except as expressly set forth below, you grant Toodledo a nonexclusive, worldwide, royalty-free license to (in any media, whether now known or not currently known or invented) to your Submissions to make copies of your Submissions.

Additionally, Toodledo agrees that the use all of your Submissions will be in accordance with Toodledo’s Privacy Policy applicable to personally identifiable information. You further agree that you will not upload to the Service or include in any Submission any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make.

You represent and warrant that: (i) you own all Submissions uploaded by you on or through the Service, or that you otherwise have the right to grant the licenses to Toodledo set forth in this section, and (ii) your Submissions do not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay and indemnify Toodledo for all royalties, fees, damages and any other monies owing any person by reason of any Submissions uploaded by you to or through the Service.

Etiquette

Toodledo asks that you respect the Toodledo online community as well as other individuals participating within the Toodledo online community. Your conduct should be guided by common sense and basic etiquette. To further these common goals, when uploading Submissions to or otherwise using the Service, you agree not to, without limitation:

  • Upload any sensitive data that includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data or criminal convictions and offences.

  • Upload anything that exploits children or minors or participate in a group that exploits children or minors.

  • Upload any content that is mature, adult in nature or inappropriate for a general audience.

  • Use explicit/obscene language or solicit/upload sexually explicit images (actual or simulated) or to participate in racially, ethnically, or otherwise offensive language.

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

  • Upload any copyrighted or trademarked materials without the express permission from the owner.

  • Impersonate or represent Toodledo, our staff or other industry professionals.

  • Solicit a user's password or other account information.

  • Harvest user names, addresses, homepage URL's or email addresses for any purpose other than your personal use in your interactions on the Service.

  • Upload information that makes available or includes another individual's personally identifiable information (for example, their real name, e-mail address, address, employer or school).

  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.

  • Discuss or incite illegal activity.

  • Upload anything that depicts cruelty to animals.

  • Alter or interfere with Toodledo’s Service or operations by employment of third party scripts, code, bots, etc.

  • Remove, hide, or obscure access to Toodledo tools used to report a user or their behavior.

This list of prohibitions provides examples and is not complete or exclusive. Toodledo reserves the right to (a) terminate your access to your account, your ability to upload to the Service and (b) refuse, delete or remove any Submissions for any action that Toodledo determines is inappropriate or disruptive to the Service or to any other user of the Service with or without cause and with or without notice, for any reason or no reason. Toodledo may report to law enforcement or other appropriate government authorities any actions that may be suspicious or illegal, and any reports it receives of such conduct. When legally required or at Toodledo’s discretion, Toodledo will cooperate with law enforcement or appropriate government agencies in any investigation. You hereby acknowledge and agree that in using the Service, you may be exposed to content that may be offensive or objectionable to you. YOU HEREBY ACKNOWLEDGE AND AGREE THAT ALL SUBMISSIONS SUBMITTED BY YOU OR ANY OTHER USER EXPRESS THE VIEWS OF THE AUTHOR, AND Toodledo WILL NOT BE HELD RESPONSIBLE FOR OR LIABLE FOR THE CONTENT IN SUCH SUBMISSIONS. Your access to and use of the Service is undertaken at your own risk and Toodledo is not responsible for any offensive, harmful or otherwise objectionable materials that may be included on the Service by any third party

These prohibitions do not require Toodledo to monitor, police, or remove any Submissions or other information submitted by you or any other user, and Toodledo disclaims any obligation or responsibility to do so.

You understand that your interactions and dealings with other users of the Service are solely between you and such other user. Toodledo is not responsible for any loss, harm or damage of any sort incurred as a result of any such interactions or dealings, and Toodledo has no obligation to become involved in any resulting dispute.

Unauthorized Activities

Submissions and unauthorized use of any Materials or Third Party Content contained on the Service may violate applicable laws and regulations. You agree to indemnify and hold Toodledo and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) Toodledo or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Service or the use of the Service by any person using your user name and/or password (including without limitation, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Payment and Electronic Communications

When you purchase a subscription, you are expressly agreeing that Toodledo is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Toodledo in connection with such subscription and that the fees will be billed to the credit card or account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. If payment is not received or cannot be charged to your credit card account for any reason in advance, Toodledo reserves the right to either suspend or terminate your access to the Service and terminate these Terms. All fees are non-refundable.

By using the Service, you consent to receiving electronic communications from Toodledo. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Service. These electronic communications are part of your relationship with Toodledo and you receive them as part of your purchase of a subscription. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Proprietary Rights

Toodledo is a trademark of Toodledo in the United States. Other trademarks, names and logos on the Service are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on the Service, including documents, services, Service design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Toodledo, Inc. Copyright 2018 Toodledo All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensor. Toodledo will be responsible for any investigation, defense, settlement and discharge of any intellectual property infringement claim based on the Service.

Copyright and Trademark Infringements

Only the intellectual property rights owner or the owner's authorized agent is permitted to report potentially infringing materials through Toodledo’s reporting system set forth below. If you are not the intellectual property rights owner or the owner's authorized agent, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.

Notification: Toodledo respects the intellectual property rights of others, and we require you to do the same when interfacing with the Service.

Submissions and unauthorized use of any Materials or Third Party Content contained on the Service may violate applicable laws and regulations. You agree to indemnify and hold Toodledo and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) Toodledo or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Service or the use of the Service by any person using your user name and/or password (including without limitation, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Toodledo may, in appropriate circumstances and at our discretion, terminate service and/or access to the Service for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Service, please provide Toodledo’s designated agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  • Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online Service are covered by a single notification, a full list of such works at that Service.

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Service, and information reasonably sufficient to permit Toodledo to locate the material.

  • Information sufficient to permit Toodledo to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  • Toodledo’s agent for notice of claims of copyright or trademark infringement on the Service can be reached as follows:

By mail:
Toodledo
Attn: DMCA Administrator
10 Crow Canyon Court, Suite 210
San Ramon, CA 94583

By e-mail: dmca@toodledo.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

ioS Terms

If you are using the Service through an application on an iOS device, you may only use the Service on any iOS devices that you own or control as permitted in the Apple, Inc. (“Apple”) App Store Terms of Service usage rules. You acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Service. Toodledo, and not Apple, will be responsible for any investigation, defense, settlement and discharge of any intellectual property infringement claim based on the Service. You acknowledge and agree that Apple and Apple's subsidiaries, are third party beneficiaries of these Terms, and that Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

Android Terms

If you are using the Service through an application on an Android device, you may only use the Service on any Android devices that you own or control as permitted in the Google Play Terms of Use. You acknowledge that Google has no obligation to furnish any maintenance or support services with respect to the Service.

General

Toodledo controls and operates the Service from its headquarters in the United States of America and the Materials, Submissions and/or Third Party Content may not be appropriate or available for use in other locations. If you use the Service outside the United States of America, you are responsible for following applicable local laws.

These Terms are the entire agreement between you and Toodledo and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Toodledo about the Service. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

These Terms will be governed and interpreted pursuant to the laws of the State of California United States of America, for contracts to be executed and fully performed therein and notwithstanding any principles of conflicts of law. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. You specifically consent to personal jurisdiction in the State of California in connection with any New York dispute between you and Toodledo arising out of these Terms or pertaining to the subject matter hereof.

You agree that the exclusive venue for any dispute arising out of these Terms or pertaining to the subject matter thereof will be in the state and federal courts in. You irrevocably waive all rights to bring or participate in any class action suits or claims regarding the matters related hereto. If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement among the parties relating to this subject matter. To the extent a purchase order, confirmation letter, or other communication is inconsistent with these Terms, these Terms will govern, unless expressly agreed in writing otherwise by an executive officer of Toodledo (i.e., regular employees cannot bind Toodledo).

If you have any questions, complaints or claims with respect to the Service, please contact us at:

Toodledo, Inc.
10 Crow Canyon Court, Suite 210
San Ramon, CA 94583

Or

admin@toodledo.com

Arbitration And Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Toodledo agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with Toodledo as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Toodledo's support department at info@toodledo.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Toodledo support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms of Use (including the Terms of Use' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use or the Privacy Policy, including but not limited to any claim that all or any part of these Terms of Use or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com ); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS; and (c) send one copy of the Demand for Arbitration to Toodledo at admin@toodledo.com.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Toodledo will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Toodledo will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of California, United States of America, and you and Toodledo agree to submit to the personal jurisdiction of any federal or state court in Contra Costa county, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Toodledo AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Toodledo) written notice of your decision to opt out to Toodledo (admin@toodledo.com) with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Toodledo also will not be bound by them.

Changes to This Section: Toodledo will provide thirty (30) days' notice of any changes to this section by posting on the Toodledo Terms of Use webService, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Toodledo Terms of Use webService or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Services.