Last Updated: Sep 10, 2024

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between The Online Tooling Company, LLC, a limited liability company organized under the laws of the state of New York (“The Online Tooling Company”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of The Online Tooling Company’s website: https://www.theonlinetooling.company (the “Website”) and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and The Online Tooling Company shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay The Online Tooling Company for services rendered shall remain and continue to be an ongoing obligation owed by Client to The Online Tooling Company.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of The Online Tooling Company and all source code, databases, functionality, software, website designs, Retool configurations, and associated technical assets (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned and controlled by The Online Tooling Company and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided “As-Is” for your information and business use only. Except as expressly provided herein, no part of the Website or Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without The Online Tooling Company’s express prior written permission. The Online Tooling Company reserves all rights in the Website, Content, and Marks.

2. Ownership of Materials

All Retool development projects and source code created on Client’s behalf (the “Projects”) belong to the Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause The Online Tooling Company to become the owner of a Project, in whole or in part, rather than Client, The Online Tooling Company irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to The Online Tooling Company as examples or as material to be incorporated into a project during development are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights.

3. Third-Party Libraries or Plugins

In the event that any Project incorporates third-party libraries, plugins, or APIs that are not owned by The Online Tooling Company and require a commercial license for Client to legally reproduce, distribute, or publicly display the Project, The Online Tooling Company will inform Client in writing that one or more licenses are required. The notice will include sufficient information for Client to identify which licenses are necessary and who to contact to purchase them. Once notified, Client assumes all responsibility for obtaining the required licenses.

4. User Representations

By using the Website, Client represents and warrants that Client has the legal capacity and agrees to comply with these Terms of Use, is not a minor in the jurisdiction of their domicile, will not access the Website through automated or non-human means, will not use the Website for any illegal or unauthorized purpose, and Client’s use of the Website will not violate any applicable law or regulation.

5. Prohibited Activities

Client shall not access or use any apps developed or configured by The Online Tooling Company for any purpose other than that for which the app is made available. Client agrees not to make any unauthorized use of the apps, including but not limited to: retrieving data or content to create or compile a database or directory, circumventing, disabling, or interfering with security-related features, tricking, defrauding, or misleading The Online Tooling Company or other users, interfering with, disrupting, or creating an undue burden on the apps, using the apps to compete with The Online Tooling Company, reverse engineering any of the software comprising or making up a part of the apps, harassing or threatening employees, independent contractors, or agents providing services, uploading or transmitting viruses, Trojan horses, or other harmful materials, or using the apps in a manner inconsistent with any applicable laws, statutes, or regulations.

6. Client Feedback

Client acknowledges and agrees that any questions, comments, suggestions, or other feedback (each a “Submission”) shall be the sole property of The Online Tooling Company. The Online Tooling Company is under no obligation to keep a Submission confidential. The Online Tooling Company shall have the right to use any Submission for any lawful purpose without compensation to the Client, except as related to Projects described in Section 2.

7. Privacy Policy

By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia, or other regions of the world may result in the applicability of laws, statutes, or regulations differing from those of the United States which govern personal data collection, use, or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. The Online Tooling Company does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to The Online Tooling Company without parental consent, The Online Tooling Company shall delete that information as soon as reasonably practical.

9. Returns and Refunds

Refund requests are assessed on a case-by-case basis. Should Client request a refund during the first month of service, The Online Tooling Company may deny the refund at its sole discretion. If a refund is deemed appropriate, a 25% fee will be applied to the remaining billable period. In such cases, all work products developed during the refund period are owned by The Online Tooling Company and may not be used by the Client.

10. Modification

The Online Tooling Company reserves the right to change, alter, modify, amend, or remove any content on the Website for any reason at its sole discretion. The Online Tooling Company reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.