This website is operated by Toi Labs. Throughout the site, the terms “we”, “us” and “our” refer to Toi Labs. Toi Labs offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.

SECTION 1 - TERMS FOR ACCESS AND USE

Toi Labs grants you a limited license to access the website subject to the Terms of Service. If you choose to purchase and use our Product and further subscribe to and use our Services, Toi Labs further grants you a license to access and use our Product and Services, subject to and conditioned upon your compliance with these Terms of Service and other requirements communicated to you by Toi Labs, including your payment of any applicable fees. You acknowledge and agree that Teoi Labs may modify, update, and otherwise change the Terms of Service at any time and at its sole discretion.

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

You shall not use our Product or Services for any purposes beyond the scope of the access granted in these Terms of Service. You shall not at any time, directly or indirectly, and shall not permit any third-party to: (i) copy, modify, or create derivative works of our Product or Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Product or Services, in whole or in part; or (iii) use the Product or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person (including but not limited to web scraping), or that otherwise violates any law, regulation, or other legal requirement.

Purchases are intended for you as the end user only and are not authorized for resale, with the express authorization from Toi Labs. We reserve the right to refuse or cancel your order if we suspect you are purchasing our Product or Services for resale.

Except for the limited license to access the website, you acknowledge that nothing contained in these Terms of Service shall be construed as granting or conferring, by implication, estoppel, or otherwise, any right, title, or interest to any intellectual property, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations, or applications in the United States or in any foreign country; (iii) trademarks, trademark registrations, service marks, logos, or applications therefor in the United States or in any foreign country; (iv) trade secrets; or (v) any other tangible or intangible properitary rights anywhere in the world.

You acknowledge and agree that at times, our Product or Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Toi Labs may undertake from time to time without notice to you; or (iii) causes which are beyond the control of Toi Labs or which are not reasonably foreseeable.

Notwithstanding anything to the contrary in these Terms of Service, Toi Labs may suspend access to its Services provided to you and any other third-party for security purposes, to prevent illegal or fraudulent activity, to comply with requests of any legal agency or government entity, or if you violate the Terms of Service or the Privacy Policy.

Toi Labs may from time to time and in its sole discretion engage other service providers to assist in the delivery of its Product and Services, such as web hosting providers, payment processors, and other third parties. You shall abide by the terms of use and other requirements associated with the services provided by such third parties in connection with our Product and Services.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - CUSTOMER RESPONSIBILITIES

You acknowledge that you are solely responsible and liable for your use of our Product and Services, directly or indirectly, including understanding whether such access or use is permitted by or in violation of these Terms of Service. You are further solely responsible for compliance with all applicable laws relating to your use of our Product and Services. You shall further use our Product and Services solely for lawful purposes, and shall conduct all business through our Product and Services in accordance with all applicable laws and regulations.

You alone are responsible for ensuring and maintaining that you are able to access and use our Product and Services, including by securing your own compatible hardware, software, internet access, security software, backup devices or related services, and any other requirements. Toi Labs shall have no responsibility to provide any additional software or hardware. You further agree that Toi Labs shall have no responsibility for any data loss or other damage or loss suffered in connection with your use of our Product or Services, including any failure to provide adequate security or backup devices or services.

You are responsible for ensuring that Toi Labs has accurate and current information for your Customer account, including current contact and payment information. You are further responsible for regularly reviewing the associated Customer email account for any communications from Toi Labs.

If you re provided with a username, password, credentials file, or any other piece of information as part of any security procedure (”Credentials”), you must treat such information as confidential and must not disclose Credentials to any other person or entity. You acknowledge that your account and Credentials are personal to you, and further agree not to provide any other person with access to our Product or Services, or portions of our Services, using your username, password, or other security information. You shall notify Toi Labs immediately of any unauthorized access to or use of your Credentials or any other breach of security. Toi Labs has the right to disable any username, password, credentials file, or other identifier at any time, whether chosen by you or provided by Toi Labs.

SECTION 3 - GENERAL CONDITIONS

We reserve the right to refuse Service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 4 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 5 - PAYMENT AND FEES

Paid Services include our Services, which may be one-time purchases or automatically renewing subscription services (”Subscriptions”). We may make changes to, suspend, or discontinue Paid Services at any time for any reason, and Toi Labs reserves the sole discretion to determine which Services or portions thereof require payment.

Paid Services may include pre-ordered Products that will be produced for you in the future (”Pre-Order”). You will be charged a Pre-Order fee when placing your Pre-Order. The actual date for shipping any accepted Pre-Order will depend upon a variety of factors, including but not limited to, the date of payment of your Pre-Order fee and the manufacturing schedule of Toi Labs and its third-party partners. There is no shipping date guarantee for Pre-Orders.

You agree to pay all applicable fees for Paid Services, including, without exclusion, any monthly subscriptions fees, user fees, and offering fees and any other fees, charges, or costs that you agree to purchase as part of the Paid Services during the checkout process (”Fees”). You agree to pay all Fees and all applicable taxes incurred prior to termination or cancellation of these Terms of Service.

You authorize Toi Labs to charge your designated payment method for Paid Services. By providing an acceptable payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us or our third-party payment processor to charge your payment method for the total amount of your purchase, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Paid Service may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you provide in order to proceed with your use of our Product or Services. If you accept a promotional offer or make changes to your Paid Services, the Fees, taxes, and amounts billed may vary. Billing amounts may also vary due to changes in applicable taxes or currency exchange rates. You authorize us or our third-party payment processor to charge your payment method for the corresponding amount. Refunds will not be issued unless required by law. Individual discounts may not be combined or stacked with any other discount. This payment obligation shall survive termination or cancellation of these Terms of Service for any reason whatsoever.

If you choose to finance a purchase through our third-party payment processor and one or more items in your order has an extended ship date, your loan payment(s), including interest, may be due before we ship all of the items. Please not that you may not receive a rebate of any interest that may have already accrued on an account that is later refunded.

SECTION 6 - SUBSCRIPTIONS

Certain Paid Services are subscription-based purchases, to which the following terms apply:

Your Subscription term may vary as a continuous, monthly, or annual term (“Subscription Term(s)”), as described in the course of purchasing the Paid Services. Your Subscription will auto-renew for additional Subscription Terms until your Subscription is cancelled by you, or suspended or terminated by Toi Labs. Unless otherwise indicated by us, your designated payment method will be charged prior to, or at the beginning of, each Subscription Term for the Subscription fee plus any applicable taxes and other charges. Before charging you for a Subscription Term, we will notify you of the applicable fees, and the renewal will occur at the price then in effect for the Paid Service.

You may cancel your Subscription at any time. Your cancellation will take effect at the end of the current Subscription Term. To cancel your subscription and automatic payment, contact our team. Cancellation does not entitle you to the refund of any previously paid Fees and you will not receive a prorated refund for the remainder of the Subscription Term. In the event you cancel your Subscription, note that we may still send you promotional communications, unless you opt out of receiving those communications by following the unsubscribe instructions provided in the communications.

When you cancel a Subscription, you cancel only future charges for your Subscription. You will not receive a refund for the current Subscription Term you paid for, but you will continue to have full access to that Subscription until the end of that current Subscription Term. At any time for any reason, we may provide a refund, discount, or other consideration (“credits”) to some or all of our users. The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future.

If you reside outside the United States and change your mind about your purchase, you may be entitled to receive a full refund within fourteen (14) days (the “Cooling-Off Period”), provided that you have not logged in or otherwise redeemed or started to use the Services as a subscriber during the Cooling-Off Period.

From time to time, we may offer free trials of certain Subscriptions for specified periods of time without payment. Prior to starting your free trial we will notify you of the applicable Subscription fees that will be charged at the expiration of your free trial. Unless you cancel your Subscription prior to the end of your free trial by taking the steps outlined above, when your free trial ends, we or our third-party payment processor will bill your designated payment method on a recurring basis for your Subscription fee, plus any applicable taxes and other charges, for as long as your Subscription continues. You must cancel your Subscription before the end of your free trial period to avoid any charges. Instructions for canceling your Subscription are described above.

Your payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for payment of Fees, which are described in more detail during checkout. All Fees are calculated and billed to you on a monthly or annual basis depending upon your choice, and are due immediately upon receipt and are subject to change. You acknowledge that Fees have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Fees shall be charged or debited from the saved, designated payment method you provide one day prior to the monthly or yearly anniversary of the initial purchase date.

In the event that you have not logged in or otherwise used the Services for six (6) months or longer following purchase or receipt of a Product during a free trial, we reserve the right to terminate your subscription, cancel any pending purchase(s), and refund you the purchase price of the Product only. You will not be entitled to a refund for the value of the Subscription during the free trial.

Toi Labs reserves the right to adjust the Fees for our Paid Services, or any features or parts of our Paid Services, at any time. You acknowledge that Toi Labs may change the Fees for Paid Services at any time. In the event of such a change, Toi Labs will provide notice to you via the email address associated with your account at least thirty (30) days in advance of the effective date of the change. Your continued use of the Services indicates your acceptance of any changes to the Fees. You are solely responsible for all applicable taxes, and will be charged for taxes when required by law.

SECTION 7 - DATA AND COMMUNICATIONS

Toi Labs may collect and process information regarding your usage of our Product and Services. You consent to Toi Labs’ collection and use of such information, as well as the sharing of such information with third-party service providers for purposes of providing, marketing, and improving the Services, and any other reason described in the Privacy Policy. All personal information collected by Toi Labs is treated in accordance with our Privacy Policy.

**By agreeing to the terms and conditions in this Agreement and providing your contact information to Toi Labs, you give your express consent to allow Toi Labs, its affiliates, and agents to contact you from time to time at any mailing address, phone number, or email address you provide to Toi Labs.**Your consent means you agree to be contacted by Toi Labs and its service providers via phone, email, text message, or other means for any purpose, including but not limited to notifications related to the Services and your account, subscriptions, purchases, available upgrades, billing and payment processing issues, and telemarketing communications. Such authorized communications may include use of automated dialing technology or the use of pre-recorded messages. You are responsible for any charges that may be billed to you by your service provider(s) when we contact you. You further acknowledge that your consent to the foregoing is not a condition of using the Toi Labs Services, and if you do not wish to consent, you may contact us and request to be placed on a do not contact list, or you may opt out any time using the opt-out mechanism provided in any such communications.

Toi Labs disclaims all liability under these Terms of Use for any information you provide to Toi Labs that may constitute electronic patient health records or similar information supplied by you or an end user, notwithstanding anything to the contrary in these Terms of Use or as otherwise required by any applicable federal, state, or international laws, rules, or regulations.

SECTION 8 - INTELLECTUAL PROPERTY RIGHTS

Toi Labs and TrueLoo are trademarks of Toi Labs. Our Content, Products, features and Services, and our underlying technology, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. All rights reserved. You are not granted, by implication or otherwise, any license or right to use any marks appearing on, or used or displayed in connection with, the Services (“Trademarks”). The Services may also contain or refer to third-party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Services without Toi Labs’ express written permission.

All content provided in association with the Services and these Terms of Service, including, but not limited to, our website, Product, software, Services, all text, graphics, user interfaces, visual interfaces, photographs, images/video, electronic art, sounds/audio, data, communications programs, executable code, computer code, and data (collectively, “Content”) formatted, organized, and collected in a variety of forms, including design, structure, selection, coordination, expression, “look and feel,” arrangement, layouts, pages, screens, and databases of such Content, contained in the Content, Services, and underlying technology, and any and all other copyright-protected work associated with the Services (“Copyrighted Works”), are exclusively owned, controlled, or licensed by or to Toi Labs and are protected by U.S. and international copyright laws. You agree you will not directly or indirectly copy, reproduce, modify, create derivative works from, distribute, or publicly display the Copyrighted Works without the prior express written permission of Toi Labs.

If you provide any communications or materials to Toi Labs by mail, email, telephone, or otherwise, suggesting or recommending changes to Product or Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Toi Labs is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Toi Labs is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Toi Labs is not required to use any Feedback.

Toi Labs respects the intellectual property rights of others and it is our policy to expeditiously process and review notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to our Designated Agent at info@toilabs.com, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit Toi Labs’ administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number, and email address; (v) 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 owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.

SECTION 9 - PRODUCTS OR SERVICES OFFERED OVER THE SHOPIFY STORE

Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: https://trueloo.com/policies/refund-policy

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.

We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 10 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more details, please review our Refund Policy: https://trueloo.com/policies/refund-policy

SECTION 11 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.

SECTION 12 - THIRD-PARTY LINKS

Certain content, products and Services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 13 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS OVER THE SHOPIFY STORE

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 14 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy, which can be viewed here: https://trueloo.com/policies/privacy-policy

SECTION 15 - ERRORS, INACCURACIES AND OMISSIONS ON THE SHOPIFY STORE

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 16 - PROHIBITED USES ON THE SHOPIFY STORE

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 17 - DISCLAIMER OF WARRANTIES

OUR PRODUCT AND SERVICES ARE PROVIDED TO YOU “AS IS WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND TOI LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. TOI LABS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THE AVAILABILITY OF CONTENT, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHER MOBILE APPS OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TOI LABS OR A TOI LABS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.

NOTWITHSTANDING THE FOREGOING, TOI LABS WARRANTS TO THE ORIGINAL END USER PURCHASER THAT THE PRODUCT IS FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR ONE (1) YEAR FROM THE DATE OF PURCHASE. If your local law in effect at the time of purchase requires a warranty period longer than one (1) year, this warranty shall be extended to the extent required by such law. Within the warranty period, Toi Labs shall repair or replace at no charge to you any components of the Product that fail the limited warranty provided. You shall be responsible for any related transportation charges. Replacement products may be new or refurbished at our discretion. This limited warranty does not apply to (i) normal wear and tear, including scratches and dents; (ii) consumable parts included in the Product, such as batteries, unless product damage has occurred due to a defect in materials or workmanship; (iii) damage resulting from your failure to use the Product in accordance with the instructions accompanying the Product or available at the website; (iv) damage resulting from an accident, flood, fire, misuse, or abuse; (v) damage resulting from service performed, or damage resulting from tampering with or alterations to the Product, by anyone not authorized by Toi Labs; or (vi) use of the Product with any application or software.

Toi Labs retains the exclusive right to repair or replace the Product, or offer a full refund, at its sole discretion. Such remedy shall be your sole and exclusive remedy for any breach of this limited warranty. Warranty repairs and replacements have a new warranty which is the longer of ninety (90) days or the balance of the original one (1) year warranty.

SECTION 18 - LIMITATION OF LIABILITY

IN NO EVENT WILL TOI LABS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT ASSOCIATED WITH THE SERVICES, OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT OURA HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, IN NO EVENT SHALL OURA BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF $100.

SECTION 19 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES ON THE SHOPIFY STORE

We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Toi Labs, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 20 - PRECAUTIONS

THE SERVICES ARE NOT A MEDICAL DEVICE AND YOU EXPRESSLY AGREE THAT THE SERVICES DO NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BY TOI LABS. THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND CANNOT REPLACE THE SERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS.

THE SERVICES, INCLUDING ALL INFORMATION, TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO, AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR THIRD PARTIES, IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL, OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL.

SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER MEDICAL PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY INFORMATION PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY INFORMATION PROVIDED IN THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF SERVICES, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, EMAIL, OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT, OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND TOI LABS.

You should always consult a physician before making any changes to your dietary or fluid intake or other activity based on information provided through the Services, or if you have any questions regarding a medical condition. Toi Labs is not responsible for any health problems that may result from information you learn about through the Services. If you make any change to your sleep or activity based on the Services, you agree that you do so fully at your own risk. It is important to be sensitive to your body's responses. For example, if you feel unexpected, repeating, or long-term pain, or fatigue or discomfort due to having made changes to your sleep or activity, it is recommended that you consult a physician before continuing with such changes. The information in the Services may be misleading if your physiological functions and responses differ significantly from population averages due to medical conditions or rare natural differences.

The Services may provide links to other websites maintained by third parties. You acknowledge and agree that such links are provided for your convenience only and do not reflect any endorsement, affiliation, relationship, or sponsorship by Toi Labs with respect to the provider of such linked site or the quality, reliability, or any other characteristic or feature of such linked site. You further acknowledge and agree that Toi Labs is not responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. In addition, you should be aware that your use of any third party site is subject to the terms and conditions applicable to that site, including the privacy policies (or lack thereof) of such site. If a third party links to the Services, it is not necessarily an indication of endorsement, affiliation, relationship, or sponsorship by or with Toi Labs. Toi Labs may not even be aware that a third party has linked to the Services.

Any other content not owned by Toi Labs is owned by its respective owner. You acknowledge and agree that such content is provided by its owner and does not reflect any endorsement, affiliation, relationship, or sponsorship by Toi Labs with respect to the provider of such content. You further acknowledge and agree that Toi Labs is not liable or responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any content provided by third parties including, without limitation, your reliance thereon. TOI LABS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY CONTENT.

You agree to indemnify, hold harmless, and defend Toi Labs, its subsidiaries, affiliates, officers, directors, employees, representatives, agents, partners, licensors, successors, and assigns, from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorneys' fees, asserted by any person, arising out of or relating to (i) your use of the Services, including but not limited to anyone using your account or Credentials; (ii) breach of this Agreement by you or anyone using your account or Credentials; (iii) any information used, stored, or transmitted in connection with your account or Credentials; (iv) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights by you or anyone using your account or Credentials; or (v) violation of any law, regulation, or other legal requirement.

SECTION 21 - NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice:

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

SECTION 22 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Toi Labs and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 23 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 24 - TERMINATION AND CANCELLATION

accordingly may deny you access to our Services (or any part thereof).

This Agreement shall continue in full force until terminated or cancelled pursuant to this Agreement.

Toi Labs shall have the right to terminate this Agreement (i) for any reason whatsoever by providing thirty (30) days' notice to you; (ii) immediately for your material breach of this Agreement, other than non-payment of Fees; or (iii) for non-payment of Fees. Notwithstanding the foregoing, Toi Labs reserves the right, in its sole discretion and without notice, at any time and for any reason, to remove, modify, suspend, or disable access to all or any portion of the Services.

You may terminate the Agreement for any reason whatsoever by providing thirty (30) days' notice to Toi Labs by contacting our team. You shall be responsible for all Fees incurred prior to and during the notice period.

Sections titled Precautions, Intellectual Property Rights, Data and Communications, Indemnification, Warranty Disclaimer, Limitation of Liability, Governing Law, Forum; Mandatory Binding Arbitration; Class Action Waiver, and payment obligations for Fees incurred prior to and during any notice period shall survive termination of this Agreement for any reason whatsoever.

SECTION 25 - FEDERAL GOVERNMENT END USE RESTRICTIONS

If you are a U.S. federal government department or agency or are contracting on behalf of such department or agency, Services are “Commercial Items” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Service is licensed to you with only those rights as provided under the terms and conditions of this Agreement. If you are a U.S. federal government ordering activity, or employee of such ordering activity purchasing through a GSA Schedule contract in your capacity as an agent for such ordering activity, the terms of this published Agreement and the Privacy Policy may differ.

SECTION 26 - EXPORT COMPLIANCE AND USE RESTRICTIONS

You will not directly or indirectly export or re-export the Services, or any technical information related thereto, to any destination or person prohibited or restricted by applicable law, including, without limitation, all applicable U.S. export control laws and regulations.

SECTION 27 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 28 - GOVERNING LAW; FORUM; MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER

Any action related to these Terms of Service, our Product or Services, and your relationship with Toi Labs shall be governed by, construed, and interpreted in accordance with the laws of the State of California without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. You agree to resolve any disputes or claims arising out of or related to this Agreement or the Services through final and binding arbitration by a single arbitrator. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provision” section, including its enforceability, revocability, or validity. Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or violation of any intellectual property. Subject to the Mandatory Arbitration Provision, the parties irrevocably consent to bring any action to resolve or enforce claims arising under or relating to this Agreement in the federal or state courts in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. This provision shall not apply to consumers in countries that require agreements to be governed by the local laws of the consumer's country. The English language shall govern all documents, notices, and interpretations of these Agreement. You also agree to waive any right to assert any claims against Toi Labs as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy.

SECTION 29 - MISCELLANEOUS

You acknowledge that Toi Labs has the right to monitor use of the Services to ensure compliance with the Terms of Service.

No waiver of any term, provision, or condition of these Terms of Service, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision, or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision, or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

You may not assign these Terms of Service to any other party and any attempt to do so is void.

If any provision of these Terms of Service is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible, and the other provisions will remain fully effective and enforceable.

In case of any conflict between these Terms of Service and the terms of the Privacy Policy, these Terms of Service shall prevail.

SECTION 30 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

Toi Labs reserves the right to update this Terms of Service and/or the Privacy Policy at any time and for any reason in its sole discretion by posting updated terms. Unless otherwise indicated by Toi Labs, any changes will become effective on a prospective basis from the date of posting. Toi Labs will notify you of any material changes to the Terms of Service or the Services. By continuing to access or use our Product or Services after we have provided you with notice of a modification, you are agreeing to be bound by the modified Terms of Service. If the modified Terms of Service is not acceptable to you, your only recourse is to cease using the Services. Toi Labs and its third-party service providers may make improvements and/or changes in the Services, features, and prices described at any time and for any reason in its sole discretion. Our software may download and install upgrades, updates, and additional features in order to improve, enhance, and further develop the Services. Toi Labs reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any portion thereof with or without notice. You agree that Toi Labs shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

SECTION 31 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at legal@toilabs.com.

Our contact information is posted below:

Toi Labs, Inc.

legal@toilabs.com

1960 Folsom Street, San Francisco, CA 94103

415-952-3470