Terms of Use

Last Updated June 4, 2024

This is one of the websites of TOSD Corporation[1] (“TOSD,” “we,” “us” or “our”).  We and our businesses (including through offer payment processing and related services, and service accounts, for fitness facilities and health clubs (each, a “Club”) and for medical and health care service providers (each a “Provider”), as well as other recurring billing and payment processing services for other companies (each a “Biller”) (together referred to as “Clients”).  

It is important to you, and us, that you understand your legal rights and responsibilities if you are going to access or use one of our websites or the services that we offer to Clients.  For these reasons, we have created these Terms of Use (“Terms”), as well as our Privacy and Security Policy.  By accessing any of the websites owned or operated by TOSD which contain a link to these Terms of Use (collectively the “Sites”), by using any features of such Sites (including without limitation becoming a member of a Club, enrolling with a Provider’s or Biller’s on-line system, or otherwise utilizing billing and payment processing services offered by TOSD), submitting or changing your personal information, making a payment, or scheduling and paying for services at your Club, or from a Provider or a Biller), or by using any services provided by TOSD, you agree to be bound by these Terms of Use and by our Privacy and Security Policy (click here to see our Privacy and Security Policy).  All visitors to and users of any aspect of the Site or of our services are legally bound by these Terms of Use and by our Privacy and Security Policy. 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE OR OUR SERVICES, BECAUSE  THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, AND WILL BE BINDING UPON YOU IF YOU USE OR ACCESS A TOSD SITE OR USE SERVICES PROVIDED BY US.  IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS OF USE, YOU SHOULD IMMEDIATELY LEAVE THE SITE AND YOU MAY NOT ACCESS OR USE THIS SITE OR OUR SERVICES. 

Eligibility

The Sites and TOSD’s services are not to be accessed or used by anyone under the age of 18.  By using this Site or TOSD’s services, you represent and warrant that you are 18 years of age or older.  If you are under the age of 18 years, you must exit the Site immediately and not use TOSD’s services.

Changes to the Site
You agree and understand that the Sites, including any and all features available via the Sites, any User Content (as defined below), and any TOSD services, may be modified by us, in our sole discretion, at any time without prior notice. Unless expressly stated otherwise, any new features, new services, enhancements or modifications to the Sites implemented after your initial access to the Sites shall be subject to these Terms of Use. We do not actively monitor, and undertake no obligation to monitor or modify, any reviews, information, content, data, text, links to third party websites, User profile information, sounds, photographs, graphics, video, messages or other materials made available via the Site by any User (all such items provided by Users, collectively, “User Content”). Nonetheless, we reserve the right to investigate and take appropriate action, including legal action, in our sole discretion, against anyone who violates these Terms of Service, including without limitation, by removing any User Content posted in violation of these Terms of Service, terminating the registration of such violators, discontinuing or deactivating a User’s account, or blocking such violators’ use of the Site.  In such event, we will have no obligations whatsoever with respect to any User data or information which may be deleted or removed because of such termination, removal, or deactivation.

Registration
In order to access some features of the Sites, you may be required to register and to select a password and user name, which shall consist of an email address you provide and a screen name (“User ID”). If you register, you agree to provide us with accurate and complete registration information, and to inform us immediately of any updates or other changes to such information. For example, you may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, (ii) register for or use the email address of another person unless you have full and complete authorization from that person to do so; or (iii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. Your use and registration on this Site constitutes a warranty and representation that you are doing so in full compliance with the terms of this paragraph.  Failure to comply with the terms of this paragraph shall constitute a material breach of these Terms of Use, and may result in immediate termination of your account, as well as other potential actions. In addition, we reserve the right to refuse registration of, or cancel a User ID for any reason in our discretion.

Security
You shall be responsible for maintaining the confidentiality of your password, and you are fully responsible for all activities that occur under your User ID and password, whether or not you authorize such activities. Any User ID and password for your access to the Site shall be for your personal, non-commercial use only. You agree to (a) immediately notify us of any unauthorized use of your User ID or password of which you become aware, (b) protect your User ID and password from unauthorized access or use; and (c) ensure that you exit from your account at the end of each session.

Restrictions on Rights to Use

Without limiting the generality of any other provisions of these Terms of Use, you agree you shall not (and you agree not to allow any other individual or entity to):

  • download, modify, reproduce, copy, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way exploit for commercial or other purposes any portion of the Site or any services provided by TOSD, except and to the extent expressly permitted under these Terms of Use;
  • remove any copyright, trademark or other proprietary rights notice contained in or on the Site;
  • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site;
  • reformat or frame any portion of any Web pages that are part of the Site;
  • create user accounts by automated means or under false or fraudulent pretenses;
  • transmit or upload to the Site any item containing or embodying any virus, worm, defect, Trojan horse, malware, software bomb, or other feature or code which is may, or is designed to, damage or degrade in any manner the performance of the Site, any other Web site, or any computer or other device or system, or the enjoyment of the Site by any User; which may otherwise improperly access or copy any data or private information of any person (including any other User); or which may in any way provide unauthorized access to or use of the Site or of any systems owned, managed, or operated by TOSD;
  • use the Site to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes), including but not limited to those of TOSD, a Client, or another user;
  • submit to the Site any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity; or otherwise use the Site to transfer or store threatening, obscene or illegal material;
  • take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on the Site or the IT infrastructure used to operate and make the Site available;
  • use the Site, intentionally or unintentionally, to violate, to facilitate the violation of, or to assist any other person in violating, any applicable local, state, federal or international law or regulations.

We may change, suspend, or discontinue any aspect of the Site at any time without prior notice.

Trademarks and Copyrights
This Site, its contents, and the materials contained within this Site or in the services provided by TOSD, are protected by copyrights, trade secrets, and other proprietary rights.  In addition, some of the names, words, phrases, logos, images, photographs, appearances, and other elements of the Site and the services are protected as registered or unregistered trademarks, trade names, service marks, or trade dress of TOSD (“Trade Marks”).  As we respect the intellectual property rights of others, so we expect others to protect our rights.  

Thus, neither you nor any other person may copy, use, download, modify, reproduce, adapt, translate, reverse engineer, publicly display, sell, rent, license, assign, distribute, create derivative works from, or otherwise exploit any of the materials, written works, software, code, applications, applets, photographs, images, text, graphics, icons, audio clips, copyrights, trade secrets, proprietary information, or Trade Marks of the Site, of any services provided by TOSD, or of anything which you access or are given access to through the Site, or through your use of any services provided by TOSD.  You may not copy, use, modify, or display any names, logos, service marks, trademarks, trade dress, screen shots, or anything else that may be a source identifier, in whole or in part, in modified form or otherwise, without the prior express written permission of the trademark owner. None of the Trade Marks may be used in connection with any other product or service, in any manner that is likely to cause confusion among consumers, or to disparage or discredit the owner of such mark or its affiliates. Any trademarks of third parties that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us, and their use on the Site is not intended to reflect any ownership by TOSD of such third party trademarks. 

If you believe any aspect of the Site infringes your copyrights, trademarks, or other intellectual property or proprietary rights, you should send written notice of such alleged infringement to our designated agent at the address given below. If you believe that we have violated your copyright, your notice must meet the requirements of the Digital Millennium Copyright Act (as required under 17 U.S.C. §512) by providing the following information:

  1. A description of the copyrighted work that you claim has been infringed;
  2. A description of where the material that you claim is infringing is located on the Site;
  3. Your address, telephone number and email address;
  4. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
  5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner’s behalf; and
  6. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue.

Our designated agent for notice of claims of infringement on the Site may be reached at the following address:
Agent:  TOSD Corporation  Attn:  GM, 1463 Berlin Turnpike, Berlin, CT  06037
Or by email:     webadmin@tosd.com 

Privacy
Use of the Site or any software provided by TOSD is governed by our Privacy and Security Policy, which you can access here.  Your use of this Site or of any services provided by TOSD constitutes agreement with and consent to such Policy.

Ownership
As between you and us, the Site and any software or services accessed by you (including all photographs, images, text, graphics, icons, audio clips, software and other aspects thereof, all improvements or modifications thereof, all derivative works based thereon, and the collection, arrangement, and assembly of the Site, including all copyrights, trademarks, and other intellectual property or proprietary rights in the foregoing) are owned by us or our licensors. Any trademarks, service marks, and other marks and indicators of source or origin that are displayed on the Site are the proprietary property of TOSD Corporation or our respective licensors, as applicable. Nothing contained in these Terms of Use shall be deemed to grant to you or any other User any rights, title or interest in or to any copyright, trademark, or other proprietary right of ours or any of our licensors.

Nothing in these Terms of Use shall be deemed to grant to you or any other User any license or right in or to any patent, copyright, trademark, trade secret or other proprietary right of ours, nor to any images, designs, logos, look-and-feel, or any other contents or elements of the Site.

Potential Disruption of Service.
Access to the Site or our services may from time to time be unavailable, delayed, limited or slowed due to, among other things:

  • hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
  • software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
  • overload of system capacities;
  • damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
  • interruption (whether partial or total) of power supplies or other utility of service;
  • strike or other stoppage (whether partial or total) of labor;
  • governmental or regulatory restrictions, exchange ruling, court or tribunal orders or other human intervention; or
  • any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of TOSD.

You understand that disruptions, for these and other reasons, may occur, and that we do not covenant or warrant that such disruptions will not occur, nor will we be responsible for any consequences or harm to you or any other person in the event of such disruptions. 

Disclaimer

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THE SITE, AND OF ANY SERVICES PROVIDED TO YOU, WHETHER THROUGH THE SITE, A CLIENT, OR OTHERWISE, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE AND OUR THIRD PARTY SERVICE PROVIDERS MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND/OR USE OF THE SITE,  AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

IN ADDITION, WE AND OUR THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THE SITE, AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SITE. FURTHER, NEITHER WE NOR OUR THIRD PARTY SERVICE PROVIDERS MAKE ANY REPRESENTATIONS AND WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. NEITHER WE NOR OUR THIRD PARTY SERVICE PROVIDERS FURTHER WARRANT THAT YOUR USE OF OR ACCESS TO THE SITE OR ANY SERVICES PROVIDED BY US WILL NOT RESULT IN ANY LOSS OR COMPROMISE OF YOUR DATA OR INFORMATION OF ANY KIND.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

TO THE EXTENT THAT THE SITE, ITS CONTENTS, OR ANY WEBSITES OR INFORMATION ACCESSED THROUGH THE SITE USES OR PROVIDES INFORMATION, IMAGES, DATA, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS WHICH ORIGINATED FROM OR WERE CREATED BY A THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLIENT), TOSD HAS NO RESPONSIBILITY FOR ANY SUCH CONTENT, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SUCH CONTENT.

Some states or other jurisdictions do not allow the disclaimer or exclusion of implied warranties, so the above exclusions or disclaimers may not apply to you.  You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

TOSD reserves the right to refuse to provide Services, as defined in the Privacy and Security Policy, to you if providing the Services in your State is restricted or prohibited.

Risk of Use.

You understand and agree, by your access to and use of the Site, that if you download and/or otherwise obtain material or data through the use of this Site or by using our services, or if you are directed to a third-party site by virtue of a link on this Site or within anything downloaded from this Site, you do so at your own discretion and risk.  You further understand that you will be solely responsible for any damage or injury to your computer system (including but not limited to any networks, hardware or software), or the loss of data which may result from the download of such material or data, or from using a link on this Site or within anything downloaded from this Site. You further understand that we have no obligation to scan or otherwise protect you or any other User from any risk of viruses, Trojan horses, worms, time bombs, cancelbots, corrupt files, or any other similar programs, malware, software or code which may have the effect of damaging, impairing, or limiting access to the computer, software, network or systems of you or any other person, or which may cause an unauthorized access to or dissemination of your data or information.

Limitation on Liability

IN NO EVENT SHALL TOSD OR ITS RESPECTIVE AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE OR IMPROPER USE OF THE  SITE,  SERVICES, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SITE, OR THE DISCLOSURE OR MISUSE OF ANY USER’S PERSONAL INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

IN ANY EVENT, TOSD’S MAXIMUM LIABILITY IN RESPECT OF THE  SITE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO THE SERVICES AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SITE, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN, AND BY YOUR USE OF THE SITE AND ANYTHING CONTAINED WITHIN OR DOWNLOADED FROM THE SITE, YOU AGREE TO THIS LIMITATION AND TO ITS REASONABLENESS.

Indemnity

You agree to indemnify and hold TOSD. and its respective affiliates, third party service providers, licensors, directors, officers, members, managers, employees, agents, and representatives, harmless from and against any losses, costs, expenses or damages of any nature whatsoever (including attorneys fees and court costs) arising from any claim, cause of action, suit or demand of any third party due to, arising out of or related to (i) your access to the Site or any files downloaded from the Site, (ii) your use of the Site or any files downloaded from the Site, (iii) your violation of these Terms of Use, (iv) any use of your User ID or password by you or any third party, or (v) the infringement or other violation by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

Third Party Advertisements and Links to and from Third Party Sites

We may display on the Site advertisements from third parties, such as banner advertisements and pop-up texts, and links to and from third party sites, including your Club, Provider, or Biller. We are not responsible for the content of such advertisements or links, any products, services or other materials relating to such advertisements, any linked site, or any link contained in a linked site. The display of any advertisement or link does not imply endorsement by us of the advertisement or linked site or any content therein. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SITE, ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.  You are strongly encouraged to review the Privacy Policies and other Legal Agreements of each and every website you visit.  We have no control over third party websites, and make no representation or warranty whatsoever about any other website or the contents thereof.

Changes to Terms of Use

We reserve the right to make changes at any time to these Terms of Use, without notice to you or any other user.  Any modifications to the Terms of Use will be effective upon posting. You agree to review the Terms of Use periodically so that you are aware of any modifications. Your continued use of the Site or anything downloaded from the Site after any modifications indicates your acceptance of the modified Terms of Use.

Disputes and Applicable Law

Any dispute arising out of or relating to the Site, the use of or inability to use the Site, a consequence of using the Site, any files or software downloaded from the Site, or any services provided to you by TOSD, will be exclusive submitted to confidential and binding arbitration in Hartford, Connecticut, except that, to the extent that a claim arises, in whole or in part, from your actual or threatened violation of our intellectual property rights (including to trademarks, service marks, patents, copyrights, trade secrets, confidential information, or other proprietary rights), we may seek emergency, temporary, preliminary, and/or permanent injunctive or other appropriate relief in any state or Federal court in the State of Connecticut, and you consent to exclusive jurisdiction and venue in such courts, and that they are a convenient forum. Arbitration under these Terms of Use shall be conducted under the Commercial Rules then prevailing of the American Arbitration Association, except that the arbitration shall be conducted by a single arbitrator, and shall be completed within 180 days after the submission of a demand for arbitration. The arbitrator’s award shall be a reasoned award, shall adhere to applicable law binding upon and applicable to the subject matter of the dispute (including the choice of law provision set forth below), shall be a final and binding award, and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.

By visiting the Site, you agree that all applicable laws of the State of Connecticut shall govern and control any dispute the dispute, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort as described in the above paragraph.

Miscellaneous

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and you do not have any authority of any kind to bind TOSD, or any of its officers, agents, employees, or servants, in any respect whatsoever. We may provide you with notices, including those regarding changes to these Terms of Use, by email, or postings on the Site, and all such notices shall be effective upon posting or emailing, as applicable. We reserve the right to modify the Terms of use at any time without prior notice to you.  Therefore, we recommend that you read these Terms of Use carefully each time you use this Site.

These Terms of Use, which shall be deemed accepted by you upon your use of the Site, constitute the entire agreement among you and TOSD Corporation regarding use of the Site. TOSD Corporation’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of the enforcement of such right or provision. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable.

These Terms of Use are not assignable, transferable or sub licensable by you, except with our prior written consent. The headings in these Terms of Use are for convenience only and have no legal or contractual effect.

These Terms of Use include and incorporate the Privacy and Security Policy for the Site as each may be changed from time to time by the posting of notices, and the phrase “Terms of Use” means and includes the Privacy and Security Policy.

Contact and Violations

Please contact us with any questions regarding these Terms of Use. Please report any violations of the Terms of Service to webadmin@tosd.com.

 


[1] In addition to TOSD Corporation, we also do business as Twin Oaks, Twin Oaks Software, Finagy, and Requr, and these Terms and the Privacy Policy linked hereto apply to all names under which we do business, including those listed in this footnote.