Privacy Policy

TOGAL.AI END USER SERVICE AGREEMENT
Last Updated February 20, 2025

1. Introduction

This End User Service Agreement (“EUSA” or “Agreement”) is a legal contract between you (“Customer”) and Togal.AI, Inc. (“Togal.AI”), governing your subscription to and use of our services. By activating or using our services, you agree to these terms. If you do not agree, do not use the service.

If you are accepting this Agreement on behalf of a business, you confirm that you have the authority to do so.

BACKGROUND. Togal.AI has developed certain construction Software (defined below), to which it provides access as part of its Services (defined below). Customer wishes to enter into this Agreement for a subscription to the Services identified on an Order Form. Togal.AI desires to make those Services available to Customer subject to the terms of this Agreement.

TOGAL.AI WILL PROVIDE YOU ACCESS TO THE SERVICE ON A SUBSCRIPTION BASIS ONLY UPON CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”). IF YOU ACTIVATE OR OTHERWISE USE THE SERVICE, YOU AGREE TO BE BOUND BY ALL THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACTIVATE OR USE THE SERVICE.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT FOR A BUSINESS ENTITY AFFIRMS THAT THEY ARE AUTHORIZED BY THE BUSINESS ENTITY TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON ITS BEHALF.

2. Definitions

  • Aggregated Data: Data that has been anonymized and combined with other customer data to generate insights, trends, and analytics.
  • Authorized User: Persons acting as an agent of the Customer and granted access to the Service by the Customer.

·   Customer Content: means any content, including construction data, uploaded to the Service, or provided by the Customer or an Authorized User to the Service in connection with the Services.

  • Customer Data: Personally identifiable information provided by the Customer.
  • Order Form: A document specifying subscription details, including price and duration.
  • Output: Any data or information, in any format generated by the Service.
  • Platform: all hardware and software and documentation supporting the Software.
  • Software: means Togal.AI’s software programs and any associated user interfaces and related technology that Togal.AI uses to provide the Services, and that Togal.AI makes available pursuant to this Agreement, including any Enhancements and Maintenance Modifications thereto.
  • Service: Access to Togal.AI proprietary software and related services provided by Togal.AI.
  • Subscription Fee: The amount paid by the Customer for access to the Service.  Subscriptions and associated Subscription Fees will automatically renew upon expiration of a current term unless Togal.AI is notified in writing with at least thirty (30) days notice prior to a relevant expiration date.
  • “User Credentials” means unique User ID and Login Password for access to Services provided by Togal.AI.

3. Service Access and Use

  • Togal.AI grants the Customer and its Authorized Users a limited, non-exclusive right to use the Service in accordance with this EUSA Agreement.
  • Customer shall be responsible for all activities that occur under Customer’s account and for all actions of Customer or its Authorized Users. Customer is responsible for ensuring compliance with all system requirements for accessing the Service.
  • Customer will notify Togal.AI of any unauthorized use of Customer passwords or account, or any other breach of security that is known or suspected by Customer
  • Customer and Authorized Users agree to not directly or indirectly:
    • Share login credentials.
    • Copy, reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to all or any portion of the Service including any related or underlying tool, module, software, documentation or data.
    • Modify, translate, or create derivative works of, from or otherwise based on the Services (including, without limitation, the Platform)  in whole or in part.
    • Access and/or use the Services or any Software for timesharing or reselling purposes or otherwise for the benefit of a third party (other than expressly authorized by us).
    • Upload to or otherwise use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights, or use the Service for any unlawful purpose.
    • Interfere with the operation of the Service or include any irrelevant, unnecessary, fraudulent, or deceptive terms or instructions into the Service in an attempt to “break”, “steer”, or otherwise attempt to solicit results from the Service that would violate this Agreement or any applicable Laws

4. Payment Terms

  • Subscription Fees are due upon activation of the Service.
  • Payments are non-refundable, except in cases of a material breach by Togal.AI.
  • The Customer is responsible for any applicable taxes.

5. Data Privacy & Security

  • Togal.AI processes Customer Data for the provision of Services and improvement of Togal.AI products and services.
  • The Customer remains the data owner, while Togal.AI acts as the data processor.
  • Togal.AI may use Aggregated Data for analytics, research, and service improvements, provided that such data does not identify the Customer or any individual.
  • The Customer must ensure compliance with all applicable privacy laws.

6. Customer Content. 

·   Togal.AI will process Customer Content in order to provide and enhance the Services and Software.

·   The Customer is at all times the data controller and Togal.AI is a data processor.

·   Customer represents and warrants that it has all necessary rights in the Customer Content to grant Togal.AI the right to use, and Customer hereby grants Togal.AI a non-exclusive, worldwide, royalty-free, transferable, and fully paid license to use, modify, and distribute the Customer Content as used byTogal.AI to provide and enhance the Services. All rights in and to the Customer Content not expressly granted to Togal.AI in this Agreement are reserved by Customer.

·   Customer represents and warrants that any Customer Content hosted by Togal.AI as part of the Services will not (a) infringe or violate the rights of any third party; or (b) be deceptive, defamatory, obscene, or unlawful.

·   Customer has the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer instructs Togal.AI to delete, move, or edit any Customer Content that Togal.AI determines violates or might this EUSA, or any applicable law or regulation, or is otherwise unacceptable. Customer acknowledges and agrees that the Customer Content may be shared with third parties as necessary to provide and enhance the Services.

7.          Customer Data. Togal.AI will process Customer Data as needed to provide the Service.

·   Customer represents and warrants that Customer is entitled to transfer relevant Customer Data to Togal.AI so that Togal.AI may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.

·   Customer warrants that relevant third parties, including data subjects, have been informed of, and have given their consent to such use, processing, and transfer, as required by all applicable data protection legislation.

·   Customer acknowledges and agrees that the Customer Data may be shared with third parties as necessary to provide and enhance the Services. Togal.AI will not be liable for any claim brought by an Authorized User arising from any action or omission by Togal.AI, to the extent that such action or omission resulted from Customer's instructions.

8.          Aggregate Data and Customer Content Usage.  Customer grants Togal.AI a non-exclusive, perpetual, worldwide, royalty-free license to use and copy the Aggregate and Customer content for the purpose of providing the Service. Customer acknowledges that Togal.AI shall be the owner all Aggregated Content and may use the Aggregated Content for any business purposes, including product development and improvement purposes.

Customer further agrees that Togal.AI may process Customer Content to develop Togal.AI’s machine learning models and related algorithms and features (“Machine Learning Features”). Togal.AI shall be the exclusive owner of all intellectual property rights in such Machine Learning Features and will be free to use Machine Learning Features to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other, provided that the Machine Learning Features do not disclose any Customer Confidential Information (defined below).

9.          Data Processing. Togal.AI may transfer and process Customer Content and Customer Data in the United States or any other country in which Togal.AI or Togal.AI affiliates or subcontractors maintain facilities. Customer appoints Togal.AI to perform any such transfer of Customer Data or Customer Content to any such country to provide the Services in compliance with the terms of this Agreement.

10.       Description and Limitations of the Platform. 

·   The Parties acknowledge that the Service is intended to assist Customer with evaluating construction plans and that all Output, content and other materials available via the Service, or resulting from Customer’s use of the Service, are for informational purposes only, and are not intended to be, nor should Customer deem them to be, recommendations or advice.

·   While the Service has safeguards in place, the Service may occasionally generate incorrect, incomplete and/or misleading information. As a result, Customer should not take an action based in whole or in part on any of the tools, content or other materials (including any Output) made available to you by the Service without validating the results through independent research, obtaining up-to-date information and considering the particular circumstances and existing facts.

·   Togal.AI does not guarantee, or represent that the Service or any Outputs, will be accurate, complete and not misleading. Moreover, we do not warrant the performance or results that may be obtained by the use of any of the Service.

·   Customer’s use of the Service is at Customer’s sole and exclusive risk. We do not have any control over Customer’s use of the Services or the suitability of the Service for any particular purpose.

·   TOGAL.AI DOES NOT MAKE ANY WARRANTY THAT THE SERVICE, INCLUDING ANY OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS OR NEEDS, TO ACHIEVE ANY PARTICULAR RESULT OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

·   Togal.AI Service does not, and is not intended to, replace the need for Customer to maintain regular data backups or redundant data archives. TOGAL.AI HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY OF CUSTOMER CONTENT (INCLUDING ANY CONSTRUCTION PLANS OR RECORDS) INPUT INTO THE SERVICE.

11. Intellectual Property

  • Togal.AI retains all rights to its software and services including, without limitation: the Service and Software; all improvements, enhancements or modifications to the Service and Software; any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with the Service; any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users, as well as any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Togal.AI arising out of ,or relating to such feedback; any and all performance data, test or evaluation results, or other metrics derived from the Service, including Aggregated Data. Togal.AI  expressly reserves all rights in and to the foregoing. During and after the term of the Agreement (including any subscription term), each Party will cooperate with the other to do any and all things which are reasonably necessary or desirable to establish, maintain, protect and enforce a Party’s exclusive ownership of the property identified in this Section.
  • Customer Content remains the property of the Customer.
  • Aggregated Data derived from Customer Data is owned by Togal.AI and may be used for industry insights, machine learning models, and enhancements to the Service.
  • Feedback provided by the Customer may be used by Togal.AI for service improvement.

12. Disclaimers and Limitations of Liability

  • The Service is provided "as-is" without warranties of accuracy, reliability, or fitness for a particular purpose.  TOGAL.AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME.
  • TOGAL.AI DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES (INCLUDING THE PLATFORM AND ANY OUTPUTS THEREFROM) AND HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. ALL TOOLS, CONTENT AND OTHER MATERIALS AVAILABLE VIA THE SERVICES, INCLUDING THE PLATFORM AND ANY OUTPUT RESULTING FROM YOUR USE THEREOF, ARE FOR INFORMATIONAL PURPOSES ONLY, AND NONE OF THEM ARE INTENDED TO, NOR SHOULD YOU DEEM THEM TO BE RECOMMENDATIONS OR ADVICE. WHILE TOGAL.AI HAS SAFEGUARDS IN PLACE, THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE PLATFORM AND ANY OUTPUTS, MAY OCCASIONALLY GENERATE INCORRECT, INCOMPLETE AND/OR MISLEADING INFORMATION. TOGAL.AI DOES NOT RECOMMEND, GUARANTEE, OR REPRESENT THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE PLATFORM) OR ANY INFORMATION OR CONTENT MADE AVAILABLE BY THE SERVICES (INCLUDING THE PLATFORM AND ANY OUTPUTS THEREFROM) WILL BE ACCURATE, COMPLETE AND NOT MISLEADING. MOREOVER, TOGAL.AI DOES NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED BY THE USE OF ANY OF THE FOREGOING. YOUR USE OF THE SERVICES, INCLUDING THE PLATFORM AND ALL TOOLS, INFORMATION, CONTENT AND MATERIALS MADE AVAILABLE TO YOU BY THE SERVICES (INCLUDING THE PLATFORM AND ANY OUTPUTS) IS AT YOUR SOLE AND EXCLUSIVE RISK
  • Togal.AI is not responsible for errors, interruptions, or data loss.
  • Togal.AI’s liability is limited to the amount actually paid by the Customer to Togal.AI in the twelve (12) months preceding a claim.
  • The Services may in whole or in part be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Togal.AI or by third-party providers, or because of other causes beyond our reasonable control. Togal.AI will use commercially reasonable efforts to provide advance notice by e-mail of any scheduled service disruption to the Platform and to reinstate the Platform. HOWEVER, TOGAL.AI DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

·   You acknowledge and agree that information that you receive from the Platform is generated electronically using artificial intelligence and is not generated by a human and therefore you acknowledge and agree that your use of the Platform may produce inaccurate results or incorrect information in certain situations. The AI Services are meant to be a tool to assist you with evaluating construction plans’ compliance with applicable regulatory and/or industry codes or standards, but the Services (including the AI Services) do not constitute, and are not a substitute for, the expertise of trained professional humans. Before relying upon any information generated or received from the Services (including the AI Services), you should seek advice from or consult with a qualified professional human to evaluate the accuracy of any such information. You acknowledge that relying upon any information generated through the AI Services without first verifying the accuracy of such information with a qualified human may cause harm, including but not limited to legal, financial, or physical harm.

·   Third-party content and applications (if any) are provided “as-is,” exclusive of any warranty. Togal.AI disclaims all liability for any harm or damages caused by any third-party networking or hosting providers. Customer acknowledges that the Service is solely for the purpose of providing information. Togal.AI takes no responsibility or makes any warranties or representations about the completeness, accuracy, or reliability of this information or the Service. Any action Customer takes as a result of the information provided by Togal.AI is solely at Customer’s own risk. Togal.AI is not responsible for any losses or damages incurred as a result of using the functionality of the Service.

13. Term and Termination

  • This Agreement remains in effect for the duration specified in an applicable Order Form.

·   Upon the expiration of the Initial Term, this EUSA will automatically be renewed for the same period (each such period a “Renewal Term”) unless otherwise elected by either Party by providing written notice to the other Party thirty (30) days prior to the expiration of the Term then in effect. Togal.al is authorized to charge associated fees for the Initial Term and each Renewal Term.

  • Either party may terminate for material breach with a 30-day notice (or 10 days for non-payment).
  • Upon termination, Customer access to the Service will be revoked.

·   Customer acknowledges and agrees that, if Customer discontinues use of the Services for convenience, Customer will not be entitled to a refund of any portion of any subscription fee Customer has already paid; and Customer remains liable to pay Togal.AI any remaining payments due.

·   All Customer Content is the property of the Customer. Upon restriction, suspension or termination of a Customer account, all Customer Content may be deleted by Togal.AI from the Service. After deletion of Customer Content, Togal.AI shall have no further responsibility or liability to Customer or any third party with respect to Customer Content. Assuming there has been no material breach of this Agreement by Customer, Togal.AI may allow, at Togal.AI’s sole discretion, Customer temporary access to Services in order to export Customer Content as well any additional data that may be readily exported from the Service to a standard electronic file format.

·   During the Term, Customer shall defend, indemnify, and hold harmless Togal.AI and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, judgments, settlements, losses, costs, or expenses of any kind, including reasonable attorneys’ fees, arising out of (a) processing of Customer Data within the scope of this Agreement; (b) Customer’s misuse of the intellectual property rights of any third party; and (c) any Customer Content that may violate the rights of third parties.

14. Confidentiality

  • Both parties agree to keep all confidential information private and secure.
  • Confidential information does not include publicly available or independently developed information.

15. Dispute Resolution

  • Disputes will be resolved through binding arbitration in Miami-Dade County, Florida.
  • Class action lawsuits are not permitted, dispute resolution provisions follow:

    the Parties agree that they are required to resolve any claim that they may have against each other on an individual basis in arbitration, and that disputes between them (including any disputes between Customer and a third-party agent of Togal.AI) will be resolved through binding and final arbitration and not in a court. This includes but is not limited to: (i) any dispute, claims, or controversy arising out of or relating to any part of the Agreement, or the existence, breach, termination, enforcement, interpretation or validity thereof; or (ii) your access to or use of the Services, including the Platform or Togal.AI’s other services or products at any time. Such dispute shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration in Miami-Dade County, Florida and shall be before one arbitrator. The arbitration shall be administered by the AAA pursuant to its Consumer Arbitration Rules and Procedures, only as modified by this Arbitration Agreement.

    The arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms of this Agreement are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

    By agreeing to individual arbitration, the Parties understand and agree that they are waiving their right to maintain other available resolution processes, such as a court action or administrative proceeding, to settle any disputes or claims.
  • No Class Action. The Parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that each Party agrees to arbitrate in their individual capacities only, not as a representative of a class, a member of a class, or a Private Attorney General. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Rules and Governing Law. The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf. The rules of the arbitral forum will govern all aspects of the arbitration, except to the extent those rules conflict with the terms of this Agreement.

16.       Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise without the other Party’s prior written consent; except that: (a) Togal.AI may assign, delegate, or otherwise transfer this Agreement without such consent in connection with any merger, consolidation, reorganization, or any sale of all or substantially all of such Party’s assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred (“Change in Control”); and (b) Customer may assign, delegate, or otherwise transfer this Agreement upon any Change in Control with Togal.AI’s prior written consent and subject to all of the terms of this Agreement. Any attempt to assign, delegate, or otherwise transfer this Agreement other than in accordance with this provision will be null and void.

18. Miscellaneous

  • This Agreement is governed by the laws of Florida.
  • Togal.AI may update these terms, with notice provided to Customers.
  • The Customer cannot assign this Agreement without Togal.AI’s consent.
  • The Togal.AI Privacy Policy is available on www.Togal.ai and may be amended from time to time.

By using the Service, you acknowledge that you have read and understood this Agreement and agree to its terms.

19.         Severability/Notice. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force. Any notice, consent, or other communication hereunder must be in writing, and must be given personally, sent via overnight delivery or via email with confirmation of receipt, to either Party at its respective address set forth in the Order Form (or such other address as provided by that Party). Notices will be deemed given when delivered.

20.       Independent Contractors. The relationship of the Parties is that of independent contractors and nothing contained in this Agreement will be construed to make either Party an agent, partner, joint venturer, or representative of the other for any purpose. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy under or by reason of this Agreement.

21.       Force Majeure. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing Party.

22.      Entire Agreement/Survival. This Agreement, together with any URLs contained herein, any exhibits, and the Order Form(s) constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces any prior understandings, written or oral. Further, under no circumstances will the provisions of any document issued by Customer (including, but not limited to, any request for quotes or proposals, purchase orders, non-disclosure agreements, or Customer exhibits to this Agreement and/or vendor forms or registrations with terms that conflict with this Agreement) be deemed to modify, alter, or expand the rights, duties, or obligations of the Parties under this Agreement, regardless of any failure of Togal.AI to object to such terms, provisions, or conditions. If there is any conflict between the terms of this Agreement and the Order Form, the Order Form will prevail. In addition to any rights that accrued prior to termination, the provisions of sections 11, 14 and 15 will survive any termination of the Agreement.

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