Effective Date: August 26, 2026 (supersedes the August 25, 2026 version)
These Terms of Service (“Terms”) constitute a binding legal agreement between you (“Customer,” “you,” or “your”) and F&D Ventures LLC, a Virginia limited liability company doing business as Tormano (“Tormano,” “we,” “us,” or “our”). By accessing or using the Tormano platform, including any associated websites, applications, APIs, or services (collectively, the “Service”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.
Important Notice: Please read these Terms carefully. They contain a binding arbitration clause and class action waiver that affect your legal rights (see Section 16).
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities.
“Authorized User” means any individual who is authorized by Customer to access and use the Service under Customer's account.
“Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential, including business plans, customer data, technical data, product designs, trade secrets, financial information, and pricing.
“Customer Data” means all data, content, and information submitted, uploaded, or transmitted to the Service by Customer or its Authorized Users, including contact records, communications, documents, and any data generated through Customer's use of the Service.
“Documentation” means the user guides, online help, release notes, and other technical documentation made available by Tormano for use of the Service.
“Fees” means all amounts payable by Customer as set forth in the applicable Order Form or subscription plan.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
“Order Form” means any ordering document, online subscription page, or checkout process through which Customer subscribes to the Service.
“Service” means the Tormano cloud-based customer relationship management platform, including all features, functionality, integrations, APIs, and related services provided under these Terms.
“Subscription Term” means the period during which Customer has paid for and is entitled to access the Service.
“Trial Period” means a free evaluation period during which Tormano makes the Service available to Customer at no charge and without collecting a payment method.
2.1 Account Creation. To use the Service, you must register for an account by providing accurate, current, and complete information. No credit card or other payment method is required to create an account or to begin a free trial, and Tormano does not collect payment card details at registration. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
2.2 Authorized Users. Customer may permit Authorized Users to access the Service, provided that Customer ensures each Authorized User complies with these Terms. Customer is responsible for all acts and omissions of its Authorized Users.
2.3 Electronic Acceptance. By clicking “I Agree,” “Sign Up,” “Create Account,” or any similar button, or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. You agree that such electronic acceptance constitutes your legal signature and has the same force and effect as a handwritten signature. This agreement to arbitrate and all other provisions of these Terms are enforceable in the same manner as a physically signed agreement.
2.4 Age Requirement. The Service is intended for use by individuals who are at least 18 years of age, or the age of majority in their jurisdiction. By using the Service, you represent that you meet this requirement.
2.5 Account Security. You agree to: (a) keep your login credentials confidential; (b) notify us immediately of any unauthorized use of your account; and (c) not share your account with any unauthorized person. Tormano is not liable for any loss arising from your failure to maintain account security.
3.1 License Grant. Subject to these Terms and, in the case of a paid subscription, payment of all applicable Fees, Tormano grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during any Trial Period and during the Subscription Term, solely for Customer's internal business purposes and in accordance with any usage limits specified in the applicable Order Form.
3.2 Restrictions. Customer shall not, and shall not permit any third party to: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Service to any third party; (b) modify, copy, or create derivative works based on the Service; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service; (d) access the Service to build a competitive product or service; (e) use the Service to store or transmit infringing, libelous, unlawful, or tortious material; (f) use the Service to store or transmit material in violation of third-party privacy rights; (g) use the Service to send unsolicited communications in violation of applicable law (including CAN-SPAM, TCPA, CASL, or GDPR); (h) interfere with or disrupt the integrity or performance of the Service; (i) attempt to gain unauthorized access to the Service or its related systems; (j) use automated means to scrape, crawl, or spider the Service; or (k) use the Service in any manner that violates applicable law or regulation.
4.1 Fees. Customer shall pay all Fees specified in the applicable Order Form or subscription plan. Unless otherwise stated, Fees are quoted in United States Dollars and are non-refundable except as expressly set forth in these Terms.
4.2 Payment Terms. Fees become payable only when Customer purchases a paid plan. Customer selects a plan and provides a payment method through Settings > Billing in the Service; Tormano does not collect a payment method at registration or during a Trial Period, and no Fees are charged before Customer completes that purchase. Once Customer has purchased a paid plan, Fees are due in advance on a monthly or annual basis as selected by Customer, and Tormano will charge Customer's designated payment method on each billing date until Customer cancels. All Fees are exclusive of taxes, and Customer is responsible for paying all applicable taxes.
4.3 Late Payment. If any undisputed amount is not paid when due, Tormano may: (a) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law; (b) suspend access to the Service upon 10 days' written notice; and (c) recover all reasonable costs of collection, including attorneys' fees. Where an account is 30 or more days past due, Section 11.5(d) also applies; in that case the 10 days' notice in this Section is given first, and suspension under Section 11.5(d) for non-payment alone does not occur without it.
4.4 Price Changes. Tormano may change Fees upon at least 30 days' prior written notice given under Section 19.6. Fee changes will take effect at the start of the next Subscription Term. If Customer does not agree to a Fee change, Customer may terminate the subscription before the change takes effect.
4.5 Free Trials. Tormano offers a free trial of the Service for fourteen (14) days. No credit card or other payment method is required to create an account or to start or continue a free trial, and Tormano collects no payment details at signup. A free trial does not convert into a paid subscription automatically. Tormano will not charge Customer at the end of a free trial, and there is nothing Customer needs to cancel in order to avoid a charge. If Customer has not purchased a paid plan when the Trial Period ends, Customer's access to the Service is restricted until Customer purchases a paid plan. Restriction means Customer can sign in, purchase a plan, and export Customer Data, but cannot otherwise use or view the workspace — it is not a read-only mode. Restriction is not termination: the account remains open and Customer Data is retained. Customer Data is retained, and remains available for export, for 90 days from the date the workspace is restricted, after which it is deleted. Tormano sends reminders to Customer's account email before that deletion. Export during restriction is by the per-record export functions and the data-subject export; the whole-workspace export is available on the paid plans that include it. Customer may add a payment method and purchase a paid plan at any time from Settings > Billing, which lifts the restriction, and Fees, billing, and the automatic renewal described in Section 11.2 begin only from that purchase. During any Trial Period, the Service is provided “as is” without any warranty, and Tormano's aggregate liability shall not exceed One Thousand United States Dollars ($1,000).
4.6 Platform Fee. Where an organization accepts online payments or donations through the Service, Tormano assesses a platform fee on each transaction processed through the Service. The platform fee is a percentage of the transaction amount; the applicable rate is set out in the fee schedule published on the Tormano pricing page, may differ by plan and by organization type, and is shown to the organization in the Service under Settings > Payments and disclosed before the organization completes Stripe Connect onboarding. The platform fee is collected as a Stripe application fee on the transaction, so the amount settled to the organization is the transaction amount less the platform fee and less the payment processing fees borne by the organization under Section 4.7. Tormano assesses no platform fee on payments or gifts recorded manually in the Service, and no minimum transaction volume applies. Tormano may change the platform fee on at least 30 days’ prior written notice given under Section 19.6. A change applies only to transactions processed after it takes effect, and, where the organization has a Subscription Term running, takes effect no earlier than the start of the next Subscription Term in accordance with Section 4.4.
4.7 Payment Processing Fees and Merchant of Record. Payments and donations accepted through the Service are processed by Stripe using a Stripe Connect account that the organization opens, controls, and holds under its own agreement with Stripe. As of the Effective Date those transactions are processed as direct charges on the organization’s own Stripe account: the organization is the merchant of record, the organization’s own statement descriptor appears on the payer’s card statement, and Stripe settles the funds to the organization’s account. The organization bears the payment processing fees. Stripe’s fees are set by Stripe under the organization’s agreement with Stripe, are deducted by Stripe from the transaction at the time it is processed, and are neither charged by nor payable to Tormano; Tormano does not set them and receives no part of them. Tormano’s platform fee under Section 4.6 is separate from, and in addition to, Stripe’s fees. Tormano does not bear, absorb, discount, or reimburse any payment processing cost arising from the organization’s transactions. This includes Stripe’s processing, interchange, and network fees; dispute and chargeback fees; the processing fee retained by Stripe on a refunded transaction; currency conversion costs; payout, instant-payout, and account fees; and any fee, fine, or assessment imposed by Stripe, a card network, or a financial institution in respect of the organization’s transactions or its Stripe account. Where a transaction was created under a different processing configuration described in an earlier version of these Terms, the allocation stated in the version in effect when that transaction was created continues to apply to that transaction and to any later refund or dispute on it. Tormano may change the processing configuration on at least 30 days’ prior written notice given under Section 19.6. In every configuration the organization is the recipient of the payment or donation and the party responsible for issuing donor tax acknowledgments and customer receipts.
4.8 Refunds, Chargebacks, Reversals, and Negative Balances. (a) Refunds. The organization decides whether to refund a transaction. On a direct charge, Stripe debits the refunded amount from the organization’s own Stripe account balance. Stripe does not return its original processing fee when a transaction is refunded, so a refunded transaction leaves the organization bearing that fee; Tormano cannot recover it and does not reimburse it. Tormano returns its own platform fee in proportion to the amount refunded. (b) Chargebacks and disputes. Where a payer disputes a transaction with their card issuer or bank, the dispute is against the organization as merchant of record. On a direct charge, Stripe debits the organization’s Stripe account for the disputed amount and for Stripe’s dispute fee, in accordance with the organization’s agreement with Stripe and applicable card network rules. Tormano is not a party to the dispute, does not bear the disputed amount or the dispute fee, and does not control the outcome. Tormano’s platform fee on a disputed transaction is not automatically returned. Tormano records the dispute in the Service and notifies the organization’s administrators when a dispute is opened and when it is resolved; responding to the dispute within Stripe’s evidence deadline is the organization’s responsibility. (c) Negative balances and reversals. A refund, reversal, dispute, fee, or fine may cause the organization’s Stripe account balance to become negative. On a direct charge that balance is the organization’s, and Stripe recovers it from the organization under the organization’s agreement with Stripe. Where Stripe or a financial institution nevertheless debits Tormano for an amount arising from the organization’s transactions or its Stripe account, Customer will reimburse Tormano that amount within 30 days of invoice, and authorizes Tormano to set it off against any funds Tormano holds or subsequently collects for Customer. This Section does not make Tormano a guarantor of the organization’s obligations or a party to the organization’s agreement with Stripe. (d) Currency conversion. Where a payer pays in a currency other than the organization’s settlement currency, Stripe performs the conversion at Stripe’s own rate and charges Stripe’s conversion fee, both of which are deducted from the transaction and borne by the organization. Tormano’s platform fee is calculated on the transaction amount in the currency in which the transaction was charged. Tormano does not bear currency conversion cost or exchange-rate risk.
4.9 Transaction Records and Donor Acknowledgments. Tormano records each online transaction at its gross amount and, to the extent Stripe reports them to Tormano, separately records the payment processing fee, the platform fee, and the net amount settled, and makes those amounts available to Customer. Stripe’s own record of the transaction in the organization’s Stripe account is the authoritative record of the fees deducted. Donor tax acknowledgments generated by the Service state the gross amount contributed by the donor. Platform and processing fees do not reduce the amount deductible to the donor under applicable United States federal tax law. Customer remains responsible for the accuracy of its donor acknowledgments and for its own tax, accounting, and regulatory reporting.
5.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Tormano acquires no rights in Customer Data except as expressly set forth in these Terms.
5.2 License to Customer Data. Customer grants Tormano a limited, non-exclusive, worldwide license to use, copy, store, transmit, display, and process Customer Data solely to provide, maintain, and improve the Service, and as otherwise described in our Privacy Policy.
5.3 Aggregated Data. Tormano may collect and use aggregated, anonymized, or de-identified data derived from Customer's use of the Service (“Aggregated Data”) for any lawful business purpose, including product improvement, benchmarking, and analytics. Aggregated Data will not identify Customer or any individual.
5.4 Prohibited Data. Customer shall not submit to the Service any: (a) Social Security numbers, government-issued identification numbers, or national identification numbers; (b) protected health information as defined under HIPAA; (c) payment card numbers, financial account numbers, or similar financial instrument data; (d) data relating to individuals under the age of 13 (or applicable age of consent); or (e) any data that is subject to heightened regulatory requirements (e.g., ITAR, EAR) unless Tormano has agreed in writing to accept such data. Customer is solely responsible and liable for any prohibited data submitted to the Service.
5.5 Data Portability. Upon written request made within 90 days after termination or expiration of the Subscription Term, Tormano will make Customer Data available for export in a standard machine-readable format (CSV or JSON). After this 90-day period, Tormano may delete Customer Data in accordance with its standard data retention practices.
6.1 Tormano IP. Tormano and its licensors retain all right, title, and interest in and to the Service, including all related Intellectual Property Rights. The Service is protected by copyright, trade secret, patent, and other intellectual property laws. No rights are granted to Customer except as expressly set forth in these Terms.
6.2 Feedback. If Customer provides suggestions, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), Tormano may use such Feedback without restriction or obligation to Customer.
6.3 Trademarks. Customer may not use Tormano's name, logo, or trademarks without prior written consent, except as reasonably necessary to identify Tormano as a service provider in Customer's operations.
7.1 Obligations. Each party (“Receiving Party”) agrees: (a) to hold the other party's (“Disclosing Party”) Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) to use Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms.
7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
7.3 Required Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates with the Disclosing Party's efforts to seek a protective order.
7.4 Duration. Confidentiality obligations survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
8.1 AI Functionality. The Service may include features powered by artificial intelligence and machine learning technologies provided by third-party AI service providers (currently Anthropic; OpenAI is supported as a fallback provider used only if enabled) (collectively, “AI Features”). AI Features may include, without limitation, smart search, contact scoring, email drafting, donor insights, deal forecasting, report generation, and predictive analytics.
8.2 Data Processing. To provide AI Features, Tormano transmits Customer Data to third-party AI providers. What is transmitted depends on the feature, and falls into two categories that behave differently. (a) Requests built from Customer's CRM records. The fields sent are fixed by an explicit allowlist in Tormano's code and are limited to contact names, email addresses, job titles, company or employer names and industry, lifecycle stage, record source, the tags on a record and the date the record was created; deal, donation, pipeline and campaign names, amounts, stages, gift types, probabilities and dates; aggregates and counts derived from them; the assigned staff member's name; and the type, subject line and date of recent activities on the record. For the sentiment-analysis feature specifically, requests additionally include the full body text of a contact's recent email, call, note and meeting activities. Requests assembled through that allowlist exclude street addresses, postal codes, geographic coordinates and dates of birth, and exclude contact phone numbers; phone-number patterns are additionally stripped from the free text those requests carry. Two record-derived features do not run through that allowlist — the proactive-insights digest and the report-insights summary — and send record names, such as a deal name or a contact name, as they were typed; the digest strips phone-number patterns and the report summary does not. (b) Material Customer submits directly — typed prompts and search queries, documents uploaded for classification or extraction, meeting transcripts or other text pasted in for analysis, message text submitted for sentiment analysis, and narrative text supplied for drafting. Material in this category is transmitted as Customer supplies it and is not filtered, because Tormano cannot know which part of a document or transcript Customer needs analysed; it may therefore contain anything Customer puts in it, including full mailing addresses, phone numbers, and any of the categories named in the next sentence. Requests Tormano assembles from Customer's CRM records never contain passwords or authentication credentials, payment card numbers, bank account or routing numbers, Social Security or other government identification numbers, or health information — and Section 5.4 prohibits Customer from putting several of those into the Service at all — but that is a property of the fields Tormano assembles and not of a document or text Customer chooses to submit. The content of a connected mailbox is not sent to any AI provider by any feature. Section 3 of the Privacy Policy states the same position in full detail and governs in the event of any inconsistency with this Section.
8.3 Accuracy Disclaimer. AI Features generate outputs based on probabilistic models and may produce inaccurate, incomplete, or inappropriate results. Customer acknowledges that: (a) AI-generated outputs are not a substitute for professional judgment; (b) Customer is solely responsible for reviewing, validating, and deciding whether to act on any AI-generated output; (c) any business decisions made based on AI outputs are made at Customer's own risk; and (d) Tormano shall have no liability for any loss, damage, or harm arising from Customer's reliance on or use of AI-generated outputs. Tormano does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated output.
8.4 Opt-Out. AI Features are enabled by default. Customer may switch all AI Features off for Customer's entire organization at any time, from Settings > AI Transparency in the Service, without any request to or action by Tormano. That control is available to a user whose role grants permission to manage the organization's settings — in the Service's default roles, the Owner, the Organization Administrator and the System Administrator; other users are shown the current state and cannot change it. The setting is read from Tormano's database on each AI request rather than cached, so it takes effect on the next such request, and it applies to interactive use, background jobs and scheduled tasks alike, whether the AI Feature runs on Tormano's provider account or on a provider credential Customer has supplied. Switching AI Features off deletes nothing already generated, and switching them back on resumes the same features. Customer may instead, or in addition, opt out by written request to privacy@tormano.com, and Tormano will disable AI Features for Customer's organization on receipt; the switch does not withdraw that route. Two things that switch does not stop, stated so that “off” is not read wider than it operates: (a) where an administrator saves or replaces Customer's own AI provider credential, Tormano sends that provider a single one-token test message, containing no Customer Data, to confirm the credential works before storing it, and does so whether or not AI Features are switched off; and (b) contact enrichment is not an AI Feature for the purposes of this Section — it runs only where Customer has connected an enrichment provider's own credential, it has its own separate control, and this switch does not govern it. Sentiment analysis has its own separate toggle in the Service's settings and may be switched off while other AI Features remain on. Disabling AI Features may reduce the functionality available to Customer.
8.5 AI Provider Terms. Customer acknowledges that third-party AI providers have their own terms of service and data retention policies. Tormano is not responsible for the acts or omissions of third-party AI providers.
9.1 Availability. The Service may integrate with third-party applications, platforms, and services that Customer connects using Customer's own account or credentials (including, without limitation, Intuit QuickBooks, Xero, Stripe Connect, Google Workspace, Microsoft 365, Slack, Mailchimp, Constant Contact, Eventbrite, Calendly, Zoom, Zapier, Double the Donation, and the WhatsApp Business Platform) (“Third-Party Services”). Each of them is also listed as a sub-processor at https://tormano.com/subprocessors, because once Customer connects it, Tormano transmits personal data to it. Being customer-initiated changes when a provider is engaged, not whether Customer may object to it: the objection right in Section 6.3 of the DPA applies to every provider on that page. Tormano does not control and is not responsible for Third-Party Services.
9.2 Customer Responsibility. Customer's use of Third-Party Services is governed by the applicable third-party terms and privacy policies. Customer is solely responsible for: (a) maintaining valid accounts with Third-Party Services; (b) complying with third-party terms; and (c) any fees charged by Third-Party Services.
9.3 No Warranty. Tormano does not warrant that any Third-Party Service will be compatible with the Service, will continue to be available, or will function without interruption. Tormano may modify or discontinue support for any Third-Party Service integration at any time.
10.1 Uptime. Tormano will use commercially reasonable efforts to maintain the availability of the Service. Tormano does not guarantee uninterrupted or error-free access to the Service.
10.2 Scheduled Maintenance. Tormano may perform scheduled maintenance during off-peak hours with reasonable prior notice. Tormano will use commercially reasonable efforts to minimize disruption during maintenance windows.
10.3 Modifications. Tormano reserves the right to modify, update, or discontinue any feature or functionality of the Service at any time. For a material change that adversely affects Customer's use, Tormano will provide at least 30 days' prior written notice given under Section 19.6, except where a shorter period is necessary to address a security vulnerability, comply with law, or respond to the withdrawal or change of a Third-Party Service outside Tormano's control, in which case Tormano will give as much notice as is reasonably practicable.
11.1 Term. These Terms commence on the date Customer first accesses the Service and continue for any Trial Period and for the duration of any Subscription Term, until the Subscription Term expires or these Terms are terminated as provided herein. Where Customer does not purchase a paid plan, these Terms continue to govern Customer's use of the Service for as long as Customer's account remains open.
11.2 Automatic Renewal of Paid Subscriptions. This Section applies only to a paid subscription that Customer has purchased. It does not apply to a free trial: a free trial does not renew and does not convert into a paid subscription (Section 4.5). When Customer purchases a paid subscription, that subscription renews automatically. Unless Customer provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive periods equal to the prior term (or one year, whichever is shorter), at Tormano's then-current pricing, and Tormano will charge the payment method Customer has on file on each renewal date. The subscription price, the billing frequency, and the fact that the subscription renews automatically are disclosed to Customer at checkout, before the purchase is completed. Customer may cancel at any time to stop any further renewal charge, through Settings > Billing in the Service or by emailing support@tormano.com (Section 11.4). For annual subscriptions, Tormano also sends a reminder to Customer's billing email address in advance of each renewal date, stating the amount that will be charged and how to cancel, in accordance with state automatic-renewal laws including Section 17602 of the California Business and Professions Code.
11.3 Termination for Cause. Either party may terminate these Terms upon 30 days' written notice if the other party materially breaches these Terms and fails to cure such breach within the 30-day notice period.
11.4 Termination for Convenience. A free trial requires no cancellation: Tormano holds no payment method and no charge will be made, so Customer may simply stop using the Service. Customer may cancel a paid subscription at any time through the Service's account settings (Settings > Billing) or by contacting support@tormano.com. Cancellation stops all further renewals and takes effect at the end of the current billing period, for which Customer has already paid. No refunds will be issued for partial billing periods.
11.5 Termination by Tormano. Tormano may suspend or terminate Customer's access immediately and without notice if: (a) Customer's use poses a security risk to the Service or third parties; (b) Customer's use may adversely impact the Service or other customers; (c) Customer is in material breach of the acceptable use restrictions; or (d) Customer's account is 30 or more days past due.
11.6 Effect of Termination. Upon termination: (a) all rights and licenses granted hereunder will immediately cease; (b) Customer will cease all use of the Service; (c) each party will return or destroy the other party's Confidential Information; and (d) The following provisions will survive termination: Definitions, Customer Data Ownership, Aggregated Data, Prohibited Data, Data Portability (Section 5.5), Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Compliance with Laws, Dispute Resolution, Governing Law, Force Majeure, Insurance, and General Provisions, together with any payment obligation accrued before termination and Customer's reimbursement obligation under Section 4.8(c).
12.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; and (b) it will comply with all applicable laws in its performance under these Terms.
12.2 Tormano Warranty. Tormano warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (b) Tormano will not knowingly introduce viruses, malware, or malicious code into the Service.
12.3 Remedy. Customer's exclusive remedy for a breach of Section 12.2 is, at Tormano's option: (a) correction of the non-conformity; or (b) if Tormano cannot correct the non-conformity within 30 days, termination of the affected subscription and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.
Disclaimer: Except for the express warranties in section 12.2, the service is provided “as is” and “as available.” tormano and its licensors hereby disclaim all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, tormano makes no warranty of any kind that the service, or any results of the use thereof, will be accurate, reliable, complete, current, or error-free, or that the service will meet customer's requirements, operate without interruption, or be free of viruses or other harmful components.
Beta and Free Services: Any beta, trial, free, or evaluation features or services are provided “as is” without warranty of any kind. Tormano shall have no liability for any harm or damage arising out of or in connection with any beta, trial, free, or evaluation features or services, and tormano's aggregate liability for such services shall not exceed one thousand united states dollars ($1,000).
13.1 Exclusion of Consequential Damages: To the maximum extent permitted by applicable law, in no event shall either party or its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to the other party or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data, or other intangible losses (even if such party has been advised of the possibility of such damages), arising out of or relating to these terms or the use of or inability to use the service.
13.2 Aggregate Liability Cap: To the maximum extent permitted by applicable law, the total aggregate liability of tormano and its affiliates arising out of or relating to these terms or the service shall not exceed the total amount paid by customer to tormano during the twelve (12) month period immediately preceding the event giving rise to the claim. For free, trial, or beta services, tormano's aggregate liability shall not exceed one thousand united states dollars ($1,000).
13.3 Carve-Outs: The limitations in sections 13.1 and 13.2 shall not apply to: (a) customer's payment obligations under section 4; (b) either party's indemnification obligations under section 14; (c) either party's breach of section 7 (confidentiality); (d) customer's breach of section 3.2 (license restrictions); (e) tormano's infringement indemnification obligations under section 14.1; or (f) damages arising from a party's gross negligence or willful misconduct.
13.4 Data Breach Remediation: For the avoidance of doubt, the limitations in this section 13 apply to all claims arising from or related to any data breach, security incident, or unauthorized access, including but not limited to costs of breach notification, credit monitoring, forensic investigation, regulatory fines (to the extent permitted by law), and public relations expenses. Such costs are subject to the aggregate liability cap in section 13.2.
13.5 Essential Basis: The limitations and exclusions in this section 13 form an essential basis of the bargain between the parties and shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if any remedy specified in these terms is deemed to have failed of its essential purpose.
13.6 Customer Liability Outside Cap: Notwithstanding section 13.2, customer shall remain fully liable (without regard to the aggregate liability cap) for: (a) all fees and payment obligations; (b) damages arising from customer's breach of the license restrictions in section 3.2; (c) customer's indemnification obligations; and (d) customer's use of the service in violation of applicable law.
14.1 Tormano Indemnification. Tormano will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that Customer's authorized use of the Service infringes or misappropriates a third party's patent (filed in a Patent Cooperation Treaty member state), copyright, or trade secret (“IP Claim”), and will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement.
14.2 IP Remedy. If the Service becomes, or in Tormano's reasonable opinion is likely to become, the subject of an IP Claim, Tormano may, at its sole option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing without material reduction in functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate Customer's subscription and refund any prepaid Fees for the unused portion of the Subscription Term. This Section 14.2 states Customer's sole and exclusive remedy, and Tormano's sole and exclusive liability, for any IP Claim.
14.3 Exclusions. Tormano's indemnification obligations do not apply to claims arising from: (a) Customer's modification of the Service; (b) use of the Service in combination with products, services, or technologies not provided by Tormano; (c) use of the Service in violation of these Terms; (d) Customer Data; or (e) use of a version of the Service other than the most current version, if the infringement would have been avoided by use of the current version.
14.4 Customer Indemnification. Customer will defend, indemnify, and hold harmless Tormano and its officers, directors, employees, and agents from and against any third-party claim arising from or relating to: (a) Customer Data, including claims that Customer Data infringes or misappropriates a third party's Intellectual Property Rights or violates a third party's privacy rights; (b) Customer's breach of Section 3.2 (License Restrictions) or Section 5.4 (Prohibited Data); (c) Customer's violation of applicable law; or (d) Customer's use of the Service in a manner not authorized by these Terms.
14.5 Indemnification Procedure. The indemnified party must: (a) provide the indemnifying party with prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party may not settle a claim without the indemnified party's prior written consent if the settlement imposes any obligation on the indemnified party or does not include a full release.
15.1 General. Each party will comply with all applicable laws and regulations in its performance under these Terms.
15.2 Export. Customer will not export, re-export, or transfer the Service or any technical data received under these Terms to any country, entity, or person in violation of applicable export control laws and regulations, including U.S. Export Administration Regulations and OFAC sanctions.
15.3 Anti-Corruption. Neither party has made, offered, or authorized, and neither party will make, offer, or authorize, any payment, gift, or transfer of value to any government official or other person in violation of any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act.
15.4 Data Protection. To the extent Tormano processes personal data on behalf of Customer, the parties agree to the terms of the Data Processing Agreement (“DPA”) available at https://tormano.com/dpa, which is incorporated by reference into these Terms. In the event of a conflict between the DPA and these Terms with respect to the processing of personal data, the DPA shall control.
15.5 Recording of Calls and Meetings. The Service does not place, receive, or record telephone calls. Tormano previously offered an in-browser softphone with an optional call-recording control; that feature has been withdrawn, and no telephone recording can be made through the Service. Customer may, however, still bring a recording, transcript, or notes of a call or meeting into the Service — for example by recording a meeting through a conferencing provider Customer has connected under Customer’s own agreement with that provider, or by uploading or entering the material directly. Laws governing the recording of calls and meetings vary by jurisdiction, and many U.S. states and other countries require the consent of some or all parties. Customer is solely responsible for determining whether a given recording is lawful and for obtaining any consent required by law in the places where Customer and the other parties are located, and for the storage and retention of any recording Customer places in the Service. Customer will not record, or store a recording in the Service, in violation of applicable law.
16.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, each party agrees to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms (“Dispute”) informally by contacting the other party and providing a written description of the Dispute, all relevant documents, and the proposed resolution. The parties will attempt in good faith to resolve the Dispute within 30 days of receipt of such notice.
16.2 Binding Arbitration: If the parties are unable to resolve a dispute informally, either party may initiate binding arbitration. All disputes shall be resolved by binding arbitration administered by the american arbitration association (“aaa”) in accordance with its commercial arbitration rules then in effect. The arbitration shall be conducted by a single arbitrator in richmond, virginia. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.3 Class Action Waiver: To the maximum extent permitted by applicable law, each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial.
16.4 Exceptions. Notwithstanding the foregoing: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights; and (b) any Dispute relating to amounts owed under these Terms may be submitted to a court of competent jurisdiction.
16.5 Limitations Period. Any claim arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, or such claim is permanently barred. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Richmond, Virginia.
Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such delay or failure is caused by events beyond the party's reasonable control, including but not limited to: acts of God; fire, flood, earthquake, or other natural disasters; epidemics, pandemics, or quarantine restrictions; war, terrorism, invasion, riot, or civil unrest; government sanctions, embargoes, or trade restrictions; strikes, labor disputes, or industrial action; failure of telecommunications, internet service providers, or hosting infrastructure; distributed denial-of-service attacks, ransomware, or other cyberattacks; and acts of government or regulatory authorities (each, a “Force Majeure Event”). The affected party must provide prompt written notice of the Force Majeure Event and use commercially reasonable efforts to mitigate its impact. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate these Terms upon written notice.
19.1 Entire Agreement. These Terms, together with all Order Forms, the Privacy Policy, and the DPA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral.
19.2 Amendments. Tormano may update these Terms from time to time. The current version is always published at https://tormano.com/terms; every version carries an Effective Date at the top of that page and names the version it replaces. Tormano operates a change-notice mechanism for these Terms. This Section states exactly what that mechanism does, and Customer should not read into it anything it does not say. (a) In-app notice, on every change. When these Terms are updated, Tormano delivers a notice to the Tormano notification centre of every Authorized User of every customer account. The notice names the new Effective Date, names the version it replaces, and links to the updated document. It cannot be switched off in notification preferences and is not withheld by a quiet-hours setting. (b) Email, for a material change. Where Tormano classifies the change as material, Tormano additionally sends that notice by email to the email address associated with each Authorized User's account. That email is a transactional legal notice: it is not marketing, and no marketing, newsletter or other promotional preference suppresses it. (c) When both notices are sent. Both are sent when the updated document is published. Tormano does not promise in this Section a fixed period of advance warning, and may in a particular case choose to give notice of a forthcoming change before it is published; what Customer is entitled to in every case is paragraph (e), which does not depend on Tormano sending anything. (d) No change applies retroactively, and a change never alters the Terms that governed conduct occurring before its Effective Date. (e) Where Customer has purchased a paid subscription, a change that is material and adverse to Customer does not apply to Customer during the then-current Subscription Term and takes effect for Customer only at the start of the next Subscription Term, so that Customer may decline it by giving notice of non-renewal under Section 11.2 (for annual subscriptions, the pre-renewal reminder described in Section 11.2 is sent before that date). (f) Where Customer has not purchased a paid subscription, the updated Terms apply from their Effective Date and Customer's remedy is to stop using the Service, which requires no cancellation (Section 11.4). Continued use of the Service after a change has taken effect for Customer constitutes acceptance of the updated Terms. Paragraph (e) does not apply to the DPA incorporated by Section 15.4. A change to the DPA may be required for Tormano to remain compliant with data protection law, so an updated DPA takes effect on its own Effective Date, and Tormano may require Customer's Authorized Users to accept it in order to continue using the Service — which is how Customer's own consent record stays accurate. That acceptance gate is a stronger protection than the notices in (a) and (b), not a substitute for them. Tormano will not use a DPA update to make a change that belongs in these Terms.
19.3 Assignment. Customer may not assign or transfer these Terms or any rights hereunder without Tormano’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets. Tormano may assign these Terms without restriction. Neither party may assign any claims, causes of action, or rights to recover damages under these Terms to any third party, including litigation funding entities, without the other party’s prior written consent.
19.4 Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
19.5 Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.
19.6 Notices. All notices under these Terms must be in writing and sent to: (a) for Tormano: legal@tormano.com; and (b) for Customer: the email address associated with Customer's account. Notices are deemed received upon delivery for email.
19.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
19.8 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
19.9 Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.
19.10 Publicity. Neither party may use the other party's name, logo, or trademarks in any press release, marketing material, or customer list without prior written consent.
19.11 Government Users. If Customer is a U.S. government entity, the Service is provided as “commercial computer software” and “commercial computer software documentation” as defined in DFARS 252.227-7014 and FAR 12.212.
20.1 Coverage. Tormano maintains the following insurance coverage through Hiscox: (a) Commercial General Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate; (b) Professional Liability (Errors & Omissions) insurance with limits of $1,000,000 per claim and $1,000,000 aggregate; and (c) Cyber Liability insurance with limits of $250,000 per occurrence and $250,000 aggregate.
20.2 No Waiver of Limitations. The existence of insurance coverage does not expand, modify, or waive any limitation of liability, disclaimer, indemnification obligation, or other protective provision set forth in these Terms. The aggregate liability cap in Section 13 applies independently of, and is not increased by, the existence or limits of any insurance policy.
20.3 Certificate. Upon written request, Tormano will provide a certificate of insurance evidencing the coverages described in this section.
For questions about these Terms, please contact us at:
F&D Ventures LLC
8401 Mayland Dr #5368
Richmond, VA 23294, USA
Email: legal@tormano.com
Website: https://tormano.com