Resterapp.com is owned by Totoro Technologies Pvt Limited
Resterapp.com (Product of Totoro Technologies Pvt Ltd) ("resterapp", "Totoro", “we,” “us” or “our”) and the person or entity agreeing to these terms (“Customer” or “you”) would like to set out the general terms and conditions for (i) you to access and use the ResterApp Services and provide Customer Data to ResterApp (ii) and ResterApp to provide the Services to you and use the Customer Data when performing the Services.
BY CLICKING ACCEPT, BY USING THE SERVICES OR BY PAYING ANY INVOICE REFERENCING THESE TERMS, YOU ARE AGREEING TO THE TERMS IN THIS AGREEMENT. Customer and ResterApp agree that this Agreement along with Customer’s order for the Services (whether submitted through our website or executed as a separate document, an “Order”) is effective on the date Customer orders the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to the Agreement and the term “Customer” or “you” will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with the Agreement, you MUST NOT accept these terms and you may not access or use the Services.
In addition to the terms otherwise defined in this Agreement or an Order, the following terms have the definitions below:
1.1. "Customer Data” means any content, data, information or material that is recorded by, submitted to or stored by, the Services, including, but not limited to, Personal Data.
1.2. “Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, as first and last name, home address, billing address, or other physical address, email address, telephone number and Sensitive Data, if any.
1.3 “Sensitive Data” means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, (b) any information that, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act
1.4. “Services" means the content, features, functionality, tools, data, software applications and APIs provided by ResterApp via https://app.resterapp.com and/or other designated websites as described in the User Guide, that are ordered by Customer in an Order, as updated from time to time.
1.5. "User Guide" means the online user guide for the Services accessible at https://resterapp.com/docs/, as updated from time to time.
1.6. "Users" means individuals who are authorized by Customer to use the Services, for whom subscriptions to the Services have been purchased under an Order, and who have been supplied user identifications and passwords by Customer (or by ResterApp, at Customer’s request). Users may include Customer’s employees, consultants, contractors and agents or third parties with which Customer transacts business.
4.2. Non-Use. Receiving Party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own most important confidential information. Receiving Party agrees (i) not to use any Confidential Information of Disclosing Party for any purpose except to perform its obligations or exercise its rights under this Agreement and (ii) not to disclose any Confidential Information of Receiving Party to third parties or to such party's employees, officers, agents, contractors or other representatives (“Personnel”), except to those Personnel of Receiving Party who need or have access to such Confidential Information in order to perform works in connection with this Agreement and are subject to confidentiality obligations consistent with those of this Agreement.
4.3. Exceptions. Disclosing Party agrees that these confidentiality obligations will not apply to any information that Receiving Party can document (i) is or becomes generally available to the public; (ii) was in its possession or known by it prior to receipt from Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; and/or (iv) was independently developed without use of any Confidential Information of Disclosing Party. Nothing in this Section 4 precludes either party from disclosing the other party’s Confidential Information as required by law or a legal process, provided that such party (a) gives the other party prior written notice sufficient to permit the other party to contest the disclosure or seek a protective order (or other confidential treatment) and (b) reasonably cooperates with the other party in limiting the disclosure. In addition, a party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to any or all of the following: (1) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence, (2) the party’s outside accounting firm, or (3) the party’s outside legal counsel.
4.4. Return of Confidential Information. Promptly following the earlier of (i) the expiration or earlier termination of this Agreement, or (ii) the request of Disclosing Party, Receiving Party will return to Disclosing Party, or destroy, all Confidential Information that are in written, electronic or other tangible form (including, without limitation, all written or printed documents, notes, memoranda, email, or computer memory, whether or not prepared by Receiving Party) to the extent containing or summarizing any portion of the Confidential Information, including, without limitation, all copies and extracts of such Confidential Information. In addition, upon the request of Disclosing Party, Receiving Party will certify to Disclosing Party in writing Receiving Party’s and its Personnel’s compliance with its obligations pursuant to this Section 4.4.5. Equitable Remedies. Receiving Party acknowledges that in the event of a breach of this Section 4 by Receiving Party, substantial injury could result to Disclosing Party and money damages will not be a sufficient remedy for such breach. In the event that Receiving Party engages in, or threatens to engage in any act which violates any provision of this Agreement, Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement. Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief. 4.6. Redundancy. Notwithstanding anything to the contrary in this Agreement, (i) ResterApp may retain Confidential Information after termination of this Agreement for such period of time agreed to by Customer and ResterApp, (ii) to the extent that ResterApp is required by law to maintain copies of Confidential Information, Customer Data, or records related to disclosure or handling of Confidential Information, ResterApp will be under no obligation to destroy such information, (iii) ResterApp will be permitted to retain such information, as ResterApp reasonably determines necessary to demonstrate to Customer or any regulatory authority, ResterApp's compliance with this Agreement or any applicable law or regulation, and (iv) ResterApp will be permitted to retain such information in automatically created data backups, provided that ResterApp complies with its non-disclosure and non-use obligations under this Section 4 with respect to such information. At such time as ResterApp's basis for retaining such information ceases to exist, ResterApp will destroy such information as set forth above.
1. License, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way.
2. Modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services.
3. Reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.
4. Modify, remove or obstruct any proprietary rights statement or notice contained in the Services.
5. Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws.
6. Send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
7. Attempt to gain unauthorized access to the Services or its related systems or networks.
8. Access the Services if you are a direct competitor of ResterApp, except if ResterApp agrees in writing before you access the Services.
9. Use the Services in excess of the number of sessions selected in the applicable Order.
10. Provide false identity information to access or use the Services.Customer is responsible for all activities occurring on any User’s account, including any liability to the extent arising from use of any such account by the appropriate User or any other individual. Customer agrees to comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s and its User’s use of the Services, including those related to data privacy. Customer is responsible ensuring that its Users comply with all applicable terms within this Agreement, and is liable for any non-compliance or misuse of the Services by its Users. Customer agrees that it will promptly notify ResterApp of any violation or suspected violation of this Agreement or any actual or suspected data or security breach. ResterApp reserves the right to review information posted by Users to ensure that it complies with this or any other section of this Agreement, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with this Agreement and/or applicable law.
7.2. Customer IP. Except as set forth in this Agreement, this Agreement does not give ResterApp any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.
9.2. Taxes. The fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order. If ResterApp has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 9, ResterApp will invoice Customer and Customer will pay that amount unless Customer provides ResterApp with a valid tax exemption certificate authorized by the appropriate taxing authority.
9.3. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other Agreement with ResterApp is ten (10) or more days overdue, ResterApp may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such Order so that all such obligations become immediately due and payable, and suspend any and all services until such amounts are paid in full. Customer will continue to be charged fees during any period of suspension. If Customer or ResterApp initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account. Any use of the Services in violation of the Agreement by Customer that in ResterApp’s reasonable judgment threatens the security, integrity or availability of ResterApp’s services or that of its other customers, may result in ResterApp’s immediately suspending the Services.
9.4 Refunds and cancellations. All the subscription billing is done in
10.2. Termination for Breach. Either party may terminate this Agreement or any Order at any time by giving written notice to the other party in the event that the other party is in breach of any of its obligations under this Agreement or any Order and fails to remedy such breach within thirty (30) days after written notice from the other party.
10.3. Termination for Convenience. Customer may terminate an Order for convenience only if all fees have been paid to ResterApp in respect of the then-current Initial Term or Renewal Term, as applicable. If Customer’s Order allows for payment on a monthly basis, then Customer may only terminate such Order for convenience upon payment in full of the amount remaining for the annual term of the Order. For the avoidance of doubt, no refunds will be provided in the case that Customer terminates for convenience.
10.5. Post Termination Obligations. Upon expiration or termination of this Agreement for any reason, ResterApp may terminate the Services at any time. ResterApp will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. All of Customer’s payment obligations are non-cancelable and all amounts paid by Customer are non-refundable, except in the event of a termination by Customer for ResterApp’s breach of the Agreement as set forth in Section 10.2 above, in which case ResterApp shall refund amounts already paid in respect of Services that have not yet been provided as of the effective date of such termination. Sections 1, 4, 7, 9, 10.5, 11.2, 12, 13 and 15 through 18 will survive any termination or expiration of this Agreement. All other rights and obligations will be of no further force or effect. Termination will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Furthermore, termination of this Agreement by a party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law.
11.2. DISCLAIMER. RESTERAPP DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES RESTERAPP MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR THE LOSSES THAT MAY OCCUR FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND RESTERAPP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12.2. Procedure for Handling Indemnification Claims. In the event of any Claim, ResterApp will give prompt notice of any such Claim to Customer; provided that the failure to provide such notice will not relieve Customer of its obligations unless such failure prejudices Customer’s ability to defend the Claim. Customer will be entitled, if it so elects in a notice promptly delivered to ResterApp, to immediately take control of the defense, settlement and investigation of any Claim and to employ and engage attorneys reasonably acceptable to ResterApp to handle and defend the same, at Customer’s sole cost. ResterApp will cooperate in all reasonable respects, at Customer’s cost and request, in the investigation, trial and defense of such Claim and any related appeals. Customer will not consent to the entry of any judgment or enter into any settlement with respect to a Claim without ResterApp’s prior written consent, which may be withheld in its sole discretion. ResterApp may also, at its own cost, participate through its attorneys or otherwise in such investigation, trial and defense of any Claim and related appeals.
12.3. CUSTOMER (ON ITS OWN BEHALF AND ON BEHALF OF ANY PERSON OR ENTITY AUTHORIZED TO USE THE SERVICES BY CUSTOMER) COVENANTS NOT TO SUE OR MAKE OR ASSERT AGAINST RESTERAPP ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED BY RESTERAPP UNDER THIS AGREEMENT.
17.2. No Third Party Beneficiaries. This Agreement will be binding upon and inure solely to the benefit of the parties. The parties intend that there will be no third party beneficiaries under this Agreement, and that no person or entity, except the parties, will have any rights or remedies under this Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise.
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