TOGZG END USER LICENSE AGREEMENT

This is a legally binding agreement between you (either an individual or a single entity), referred to herein as “YOU”, and TOGZG LLC, referred to herein as “TOGZG”. This License Agreement applies without limitation to the website currently located at the domain togzg.com and any other version of the foregoing, and/or any content delivered via any storage media. This software entitled Togzg.com and all documents and materials included in it are referred to herein as the “CONTENT”.

Accessing, downloading and/or using all or any portion of any CONTENT from TOGZG confirms your acceptance of these terms and forms a legal contract between you and TOGZG.

TOGZG RESERVES THE RIGHT TO CHANGE ANY OF THE TERMS OF THIS AGREEMENT AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH CHANGES. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS, AS MAY BE AMENDED, DO NOT DOWNLOAD OR USE ANY CONTENT.

Accessing, registering, or using all or any portion of the CONTENT indicates your acceptance of all the terms and conditions of this End-User License Agreement referred to herein as “EULA” and that this agreement is equivalent to a written agreement signed by you. This agreement is enforceable against you and any legal entity that obtained the CONTENT and on whose behalf it is used. If you do not agree to the terms of this agreement, please do not use this CONTENT.

IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS CONTENT IN HARD COPY, DIGITAL FORM OR ANY OTHER MEDIUM WHETHER EXISTING OR NOT YET EXISTING, EXCEPT AS SPECIFICALLY PERMITTED BELOW.

The use of this CONTENT is governed by the terms and conditions set forth herein. Please read them carefully. This EULA is applicable to all of the documents included in the CONTENT. You are deemed to have read, understood, and accepted the terms of this EULA when you access or use the CONTENT.

TOGZG permits you to download, install, use, or otherwise benefit from the functionality or intellectual property of the CONTENT only in accordance with the terms of this EULA.

PROPRIETARY RIGHTS. TOGZG and its suppliers retain all title, ownership, and intellectual property rights in the CONTENT, including but not limited to all supporting documentation, files, marketing material, images, and multimedia. The CONTENT is protected by copyright and other intellectual property laws and by international treaties. The CONTENT may include security measures designed to control access and prevent unauthorized copying and use. You agree not to interfere with any such security components. Use of third-party material included in the CONTENT may be subject to the terms and conditions typically found in the party’s own license agreement.

LIMITED LICENSE. You are granted a perpetual, limited, non-exclusive, non-transferable license to use the CONTENT for the ALLOWED USAGE (3). You are not allowed to use the CONTENT except for that which is specifically listed in section ALLOWED USAGE (3).

ALLOWED USAGE. Subject to the restrictions and limitations described under NOT ALLOWED USAGE (4), the following are “allowed usages” of CONTENT:

• Create derivative works or modifications from the CONTENT, provided that such works are not intended to be re-sold or published publicly for free distribution, in editable format.
• Not for sale or license: Advertising, brochures, promotional collateral, promotional projects, included printed materials, packaging, presentations, video presentations, commercials, promotional cards, postcards.
• Banners (physical print), posters (physical print) and any other reproduction specified in (b.) above, but not for sale, license, or other distribution.
• Professional, business, personal, educational presentations that may be viewed by a public audience, within a learning or e-learning platform, internal network, or any other content delivery platform that can be sold or licensed to the audience, provided that copyright credit is given to TOGZG for the creation of the CONTENT used, if and only if the purpose of the redistribution or sale is not the purpose of gaining access to the CONTENT specifically.
• Publishing of entertainment applications, such as books, book covers, e-books, magazines, newspapers, editorials, newsletters, posters and videos, multimedia broadcast, provided that credit is given to TOGZG for the creation of the CONTENT used.
• Use the CONTENT for corporate or business identity, logo, or branding. Note: If TOGZG CONTENT is used for the creation of business or corporate identity, logo, or branding with the purpose of trademark, register, or copyright, the derivative result will be of shared ownership with TOGZG unless written approval between TOGZG and the requesting entity for establishing own rights over the CONTENT.
• Online or electronic publications, including websites and web pages (personal and professional use), blogs (personal and professional use) provided that credit is given to TOGZG for the creation of the CONTENT which was used and as long as the CONTENT is not being licensed, redistributed, or resold. Note: In case questions exist over the use in this clause, please contact TOGZG for specific examples or analysis of the intended use situation.
• Any other uses approved in writing by TOGZG. Note: To request written permission for a specific use of CONTENT please contact TOGZG through the contact section provided by the SOFTWARE.
• Modify the CONTENT to fit your own needs and the contractual relationship you are entering.

NOT ALLOWED USAGE.

• Copy or reproduce the CONTENT, except as specifically provided for in Section ALLOWED USAGE (3).
• Sell, distribute, sub-license, transfer or assign the CONTENT or rights to the CONTENT.
• Use or display the CONTENT on websites or web pages (or similar) to induce or involve the sale, license, or other distribution of physical products, including postcards, mugs, t-shirts, posters, and other items.
• Use, display, incorporate or bundle the CONTENT on any product that results in a re-distribution or re-use of the CONTENT on websites or web pages (or similar) to induce or involve the sale, license, or other distribution of digital products including presentation templates, website templates, website designs, stock images (this includes custom designed websites).
• Use the CONTENT in design template applications intended for resale, online or not, including without limitations, website templates, Flash, Applets, business card templates, electronic greeting card templates, brochure templates, and any editable document template.
• Use the CONTENT in any posters, banners, or printed media (in any physical support) for resale, license, or other distribution for profit.
• Remove any copyright, trademark, or watermark from any place in the CONTENT.
• Use the CONTENT in any way that could be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
• Use the CONTENT to compete with TOGZG.

CONFIDENTIALITY. Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes, or procedures or any other confidential, financial, or business information of the other party, which it learns during the course of its performance of this EULA, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this EULA.

NON-TRANSFER OF RIGHTS. You may not rent, lease, sell, sublicense, assign or transfer your rights in the CONTENT.

PUBLICITY. You shall not refer to the existence of this EULA in any press release, website, advertising, or any publicly distributed or accessible material, without the prior written consent of TOGZG.

LIMITATION OF LIABILITY. EXCEPT AS REQUIRED BY LAW, TOGZG AND ITS EMPLOYEES, DIRECTORS, LICENSORS, CONTRIBUTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS EULA OR THE USE OF OR INABILITY TO USE THE CONTENT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. TOGZG’S LIABILITY UNDER THIS EULA IS LIMITED TO THE RESTORATION OF ACCESS TO DOWNLOADABLE CONTENT CONTAINING THE CONTENT AND WILL NOT EXCEED FIVE DOLLARS (US$5.00).

DISCLAIMER OF WARRANTY. YOU ACCEPT THE CONTENT “AS IS” AND WITH ALL FAULTS (IF ANY). TOGZG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TOGZG MAKES NO WARRANTY OR REPRESENTATIONS WHATSOEVER REGARDING THE CONTENT AND YOUR USE OF IT, OR THE SUITABILITY OF THE CONTENT TO MEET YOUR SPECIFIC NEEDS. THE CONTENT IS DETAILED, BUT GENERIC IN FORM. THERE MAY BE LAWS APPLICABLE IN YOUR STATE/PROVINCE/COUNTRY THAT NEED TO BE ADDRESSED IN ANY FINAL CONTENT.

VIOLATIONS OF THIS EULA. TOGZG reserves all rights not specifically granted to you above. TOGZG will have the right to proceed against you in the event that you infringe against TOGZG’s rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that TOGZG’s damages in the event of your violation of this EULA will be substantial and that TOGZG will suffer irreparable harm in such event. As such, TOGZG shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.

TERMINATION. TOGZG shall have the sole and exclusive right to immediately terminate this EULA and suspend your license to use the CONTENT should you fail to perform any obligation required under this EULA, engage in activity that TOGZG deems harmful to its well-being or if you become bankrupt or insolvent. This EULA takes effect upon your use of the CONTENT and remains effective until terminated. Upon termination of this EULA by TOGZG, you shall return to TOGZG the original and all copies of the CONTENT including partial copies and modifications. YOU can terminate this EULA by destroying the CONTENT downloaded, any digital storage or accompanying materials, and ceasing all use of the CONTENT for any purpose. An active TOGZG subscription is NOT REQUIRED to keep this EULA effective. YOU may continue to use the CONTENT under this EULA if your account should expire. You will not be permitted to access additional CONTENT if your account should expire.

WAIVER & SEVERABILITY. TOGZG’s waiver of any breach of this EULA shall not constitute an amendment to this EULA or TOGZG’s waiver of subsequent breaches. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of this EULA, which will remain valid and enforceable according to its terms.

ELECTRONIC NOTICES. You consent that TOGZG may provide you with information and notices regarding the CONTENT and TOGZG via the email address you designate when registering your account or thereafter. TOGZG may provide notices to you via (i) email if you have provided TOGZG with a valid email address, or (ii) by posting the notice on the TOGZG website or the CONTENT download site which TOGZG owns and operates. You may withdraw your consent for electronic notices.

AMENDMENTS. TOGZG reserves the right to unilaterally amend all offers, pricing terms or other matters pertaining to the CONTENT, TOGZG’s website or this EULA. No course of dealing or trade usage shall be deemed to amend the terms of this EULA.

COMPLETE AGREEMENT. This is the entire EULA between TOGZG and you relating to the CONTENT and it supersedes any prior representations, discussions, undertakings, warranties, communications or advertising relating to the CONTENT.

For inquiries please contact:

Address: 169 Madison Ave Ste 2651 New York, NY 10016, United States.
Phone: +1 (302)932-6480
Email: zhigang@togzg.com

December 2023