Thank you for using the Torque360 platform. We are fully dedicated to providing you with services based on our website (the “Website”) and service management Software (the “Software”) that will allow you to manage schedules, create invoices, confirm approvals, manage part orders, and accept debit/credit card payments on the go. These Terms & Conditions (“Terms”) govern your use of the services provided on our Software and which is remotely accessible through our Website, and includes all the text, data, information, software, graphics, and more (collectively the “Service”), and are entered into by you and Torque360 Inc. and/or its Affiliates (collectively “Torque360”, “Provider”, “we” or “us”). By continuing to browse and use the Website and/or the Software, you agree to comply with and be bound by the following Terms, which govern Torque360’s relationship with you in relation to the Terms. The term ‘you’ refers to the user or viewer of our Website, Software, and/or Service.

Acceptance and Variation of Terms

Using our Service through this Website and/or the Software or accessing any part of the Service means you assent to these Terms. We reserve the right to make changes to these Terms at any time without prior notice. You agree to check these Terms periodically for changes. Your use of Torque360’s Service following the posting of changes to these terms and conditions will mean that you accept those changes. IF AT ANY TIME YOU DO NOT ACCEPT ALL THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY DISCONTINUE ACCESSING OR USING THE SERVICE.

Additional terms presented in conjunction with certain programs or features offered by the Service, and certain areas within these and/or other Services (“Additional Terms”), may govern these programs, features, or areas. You must agree to those Additional Terms before using those programs, features, or areas. The Additional Terms and this Agreement, taken together, apply to your use of those programs, features, or areas. If there is an inconsistency between the Additional Terms and this Agreement, the Additional Terms shall control.

You also acknowledge and agree that, unless expressly provided otherwise in these Terms or a separate agreement between you and Torque360, Torque360 does not form any employment or agency relationship with you.

In all activities undertaken pursuant to this Term, you covenant and agree that you will in all material respects comply with such Federal, state, and local laws and statutes as may be in effect at the time of performance and all valid rules, regulations, and orders thereof regulating such activities.

Indemnification

Customer agrees to indemnify and hold Torque360 harmless from claims, damages, or liabilities arising from misuse, breach, or inaccurate data provided by the customer.

Warranties

BY ACCESSING OR USING THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU ARE EITHER AT OR ABOVE THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (B) YOU OWN OR HAVE SUFFICIENT AUTHORIZATION TO USE THE COMPUTER, MOBILE DEVICE, TECHNOLOGY OR OTHER DEVICE YOU USE TO ACCESS THE SERVICES; AND (C) YOU WILL ACCESS AND USE THE SERVICE IN ACCORDANCE WITH THESE TERMS.

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION OR ENTITY (“ORGANIZATION”), THEN YOU AGREE TO THESE TERMS ON BEHALF OF THAT ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” REFERS TO YOU AND THE ORGANIZATION.

Certification of Software Demo

By signing this agreement, the customer certifies that they have received ample opportunity to demo the Torque360 software and fully understand the platform’s benefits, features, and limitations.

Disclaimer

SERVICE IS PROVIDED ON AN “AS IS” AND “WHERE-IS” BASIS, AND TORQUE360 MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, OF ANY KIND RELATED TO THE SERVICE AND THE MATERIALS CONTAINED THEREIN. ADDITIONALLY, NOTHING CONTAINED ON THE WEBSITE AND THE SOFTWARE SHALL BE CONSTRUED AS PROVIDING PROFESSIONAL GUIDANCE OR ADVICE TO YOU. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

Any time estimate for completion of the Service which may be given to you is an estimate only and does not form any obligation under the Terms. Your continued use of the Service constitutes your agreement to all such terms, conditions, and notices, and any changes to the Terms.

Disclosure to Law Enforcement

Torque360 may disclose any customer information to law enforcement agencies without further consent or notification to the customer upon lawful request from such agencies. We will cooperate fully with law enforcement agencies.

License

Subject to the Terms, Torque360 grants you a limited, non-transferable right to use our Service to manage your business operations for the Term unless terminated, provided that you may not use our Service in a resale capacity or process third-party data. Torque360 has all rights, title, and interest in the Service and any materials supplied to you by us.

Additional Orders & Upgrades

These Terms do not permit or entitle you to obtain and use software upgrades (“Upgrades”). You may request to purchase an Upgrade to an existing subscription by submitting a separate order for our approval (such approval not to be unreasonably withheld).

Any added modules, features, users, or upgrades will be billed at the current rates and prorated for the remainder of the Contract Term.

Professional Services

Any professional services, including but not limited to website development, SEO services, custom development, or migration work beyond standard onboarding, shall be billed separately and require written approval.

Intellectual Property Rights

Other than the content you own, under these Terms, Torque360 owns all rights to the intellectual property and material contained in the Service, including on this Website, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website and using the Service. Except as otherwise expressly provided in these Terms, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transfer, or sell any material contained on the website without the prior consent of Torque360.

Limitations

You are expressly restricted from doing any of the following:

 

1. Sell or resell, transfer, distribute, or otherwise exploit or give access to any third party to our Service except as permitted under the Terms to develop your own business;
2. Modify or make derivatives based upon our Service;
3. Create “links” to our Service or “frame” or “mirror” any portion of our Service on any other server or wireless or Internet-based device;
4. Or access our Service in order to

        (a) Build a competitive product,

       (b) Build a product or service using similar functionality, ideas, or graphics incorporated in our service, or

       (c) Copy any functionality, ideas, or graphics represented by or incorporated in our Service.

Resources

Torque360 will provide and operate the cloud-based servers, including our application functionality available to you as provided in these Terms.

Service Availability

Subject to the Terms, Torque360 will use reasonable efforts to provide our Service 24/7. You agree that from time to time our Service may be inaccessible or not possible to use for different reasons, like periodic maintenance procedures or upgrades, service malfunctions, and reasons beyond our control or which are anticipated by us, that might include the interruption or failure of telecommunications or digital transmission links, hostile network attacks, or network jamming, or any other failures. Torque360 will make reasonable efforts to reduce any disturbance, inaccessibility, or inoperability of our Service in connection with these downtimes. Torque360 will not be responsible for any damages or costs incurred, lost profits, if any, that may be incurred due to downtime.

Registration Obligations

You are in agreement to (a) provide true and complete information as asked on the Torque360 Service registration form, (b) maintain and timely update the registration data so that it remains accurate, true, and up to date. If you provide any false information, Torque360 has grounds to suspect that such information is incorrect, inaccurate, or not current and has the right to suspend your account and decline all current or future usage of our Service. You are responsible for safeguarding your own login credentials, and also for all activity occurring on your account. By signing up using social logins such as Facebook and/or Google, you agree to our Terms and Privacy Policy.

Terms and Termination

Your browsing and use of the Website, the Software, and/or the Service will commence the Term and shall continue until it is terminated by either party for breach of its terms. The term of a customer’s subscription shall commence on the applicable subscription start date and continue for the duration specified in the applicable plan description or order form. Unless otherwise stated in writing, subscriptions automatically renew for successive terms unless canceled in accordance with these Terms or the applicable order form.

For violations of the Terms, Torque360 has the authority to terminate your access to our Service. Any violation of your payment obligations or unauthorized use of our service will adjudge to be a material breach of the Terms. We may terminate your account or use of our Service if you breach or otherwise fail to meet the terms within these Terms. You may terminate a subscription to our Service at any time; however, you must pay all amounts due and owing before the termination is effective. Please refer to our ‘Payment and Refund Policy’ above.

Terms of Service Incorporation

This agreement is subject to the Torque360 Terms of Service at https://torque360.co/terms, incorporated by reference. If any conflict exists, this Order Form prevails. Product and support descriptions may be updated periodically.

Deletion of Your Information

Your personal information, as well as any User Content you make available to us, belongs to you. If you wish to delete your information from our system, all you need to do is just contact us. We will confirm your request (to verify that it’s really you), and we will delete your information as promptly as possible. Once your requested information is deleted, we will notify you.

Third-Party Services and Content

You may be offered services, products, and content, websites, advertisements, offers, or information provided by third parties and not by Torque360 (“Third-Party Services”). If you decide to use Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. Torque360 is not responsible or liable for the performance of any Third-Party Services. Further, you agree to resolve any disagreement between you and a Third-Party regarding the terms and conditions of any Third-Party Services with that Third-Party directly in accordance with the terms and conditions of that relationship, and not Torque360. The Service may contain links to Third-Party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Torque360. Such Third-Party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Service to a Third-Party website, our Privacy Policy is no longer in effect. Your browsing and interaction on a Third-Party website, including those that have a link in the Service, is subject to that website’s own terms, rules, and policies.

Contacting Us

Should you have any queries or comments, please don’t hesitate to drop us an email at [email protected] or contact us at +1 (917) 920-6645.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Assignment

Torque360 shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between Torque360 and you in relation to your use of this Website and supersede all prior agreements and understandings with respect to the same.

Order Forms and Priority

Certain subscriptions or services may be governed by one or more order forms or plan descriptions (“Order Forms”). Such Order Forms are incorporated by reference into these Terms. In the event of any conflict between an Order Form and these Terms, the Order Form shall prevail.

Contract Term

This Order Form is a binding 12-month contract beginning on the subscription start date and automatically renews for additional 12-month terms unless written notice is provided 14 days before renewal.

Governing Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes.

YOU MUST FIRST GIVE TORQUE360 AN OPPORTUNITY TO RESOLVE THE DISPUTE IN QUESTION, which is first done by emailing us the following information: (1) Your name, (2) Your address, (3) A written description of your claim, and (4) A description of the specific relief you seek. If Torque360 does not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute as per the governing law & jurisdiction, as enumerated above.

Account Termination

Torque360 reserves the right to cancel customer accounts at any time with or without notice. Providing false or invalid account information may result in the termination of your account.

Account Cancellation

If you would like to cancel your Torque360 account, please reach out to us via email ([email protected]), and we will help you through the process. We will confirm the cancellation of your subscription within 3 business days after receipt of your cancellation request. You should inform us 48 hours prior to cancellation of your account to avoid accidental subscription charges. Torque360 is not responsible for any charges incurred due to the negligence of the customer.

No Refunds and Chargebacks

Torque360 does not offer refunds for subscriptions, onboarding, or digital services. Initiating a chargeback without first contacting Torque360 may result in service suspension, reinstatement fees, and collection actions.

Billing Authorization & Non-Refundable Payments

You authorize Torque360 to charge all applicable subscription fees, taxes, upgrades, and prorated amounts to the payment method on file. All payments are non-refundable unless expressly stated otherwise in writing.

Subscription Term and Auto-Renewal

Unless otherwise stated in an applicable Order Form or plan description, subscriptions to the Service operate on a twelve (12) month term and automatically renew for successive twelve (12) month terms unless canceled in accordance with these Terms.

Certain subscription plans or services may operate on a monthly (one (1) month) term with automatic renewal, as specified in the applicable plan description or order form. For monthly term subscriptions, the customer may cancel at the end of any monthly term by providing written notice to Torque360 at least fourteen (14) days prior to the applicable renewal date. Continued usage or non-usage of the Service does not constitute cancellation. If a timely written notice is not provided, Torque360 may charge an early termination fee equal to two (2) months of renewal charges or USD $200, whichever is lower.

Early Termination / Cancellation

This agreement operates on a 1-month term with automatic renewal. The customer may cancel the agreement at the end of any term by providing written notice at least 14 days before the auto-renewal date. Continued usage or non-usage of the service does not constitute cancellation; only written notice applies. If you fail to provide written notice for cancellation before your renewal date, 2 months of renewal charges/$200 (whichever is lower) would be charged as cancellation fees.

Starter Plan and Turbo Plan Cancellation

Customers subscribed to the Starter Plan or Turbo Plan may cancel their subscription at the end of any twelve (12) month term by providing written notice to Torque360 at least sixty (60) days prior to the applicable renewal date. Continued usage or non-usage of the Service does not constitute cancellation; cancellation is effective only upon written notice. If the customer fails to provide a timely written notice prior to renewal, a cancellation fee of USD $1,200 may be charged.

Starter Plan and Turbo Plan Renewal Pricing

Upon renewal, non-promotional pricing of USD $1,200 will apply to account for inflation, cost changes, or improvements to the platform.

TorquePay Eligibility

Eligibility for TorquePay is subject to underwriting and approval. If an application is declined for financial, underwriting, or risk-related reasons, no refunds shall be issued for subscription, onboarding, or setup fees.

Customer Responsibilities

Customer must maintain accurate business data, payment details, and account access, and is responsible for all actions of authorized users.

Payment

You agree to pay Torque360 fees specified in the plan corresponding to the service level to which you have subscribed through the Service. Torque360 reserves the right to charge fee(s) for the use of the Services at any time in the future, and Torque360 may notify you of such fee(s). Your access to or use of any particular Service does not entitle you to further access or use of such Service without additional charge(s) in the future. We may change the fee for any Service used or unused from time to time and will notify you of such change. By being enrolled and/or registered to use the Service after the fee change takes effect, you accept the new fee.

Changes Site Content and Service

Torque360 reserves the right to revise its Service and Website content at any time without notice.

Proprietary Rights

Torque360 retains all rights, title, and interest in its software, materials, systems, and intellectual property. No ownership rights are transferred.

Limitation of Liability

Torque360’s liability in respect of any single cause of action arising out of or in connection with the Service (whether for breach of contract, tort, including negligence, statute or otherwise at all) shall be limited, to the extent that the cause of action related to our supply of the Service, at our option to (a) supplying the Service again; (b) payment of the cost of having the Service supplied again; or (c) repaying to you any amount that you have paid in respect of the Service.

Torque360 shall not be liable for any claim arising under the Service unless you give Torque360 written notice of any claim within a month of becoming aware of the circumstances giving rise to the claim, or if earlier, one month from the time you ought reasonably to have become aware of such circumstances.

Any data or information that you may have stored on the Software or the Website shall remain your sole responsibility, and we accept no liability for loss or corruption of such data, howsoever caused. It is your responsibility to keep a record of any such data.

Torque360 is not liable for indirect, incidental, or consequential damages, including loss of revenue or data. Total liability is limited to amounts paid during the active contract term.

All representations, conditions and warranties, whether express or implied (by statute or otherwise) as related to in the Terms are excluded to the fullest extent permitted by law.

Torque360 shall not be liable to you for any delay in or failure of performance of our obligations for the Service and the Terms arising from any reason beyond Torque360’s reasonable control. Torque360’s failure to exercise or enforce its rights or the giving of any forbearance, delay, or indulgence will not be construed as a waiver of such rights.