These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Customer," "you," or "your") and TOF, Inc. ("TOF," "we," "our," or "us") governing your access to and use of the TOF platform, APIs, data products, and related services (collectively, the "Services").
By accessing or using the Services, creating an account, or clicking "I agree" (or similar), you agree to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Services.
Enterprise customers with a separately executed Master Services Agreement or Data License Agreement: those agreements govern your use of the Services to the extent they conflict with these Terms.
TOF provides a data platform that includes identity resolution, data enrichment, audience segmentation, campaign activation, and related services. The specific Services available to you depend on the subscription plan or order form you have executed with TOF.
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, though we will use reasonable efforts to provide advance notice of material changes to paid subscribers.
To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
You may grant access to the Services to employees and contractors acting on your behalf ("Authorized Users"), subject to any seat or user limits in your subscription. You are responsible for ensuring all Authorized Users comply with these Terms.
You must notify us immediately at security@tof.io if you suspect unauthorized access to your account. We are not liable for any loss or damage arising from unauthorized account access where you have not notified us promptly.
You agree to use the Services only for lawful purposes and in compliance with these Terms. You may not:
Data accessed through the Services ("TOF Data") may only be used for the purposes expressly authorized in your subscription plan or order form. Permitted uses generally include marketing, advertising targeting, identity verification, and analytics within your own business operations.
You may not use TOF Data for:
You retain all rights to data you upload, submit, or provide to TOF ("Customer Data"). You grant TOF a limited license to process Customer Data solely to provide the Services. TOF will not use Customer Data for any other purpose without your consent.
TOF retains all right, title, and interest in and to the Services, including all software, algorithms, models, interfaces, and documentation. Nothing in these Terms transfers any ownership rights in the Services to you.
Subject to your compliance with these Terms and payment of applicable fees, TOF grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription term.
You retain ownership of all Customer Data and any derivatives created solely from Customer Data without use of TOF's proprietary models or data.
Each party may disclose to the other certain confidential or proprietary information ("Confidential Information"). The receiving party agrees to: (a) hold Confidential Information in strict confidence using at least the same care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for purposes of performing obligations or exercising rights under these Terms.
API keys, pricing, and non-public platform features are considered TOF Confidential Information. Customer Data is considered Customer Confidential Information.
Fees for the Services are set forth in your order form or subscription plan. Unless otherwise stated, fees are due in advance and are non-refundable. TOF reserves the right to suspend access to the Services if payment is not received within 30 days of the due date.
TOF may adjust pricing with 60 days' written notice prior to the start of a renewal term. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.
You are responsible for all taxes, duties, and government charges arising from your use of the Services, excluding taxes on TOF's net income.
These Terms are effective from the date you first access the Services and continue until terminated. Your subscription term is specified in your order form; subscriptions automatically renew unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
Either party may terminate for material breach upon 30 days' written notice if the breach is not cured within the notice period. TOF may terminate or suspend your access immediately if you breach the Acceptable Use or Data Use restrictions in Sections 4 or 5.
Upon termination, your right to access the Services ceases immediately. Sections that by their nature should survive termination (including confidentiality, IP, disclaimers, limitation of liability, and dispute resolution) will survive.
TOF warrants that the Services will perform materially in accordance with applicable documentation during your subscription term. As your sole remedy for breach of this warranty, TOF will use reasonable efforts to correct material non-conformities or, if correction is not feasible, provide a pro-rated refund for the affected period.
Except as expressly stated above, the Services are provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy of data. TOF does not warrant that the Services will be uninterrupted, error-free, or that any specific results will be obtained from use of the Services.
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, arising out of or related to these Terms or the Services, even if the party has been advised of the possibility of such damages.
TOF's total cumulative liability to you for all claims arising out of or related to these Terms or the Services will not exceed the greater of (a) the fees paid by you in the 12 months preceding the claim, or (b) $1,000 USD.
You agree to indemnify, defend, and hold harmless TOF and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services in violation of applicable law; (c) your Customer Data; or (d) any claim by a third party arising from your use of TOF Data in violation of these Terms.
These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions.
Before initiating formal proceedings, the parties agree to first attempt to resolve disputes informally by contacting legal@tof.io. If the dispute is not resolved within 30 days, either party may proceed to binding arbitration.
Any dispute not resolved informally will be settled by binding arbitration administered by JAMS in New York, NY, under its Streamlined Arbitration Rules. The arbitrator's award will be final and may be entered as a judgment in any court of competent jurisdiction. Claims must be brought in an individual capacity; class actions are not permitted.
Questions about these Terms should be directed to: