By choosing to sign up as a USER for Toodley.com you are agreeing to the following Terms of Use and Community Standards. Please read carefully as you will be held responsible for these terms.

Community Standards

Guidelines for Toodley Members

Toodley is an open community of learners (children ages 3-18), parents and hosts. We are connected by technology, meeting in person, and united by a desire to help children have an enriching, exciting homeschool experience. All our groups and sessions are offered by independent hosts, who determine the content, format, and price of their own group or session.

While our community is a great source of strength, it may also bring challenges. It is important to us that Toodley is a safe space for our users. Our members should treat each other without bias, prejudice, or favoritism. Here are some guidelines that we ask our members to observe. Toodley members who do not meet these guidelines will be removed from the site.

Host Code of Conduct

  • Offer classes only where you have appropriate background or expertise.
  • Teach classes professionally:
    • Be prepared, begin on time, and treat all learners with respect.
    • Do not teach while impaired by alcohol or drugs, and do not model any behavior that a student age 18 or younger is restricted from doing.
  • Respond promptly to parent questions and requests.
  • Communicate with parents and learners in a professional manner, both in messages and in-class.
  • Keep all communications safe. Be careful what information you share with others. You are responsible for your own safety and Toodley cannot be held liable for others’ behaviors.
  • Adhere to our content policy by only offering age-appropriate and content appropriate classes.
  • Create a safe and welcoming space for learners and families.

Parent Code of Conduct

  • Learners should only attend the group or session under their own enrollment, as themselves. It violates Toodley policy for a learner to use their sibling’s or another learner’s enrollment to attend the group or session.
  • Ask questions of teachers to clarify any missing details about classes.
  • Show up for your class; many classes depend on group conversation, and the absence of a single student can have a big impact.
  • Provide constructive feedback about your class experience, for the benefit of the teacher and other parents.
  • Engage in civil conversation, and speak and act with respect for different opinions.
  • Help keep Toodley a safe space for learners, families, and teachers from all backgrounds and locations.

Learner Code of Conduct

  • Be kind: Help all learners feel welcome and included.
  • Be safe: Keep your personal information private and be careful what personal information you share.
  • Be respectful: Treat others how you want to be treated.
  • Be covered: Wear appropriate clothing online or in person: shirt, pants or shorts (and shoes for in person).

Toodley Code of Conduct

  • We welcome members from all backgrounds and locations.
  • We will listen to feedback from parents, teachers, and learners, and make changes accordingly.
  • We will create and enforce policies to create a high-quality, trusted, and safe community for learning. This may include removing content or users from the platform.
  • We will respond promptly to questions and issues that arise.

Finally, we ask that all members assume the best intentions in others. When something goes wrong, whether it’s a technical glitch, an email without a response, or something else, we ask that you share feedback in a constructive way.

Thank you for your cooperation to make Toodley the most enriching, and exciting learning experience!

Terms of Use Policy

Welcome to Toodley!

Toodley Co., (“Toodley,” “we,” “us,” “our”) provides its services (described below) to you through its website located at toodley.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except those changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

Please read these Terms of Service carefully, as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies, and obligations. The agreement to arbitrate requires (with limited exception) that you submit claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against Toodley on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

When using certain aspects of the Services or using certain Services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, our Privacy PolicyCommunity Standards, and Content Policy. All such terms are hereby incorporated by reference into these Terms of Service.

The Services consist of an online and in person marketplace and platform through which Hosts may offer Groups and Sessions for sale to Parents, and Parents may purchase such Groups and Sessions for the benefit of their children. While Toodley strives to high standards of service, you acknowledge and agree that: (1) Toodley is not a party to any agreements entered into between Hosts and Parents, (2) Toodley only provides certain tools to facilitate the purchase, sale and provision of Groups and Sessions, (3) Parents contract for Groups and Sessions directly with Hosts (4) Toodley is not a broker, agent (except as expressly set forth below) or insurer, and (5) Toodley disclaims all liability for the conduct of Hosts, Parents, or any other Users of the Site or Groups. Different sections of the Site and Terms of Service affect Hosts and Parents differently, so please be sure to read these Terms of Service carefully.

Key Terms

“User” “you” or “your” means a person, organization or entity using the Services, including Parents and Hosts.

“Parent(s)” means a parent or legal guardian who completes Toodley’s account registration process to purchase Groups or Sessions on the Site for the purpose of enrolling their child.

“Host(s)” means a person who completes Toodley’s account registration process to sell Groups or Sessions on the Site.

“Group(s)” means any activity(ies) submitted by a Host for sale on the Site.

Access and Use of the Service

Services Description: Toodley’s Service is an online and in person marketplace for K-12 groups or sessions, designed for Parents to find and book Groups or Sessions for the benefit of their child or children, and for Hosts to market, sell and conduct their Groups or Sessions. As the provider of an online and in person marketplace, Toodley does not own, create, sell, resell, control, or manage any Groups or Sessions. Toodley’s responsibilities are limited to: (i) providing the Site as an online and in person marketplace and platform to facilitate the sale, purchase, and conduct of Groups and Sessions, and (ii) serving as the limited agent of each Host for the purpose of accepting payments from a Parent on behalf of the Host. There are risks that you assume when dealing with other Users (including those who may be acting under false pretenses). While Toodley strives to provide a safe and welcoming environment for its Users, you agree that all of these risks are ultimately borne by you, and not Toodley. Toodley does not control the behavior of Users or the quality of the Groups or Sessions. As a result, Toodley cannot guarantee the authenticity, quality, safety, legality, or appropriateness of the Groups or Sessions.

Your Registration Obligations: You will be required to register with Toodley in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. Be sure that your registration name matches your legal ID so that your identity may be verified. You must be of legal age to form a binding contract to register for the Service (in many jurisdictions, this age is 18). If you are not yet of legal age to form a binding contract, then you must get your Parent to read these Terms of Service and agree to them for you before you use the Service. If you are a Parent and you provide your consent to your child’s use of the Service, then you agree to be bound by these Terms of Service with respect to your child’s use of the Service.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Toodley of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Toodley will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Service: Toodley reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Toodley will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Toodley may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Toodley’s servers on your behalf. You agree that Toodley has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Toodley reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Toodley reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Certain Host Obligations

Marketplace Basics: As a Host, you must provide Toodley with any information requested in order for Toodley to list your Groups or Sessions through its Services including but not limited to a description of the Groups or Sessions and the price for the Groups or Sessions. Toodley has sole discretion as to which Groups or Sessions we list on the marketplace and we reserve the right to reject any Groups or Sessions or remove Groups or Sessions from the marketplace for any reason. Additionally, Toodley has discretion to edit Group or Session descriptions as needed to conform them to our marketplace standards. Toodley has sole discretion as to which Hosts are accepted into the marketplace and we reserve the right to reject any potential Host and remove or suspend any Host from the marketplace for any reason. Toodley may, but is not required to, conduct background checks on and interviews of Hosts in its discretion and solely for its own benefit. As a Host, you agree to provide written and/or electronic consent to such background checks and to participate truthfully in such interviews.

Community Standards: When you join the Toodley community, you agree to follow our policies, including our community standards. Those expectations include thoughtful and professional communications with our community (colleagues, parents, children), modeling appropriate behavior for our learners, and acting professionally. In addition, you agree to use social media, blogs, and other online forums, in an appropriate manner. Inappropriate behavior in any Toodley-affiliated online forum includes, but is not limited to: behavior intended to provoke, bully, demean, or cause harm to others, or to create conflict; or any other posts or content that Toodley, in its discretion, believes to be unconducive to a respectful and welcoming community for all. Inappropriate behavior in any online forum includes, but is not limited to: posting online or speaking to the media on Toodley’s behalf without prior written authorization from Toodley; posts that Toodley, in its discretion, finds to be offensive or inappropriate based on race, sex, age, gender, sexual orientation, gender identity or expression, national origin, disability or medical condition, veteran status, or any other legally protected characteristic; derogatory, disparaging, or disrespectful comments about learners, Hosts, parents, or Toodley staff, even if the target is not identified by name; sharing any private material, communication, or information regarding parents of learners, including but not limited to students’ or parents’ names, photos, conversations, emails, student academic or performance information, screenshots of student work, or any other personal identifying information; posts that may be harmful to Toodley’s ongoing business operations; sharing content that contains or promotes hate speech, threats of violence, or the endangerment of children; and any other violation of Toodley’s community standards.

Learner Safety: Each Host is required to report to Toodley any suspected case of child abuse or neglect they become aware of during their work with Toodley students. Consistent with the Federal Child Abuse Prsessionion and Treatment Act (CAPTA) (42 U.S.C.A. § 5106g), Toodley defines “abuse or neglect” as: “any recent act or failure to act on the part of a parent or caretaker, which results in death, serious physical or emotional harm, sexual abuse or exploitation”; or “an act or failure to act which presents an imminent risk of serious harm.” Hosts may also be required to report suspected abuse or neglect to local authorities, and Toodley expects all Hosts to comply with their individual reporting responsibilities. Toodley itself may report instances of suspected abuse or neglect as it deems appropriate.

Host Responsibilities: Each Host is solely responsible for obtaining all licenses and other permissions required to offer or provide any Groups or Sessions, and Toodley assumes no responsibility for a Host’s failure to obtain such licenses or permissions or otherwise comply with any applicable laws, rules or regulations.

You understand and agree that Toodley is not an insurer, agent or employer for you as a Host. If a Parent purchases any of your Groups or Sessions, any agreement you enter into with such Parent is between you and the Parent, and Toodley is not a party thereto. Notwithstanding the foregoing, Toodley is authorized to serve as your limited agent purely for the purpose of accepting payments from Parents on your behalf and transmitting such payments to you (minus our Fees). You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions while using the Services. With the sole exception of students enrolled in the applicable Group or Session, and/or their Parents, you further agree that you will not share any Group or Session Recordings made available to you by Toodley to any third parties.

To the extent that you are using the Services as a Host, you agree to abide by the terms of our Host Listing Guidelines.

Payment Terms

General: Each Parent agrees to pay all applicable fees for Groups or Sessions (“Enrollment Fees”) as set forth on the Site. All Enrollment Fees are payable in the currency specified on the Site at the time of purchase. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income. Parent hereby authorizes Toodley to bill Parent’s payment instrument upon confirmation of a purchase, and Parent further agrees to pay any charges so incurred. If Parent disputes any charges, you must let Toodley know within sixty (60) days after the date that Toodley charges you.

Host Payment: Toodley will transfer the Enrollment Fees to Host’s Paypal account for each sale of a Group or Session (or set of Groups or Sessions, as applicable) within a reasonable period of time, minus Toodley’s service fees (“Toodley Fee”), according to the schedule and policies detailed in our Submission Terms. In order to transfer funds to Host’s Paypal account, Host shall sign up for a Paypal account. Toodley has discretion to act on behalf of the Parent, and to not transfer the Enrollment Fees to Host, if Parent reports that the Groups or Sessions were not provided or adequately completed. This may include but is not limited to circumstances where a Host did not arrive for a Group or Session or a Group or Session was of insufficient quality. Toodley will independently review such cases, seeking input from the Parent and/or the Host, and may decide at its sole discretion to issue a refund to the Parent. All determinations of Toodley with respect to a refund shall be final and binding on the Parent and Host.

Limited Payment Collections Agent: Each Host appoints Toodley as the Host’s limited payment collection agent solely for the purpose of accepting the Enrollment Fees from Parent. Each User agrees that payment of Enrollment Fees by a Parent to Toodley, as that Host’s limited payment collection agent, shall be considered the same as a payment made directly by such Parent to the relevant Host and the Host will provide the relevant Groups or Sessions to the Parent, as outlined on the Site, as if the Host had received payment directly. Toodley, as limited payment collection agent for the Host, agrees to facilitate the payment of any Enrollment Fees (less the Toodley Fee) for Groups or Sessions pursuant to these Terms of Service unless otherwise agreed between Toodley and the Host. In the session that Toodley does not remit such amounts, the Host will have recourse only against Toodley.

Conditions of Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Toodley. Toodley reserves the right to investigate and take appropriate legal action against anyone who, in Toodley’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

  • email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Toodley, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Toodley or its users to any harm or liability of any type;
  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
  • violate any applicable local, state, national or international law, or any regulations having the force of law;
  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • solicit personal information from anyone in violation of our Privacy Policy;
  • harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
  • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Toodley, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. For the sake of clarity, you acknowledge and agree that Group or Session Recordings constitute Service Content, not User Content. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Toodley from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Toodley, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Toodley.

The Toodley name and logos are trademarks and service marks of Toodley (collectively the “Toodley Trademarks”). Other Toodley, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Toodley. You should not interpret anything in these Terms of Service or the Service to mean that Toodley is in any way explicitly or implicitly giving you any license or right to use any of Toodley Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Toodley Trademarks is only for Toodley’s exclusive benefit.

Third Party Material: Under no circumstances will Toodley be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Toodley may, but is not required to, pre-screen content, and Toodley and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Toodley and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Toodley, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You shall retain any intellectual property rights that you hold in your User Content, and Toodley does not claim any ownership (copyright, trademark, or otherwise) over your User Content. By submitting, posting or otherwise uploading User Content on or through the Services you give Toodley a worldwide, nonexclusive, perpetual, irrevocable, fully sub-licensable, royalty-free right and license as set below:

  • with respect to User Content that you submit, post or otherwise make publicly or generally available via the Service (e.g. public forum posts), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content (in whole or part) worldwide via the Services or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal business purpose; and
  • with respect to User Content that you submit, post or otherwise transmit privately via the Services (e.g. via private lessons or messages with other Users), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and publicly display such User Content for the sole purpose of enabling Toodley to provide you with the Services.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Toodley are non-confidential and Toodley will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Toodley may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Toodley, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Toodley respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Toodley of your infringement claim in accordance with the procedure set forth below.

Toodley will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Toodley’s Copyright Agent at support@Toodley.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: Toodley Co. PO Box 1551, Sharpsburg, GA USA.

To be effective, the notification must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Toodley will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Toodley has adopted a policy of terminating, in appropriate circumstances and at Toodley ‘s sole discretion, users who are deemed to be repeat infringers. Toodley may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Toodley has no control over such sites and resources and Toodley is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Toodley will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, sessions, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Toodley is not liable for any loss or claim that you may have against any such third party.

Indemnity and Release

You agree to release, indemnify and hold Toodley and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TOODLEY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TOODLEY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

YOU ACKNOWLEDGE AND AGREE THAT ANY CRIMINAL BACKGROUND CHECKS CONDUCTED BY TOODLEY ON HOSTS ARE SOLELY FOR ITS OWN BENEFIT. TOODLEY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS ON THE SITE OR SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOODLEY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TOODLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO SESSION WILL TOODLEY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TOODLEY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS

Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Toodley, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Toodley are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND TOODLEY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TOODLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). Nothing in this Paragraph or in this Arbitration Agreement more generally is intended to waive non-waivable rights under the Private Attorneys General Act, Cal. Lab. Code § 2698 et seq.

Pre-Arbitration Dispute Resolution: Toodley is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@ Toodley.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Toodley should be sent to Toodley Co. PO Box 1551, Sharpsburg, GA USA.

(“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Toodley and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Toodley may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Toodley or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Toodley is entitled.

Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org/. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Toodley and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Toodley agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Toodley will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Toodley will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Toodley will pay as much of the Arbitration Fees as the arbitrator deems necessary to prsession the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Service will continue to apply.

Future Changes to Arbitration Agreement: Notwithstanding any provision in this Terms of Service to the contrary, Toodley agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Toodley written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Toodley, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Toodley believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. You agree that Toodley, in its sole discretion, may reject any listing submitted or cancel any listing published for any reason and at any time. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Toodley may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Toodley may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Toodley will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Toodley will have no liability or responsibility with respect thereto.

Toodley reserves the right, but has no obligation, to become involved in any way it deems necessary with disputes between you and any other user of the Service.

General

These Terms of Service constitute the entire agreement between you and Toodley and govern your use of the Service, superseding any prior agreements between you and Toodley with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Georgia without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Toodley agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Coweta County, Georgia. The failure of Toodley to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Toodley, but Toodley may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

Your Privacy

At Toodley, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Toodley Co. PO Box 1551, Sharpsburg, GA USA.

Questions? Concerns? Suggestions?

Please contact us at support@Toodley.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.

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