Torc Website

Terms of Use

Last updated October 31, 2021

The following terms of use (these "Terms of Use") govern your access to and use of the Torc website and mobile application, including any content, functionality and services offered on or through www.opentorc.com or the Torc mobile application (the "Site") by Torc LLC, a Delaware limited liability company with a registered address of 75 State Street, Boston MA 02155 (“Torc"). Torc and any affiliates are collectively referred hereto as "Torc" "we" or "us" and “you" or “user" means you as a user of the Site. These Terms of Use along with our Privacy Policy, any mobile license agreement, and other guidelines or rules posted within our Site (including the Talent Member Agreement upon signing up for a Talent username and account with Torc), collectively “Legal Terms", constitute the entire and only agreement between you and Torc, and supersede all other agreements, representations, warranties and understandings with respect to our Site and the subject matter contained herein.

1. Acceptance of terms

Please read the Terms of Use carefully before you start to use the Site. By using the Site, opening an account or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms of Use, the Talent Member Agreement, found here, and our Privacy Policy, found here, each of which is incorporated herein by reference. If you are entering into these Terms of Use on behalf of a company or other legal entity (“User Entity"), you must have the legal authority to contractually bind such User Entity to these Terms of Use in which case the terms “you" or “your" or “User" will refer to such User Entity. If you lack such legal authority to contractually bind or you do not agree with these Terms of Use or the Privacy Policy, you must not accept these Terms of Use or access or use the Site or content.

2. Legal compliance and eligibility

This Site is offered and available to users who are 13 years of age or older. If you are under 13 you may not use this Site or the Torc services. By using this Site, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

By utilizing our Site you agree that you are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

Additional eligibility requirements and terms and conditions apply to users who sign up for Talent Member accounts per the Talent Member Agreement.

You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Site. Torc reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate, including but not limited to canceling your account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information, as allowed under our Privacy Policy.

3. Updates to these terms of use

Torc reserves the right, at its sole discretion, to change or modify portions of these Terms of Use at any time. Torc will post the changes to these Terms of Use on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Site and content after the date any such changes become effective constitutes your acceptance of the new or revised Terms of Use.

4. Password and security

You may need to set up an account in order to use some of the features of the Site. You may not use a third party’s account without permission. When you are setting up your account, you must give us accurate and complete information. This means that you cannot set up an account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of the Site. You may only set up one account. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.

5. Intellectual property

Torc grants you a non-exclusive, non-transferable, revocable license to access and use our Site strictly in accordance with our Legal Terms. Your use of our Site is solely for the purposes stated within our Legal Terms; any other use is a violation of this license and will result in the revocation of your account.

All rights, title and interest in and to the Site and content will remain with and belong exclusively to Torc. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Site and any content available to any third party, (b) use the Site and content in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Site and content or their related components, or (c) modify, adapt or hack the Site and content to, or try to, gain unauthorized access to the restricted portions of the Site and content or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Site and content, or any other products or services of Torc that are not readily made available to the general public). You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Site and content, except that you may download, display, and print one copy of the publicly available materials (i.e., the content that does not require an Account name or password to access) on any single computer solely for your personal, non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices. You agree not to access the Site or content by any means other than through the interface that is provided by Torc to access the same. You may not use any “page-scrape," “deep-link," “spider," or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Site or any content, or in any way reproduce or circumvent the presentation or navigational structure of the Site or any content, to obtain or attempt to obtain any content or other information through any means not made generally available through the Site by Torc. Torc reserves the right to take any lawful measures to prevent any such activity. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Torc on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

The Site may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Site does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Site is also protected under international copyright laws. The copying, redistribution, use or publication by you of any portion of our Site is strictly prohibited.

6. User content

By posting your information and other content (“User Content") on or through the Site and content, you grant Torc a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Site and content. Torc has the right, but not the obligation, to monitor the Site and content and User Content. Torc may remove or disable any User Content at any time for any reason, or for no reason at all.

We have the right, without compensation to you or others, to serve ads near your content and information. Subject to choices you make within your Torc account, we may also mention your use of a feature of the services, along with your name or photo to promote that feature.

You understand that the operation of the Site, including User Content, may be unencrypted and involve transmission to Torc’s third party vendors and hosting partners to operate and maintain the Site and content. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Torc will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.

You may submit comments or ideas about the Services (“Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any obligation of compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Torc does not waive any rights to use similar or related ideas, including those known or developed by Torc or obtained from sources other than you.

You represent and warrant to Torc that your activity on the Site and Torc’s possession and use of User Content as contemplated in these Terms of Use do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

7. Copyright complaints

We respect the intellectual property of others, and we ask you to do the same. We may, in appropriate circumstances and at our sole discretion, terminate the access of users who infringe the copyright rights of others.

If you believe that your work has been copied and is accessible at our Site in a way that constitutes copyright infringement, or that our Site contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify us by providing our copyright agent the information required by the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. 512.

Our agent for notice of claims of copyright infringement on or regarding this Site can be reached as follows:

BY E-MAIL: GC@opentorc.com

BY MAIL: Torc, LLC

ATTN: General Counsel

75 State Street, Boston MA 02155

Repeat infringers will be blocked from accessing the Site.

8. Termination of access due to violation

Torc may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will cause irreparable harm to Torc, for which monetary damages would be inadequate, and you consent to Torc obtaining any injunctive or equitable relief that Torc deems necessary or appropriate in such circumstances, without limiting Torc’s other available remedies. Further, Torc may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Site or any service offered on or through the Site, or (3) unexpected technical issues or problems.

9. Links to other websites and third party intellectual property

Any information or content expressed or made available by a third party is that of the respective author(s) or distributor(s) and not of Torc. Torc neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Torc’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application, and you use the links and third-party websites on an “as is" and “as available" basis at your own risk without any warranty from Torc for any purpose

10. Warranty disclaimer

Torc reserves the right to change any and all content and features of our Site, at any time without notice. While our Site is currently free to use, we may begin charging for use of all or part of its features at any time, without notice to you. Our Site may be temporarily unavailable from time to time for maintenance or other reasons. Torc assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. Torc is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, Site, failure of email or players on account of technical problems or traffic congestion on the Internet or any combination thereof, including injury or damage to anyone’s computer, mobile phone, or other hardware or Site, related to or resulting from using, uploading, or downloading materials in connection with our Site. Under no circumstances will Torc be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our Site, or for any interactions between Users of our Site, whether online or offline.

OUR SITE IS PROVIDED “AS-IS," “AS AVAILABLE," WITH “ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). OUR SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TORC, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR SITE, OTHER THAN AS SPECIFIED IN OUR LEGAL TERMS. TORC CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR SITE. TORC DOES NOT REPRESENT OR WARRANT THAT OUR SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED PROGRAMS TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR SITE IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU USE OUR SITE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOU, YOUR MOBILE DEVICE OR COMPUTER SYSTEM, OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF INCOME, BUSINESS, PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TORC. OUR SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN OUR LEGAL TERMS.

11. Limitation of liability

Torc and all our affiliates shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from our Site; (b) the unavailability or interruption of our Site; (c) your use of our Site; or (d) any delay or failure in performance of our Site.

TORC AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. TORC AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO WARRANTY, REFUND, OR OTHER RESTITUTION TO YOU WITH REGARDS TO OUR SITE, OTHER THAN AS SPECIFIED HEREIN, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, DELAYS, CANCELLATIONS, STRIKES, GOVERNMENTAL ISSUES, OR FORCE MAJEURE.

IN NO EVENT WILL TORC OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSSES ARISING FROM YOUR USE OF OUR SITE, EVEN IF TORC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TORC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO YOUR CEASING USE OF OUR SITE.

12. General terms

Our Legal Terms shall be treated as though it were executed and performed in Delaware, USA, and shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Site, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of our Legal Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content in our Site conflicts or is inconsistent with our Legal Terms, our Legal Terms shall take precedence. In the event of a conflict within the Legal Terms, the order of precedence shall be, in order of highest priority to lowest priority: any Talent Member Agreement or agreement between Torc and its customers, as applicable, followed by these Terms of Use, the Privacy Policy and then any other terms that comprise the Legal Terms. Our failure to enforce any provision of our Legal Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. The rights of Torc under our Legal Terms shall survive the termination of our Legal Terms.

These Terms of Use and any additions, changes, edits and/or modifications made thereto by Torc cannot be amended except by Torc as set forth above. The failure of Torc to exercise or enforce any right or provision of these Terms of Use will not be a waiver of that right. Any notices to Torc in connection with this agreement will be made by email transmitted to gc@opentorc.com provided that you also send a copy of such notice via nationally recognized carrier to Torc, LLC, 75 State Street, Boston MA 02155.