Terms & Conditions

TOGGLE TERMINAL SERVICE AGREEMENT

This Toggle Terminal Service Agreement (“TSA”) describes the terms and conditions through which you are subscribing to the Toggle Terminal (the “Terminal”) and all services provided through it. The date that you subscribe to the Terminal is the date that this TSA applies to you, and it guides what you can and cannot do with anything you access via the Terminal’s services we provide (the “Effective Date”). The TSA is an agreement between Knabble, Inc. (dba Toggle) (which is what we mean when we say “Toggle”, “we”, “us” or “our”), and you as the subscriber to the Terminal (“Customer” or “you”). Each of Toggle and Customer may be referred to individually as a “Party” and collectively as the “Parties”. Additionally, whether or not a person has subscribed to the Terminal, any person that uses or accesses the Terminal is agreeing to be bound by this TSA as if they were the Customer. If you are an entity or organization interested in a Terminal license for multiple users, please contact partnerships@toggle.ai for pricing and license information. The Terminal is a powerful, natural language and intelligent research and analysis engine that pairs state-of-the art analytics, extensive datasets, and proprietary generative artificial intelligence available as software-as-a-service. By subscribing to the Terminal on the terms set forth in this TSA, you are entering a binding legal contract to abide by the terms and conditions described herein. Depending on the jurisdiction where you reside, or where a certain jurisdiction’s laws apply to you and your use of the Terminal, you may have certain rights that cannot be limited by a contract like this TSA. The TSA’s terms are in no way intended to limit such rights.

Agreement and Conflicting Terms. This TSA consists of the body of this document and any other referenced terms and conditions you agreed to at the time you subscribed to the Terminal. If there is any conflict between this TSA and any other terms and conditions referenced, this TSA controls.
Services and Access License.

a) Access to Services. Subject to the terms of this TSA, Toggle will provide Customer access to the Terminal’s services as described herein (the “Services”) for one year from the date of subscription and any subsequent annual renewal periods (the “Term”) solely for use by Authorized Users (defined below). For each such Term, Toggle hereby grants a non-exclusive, non-transferable license to Customer, for Customer to access and use the Services as described herein.

b) “Toggle Content” means any and all information and data contained on or accessible through the Services, including third-party data.

Authorized Users. Authorized users of Services are natural persons (not corporations or any entity of any type whatsoever) that are subscribing to the Terminal to use the Services for internal research and analysis purposes only. By subscribing to the Terminal, you are attesting that you are not: (i) an employee of any company or entity that is attempting to develop services that are similar to or competitive with the Services or the Terminal; (ii) you are not an employee of any bank or similar lending entity; (iii) you are not an employee of a wealth management or asset management entity except a solo practice; and (iv) you are not an employee of an entity that has an existing enterprise-level Terminal agreement with Toggle that doesn’t already include you as an Authorized User. Customer shall not permit anyone other than an Authorized User to access Services. Nothing in this TSA imposes on Toggle an obligation to supervise or monitor use of the Services.
Fees and Payments. Customer shall pay the fees set forth at the time of subscription and in accordance with the terms thereof. Toggle may suspend the Services if Customer does not pay outstanding balances promptly. Prior to the beginning of any renewal period, Toggle will notify Customer of any change in the annual subscription fee for access to the Terminal.
License and Use Restrictions.

a) License Restrictions. Customer shall not, and shall not permit any person or entity to: (i) use the Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity that is not an Authorized User, (ii) redistribute any part of the Toggle Content except as expressly permitted in this TSA or through any built-in sharing or distribution features within the Terminal, (iii) use the Services or any information acquired from or based on the Services or Toggle Content to create products or services intended to compete with or replace the Services, (iv) attempt to recreate or obtain any of the raw data comprising any Toggle Content; (v) alter or make derivative works of the Terminal; (vi) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from the Terminal; (vii) use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other Applicable Laws; (viii) introduce in or to the Terminal any virus, malware, or any other malicious code or program, or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Services, alter, damage or delete any data or retrieve or record information about the Services; and/or (ix) act in a fraudulent, tortious malicious, or negligent manner when using the Services.

b) Specific Conduct. Certain features of the Terminal may allow Authorized Users to input language, create labels, lists, categories, input words or phrases while using the Services (“User Language”). Certain Services may allow Authorized Users to save User Language on their dashboards, combine it with Toggle Content and visualizations, as well as export it or share it with others. Toggle may suspend Services access temporarily or permanently to any Authorized User that uses User Language of the following types: i) Hateful references: Behavior or Content that references forms of violence or violent events where a protected category was the primary target or victims, where the intent is to use such content to harass, offend, or otherwise use such content in any manner that isn’t consistent with research and analysis of financial markets within the context of the Terminal. Attempting to exploit Toggle’s generative artificial intelligence using or attempting to generate hateful or offensive content is also prohibited. ii) Incitement: Behavior or Content targeting individuals or groups of people belonging to protected categories under the law is prohibited. Such behavior includes but is not limited to inciting fear, promoting fearful or hateful stereotypes, attempting to deliberately mislead others with false or misleading information, or inciting others to engage in any behavior in violation of the permitted use and license herein. iii) Disparaging: Behavior or Content disparaging Toggle, Toggle customers, or any other person or entity affiliated with Toggle. The forum for discontent with any of the foregoing is Toggle’s customer support, a customer’s support line, or a forum unrelated to the Services. iv) Unlawful Acts: Any use of the Services in violation of Applicable Laws is prohibited.

c) Retained Rights. Toggle retains all rights and remedies afforded under the copyright, trademark, service mark, patent, and other laws of the United States and the States thereof, including without limitation any laws designed to protect proprietary or confidential information. This TSA is not a waiver of any such rights, including rights that would survive termination of this TSA.

Confidentiality. The Services provided by Toggle, and the systems used to provide the Services are considered Confidential Information, subject to Section 7 (Public Information). “Confidential Information” shall mean, any confidential, proprietary and nonpublic information in written, electronic, verbal or any other form which is related, directly or indirectly, to the Services and disclosed or made available after the Effective Date by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) (or to any Representative of the Receiving Party). As used herein, a Party’s “Representatives” shall mean the directors, officers, employees, agents, partners, attorneys, accountants and advisors of such Party or such Party’s affiliates.
Public Information.

a) The following types of information shall not be considered Confidential Information:

i) Information that was a matter of public knowledge prior to the time of its disclosure under this TSA or became a matter of public knowledge after the time of its disclosure under this TSA through means other than an unauthorized disclosure resulting from an act or omission by the Receiving Party;

ii) Information that was independently developed or discovered by the Receiving Party without reference to the Disclosing Party’s Confidential Information;

iii) Information that becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not, to the Receiving Party’s knowledge, bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information;

iv) Information that was already in the possession of the Receiving Party or its Representatives at the time it was disclosed or made available to the Receiving Party or its Representatives by the Disclosing Party, provided that such Confidential Information was not known by the Receiving Party or its Representatives to be subject to obligations of confidentiality.

Confidentiality Obligations.

a) With respect to Confidential Information, the Receiving Party shall:

i) Maintain the Confidential Information in confidence, using at least the same degree of care in safeguarding the Disclosing Party’s Confidential Information as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection;

ii) Restrict disclosure of the Confidential Information solely to those of its Representatives with a “need to know” (“Permitted Representatives”), where a “need to know” means that the Representative requires the Confidential Information in order to facilitate compliance with the terms of, or exercise rights under, this TSA;

iii) Advise Permitted Representatives who gain access to Confidential Information of their obligations with respect to the Confidential Information;

iv) Make only the number of copies of the Confidential Information necessary to disseminate the Confidential Information to Permitted Representatives or use the Services according to permitted uses; and

v) Ensure that all confidentiality and proprietary notices set forth on the Confidential Information are reproduced in full on such copies.

b) The Receiving Party shall, and shall cause its Representatives to, within five (5) days after any termination of this TSA return all Confidential Information, including all copies thereof, to the Disclosing Party or, unless prohibited by law, destroy all such Confidential Information and certify the same in writing to the Disclosing Party; provided, however, that the Receiving Party shall have the right to retain a copy of the Confidential Information for audit or regulatory compliance purposes.

c) The obligations of this Section 8 (Confidentiality Obligations) shall not apply to any Confidential Information that is required to be disclosed pursuant to Applicable Laws (as determined in good faith by Receiving Party’s legal counsel), or with an order of a court or other governmental or regulatory body having jurisdiction or any other legal requirement or process. Should such disclosure be required, the Receiving Party will notify the Disclosing Party in writing of such requirement (if permitted to do so) so that the Disclosing Party may seek a protective order or injunctive relief at its own cost and expense. In such disclosures, the Receiving Party will only disclose that portion of the Confidential Information that is legally required to be disclosed (as reasonably determined by the Receiving Party’s legal counsel).

Toggle Intellectual Property and Content. Toggle or its data providers and other licensors own and will retain all right, title and interest in and to the Terminal, Toggle Content and all intellectual property rights therein. Customer acknowledges and agrees that Customer shall not obtain or claim any ownership interest in the Terminal or Toggle Content, or any portion thereof, or any intellectual property rights therein, including without limitation, analytics software, graphical user interfaces, interactive publications (including without limitation any content such as Toggle’s “Daily Brief” or similar periodicals subscribed to that may be delivered to the Customer via email or a channel outside of the Terminal dashboard); and proprietary data including but not limited to data in databases accessible through the Services. Terminal, Toggle Content, and any customization, modification, releases and additional optional modules developed and provided by Toggle, shall be and remain the property of Toggle and its applicable third party data providers and licensors, subject to the limited license and use set forth in the TSA. Customer agrees and acknowledges that the Terminal and Toggle Content contain the valuable trade secrets and proprietary information of Toggle and its licensors. Toggle may ensure compliance with this TSA as well as the security of the Terminal and its customers’ accounts by monitoring usage of the Terminal. Any information retained by Toggle from such monitoring will be aggregated, redacted, and anonymized such that it does not identify any customer or any of its clients.
Governing Law. This TSA shall be governed by and construed in accordance with the laws of the State of New York and the Parties hereby waive any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction. Any legal action brought in relation to this TSA shall be brought in a Federal or State court located in New York County, New York State. At any time, a Party may seek preliminary, interim or conservatory measures from a court. The Parties agree that in the case of an alleged breach of Section 5 (License and Use Restrictions) or Section 8 (Confidentiality Obligations), a Party may seek to prevent further unauthorized disclosure of Confidential Information or misuse of Services by seeking a temporary injunction or temporary order of specific performance (each an “Order”), and in seeking such Orders, is not required to prove actual damages or post a bond. In any legal action before a court between the Parties, each Party agrees not to object to a request for a court order requiring that the Parties not disclose any part of such legal action to the public while such action is pending.
Disputes. For any dispute, controversy or claim between the Parties arising out of or relating to this TSA (“Claims”), the Parties will use good faith efforts to resolve any issues by informal means prior to initiating litigation, and agree to treat any such disputes as confidential discussions between the Parties.
Termination.

a) Either Party may terminate this TSA upon prior written notice to the other Party if a Party breaches any covenant, obligation, representation or warranty in this TSA and fails to cure such breach, if curable, within ten (10) business days after written notice thereof from the non-breaching Party.

b) Your subscription to the Terminal renews automatically on an annual basis. You must provide (60) days’ advance notice prior to a renewal term, if you wish not to renew your subscription.

c) Sections 5 through 14, as well as any Section that would normally survive termination shall survive termination of this TSA.

Disclaimers, Liability and Indemnification.

a) Disclaimers. Although Toggle obtains information for inclusion in the Services that it considers reliable, the information and Services are provided to Customer “as is” and neither Toggle nor any of its affiliates, nor any of their information providers or any third party involved in providing information delivered by the Services makes any representation or warranty of any kind with respect to the timeliness thereof, the results to be obtained by the use thereof, or any other matter related thereto. Toggle expressly disclaims, and Customer waives, any and all implied warranties, including without limitation, warranties of originality, accuracy, completeness, timeliness, merchantability, non-infringement and fitness for a particular purpose. The Services allow users, like Customer’s Authorized Users, to conduct analysis and research of financial markets. Toggle is not an investment adviser or broker dealer, and the Services are not investment advice. Customer acknowledges that it is solely responsible for all financial and other decisions made by Customer and its clients based on any Customer Output or use of the Services.

b) Liability Limitations. Toggle SHAll not be liable to Customer for (i) indirect, incidental, consequential, exemplary, punitive, or special damages, or for any loss of profit (whether direct, indirect, or consequential) or (ii) for aggregate damages in excess of amounts paid or properly payable UNDER this TSA during the twelve-month period prior to the date the cause of action arose, regardless of the form of the action or the theory of recovery, even if Toggle was advised of the possibility of such damages. TOGGLE’S DATA SUPPLIERS AND OTHER LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY CLAIMS UNDER THIS AGREEMENT.

c) Indemnification. Toggle will defend, indemnify and hold harmless Customer from and against third party claims that the Services infringe or misappropriate the intellectual property of any third party. Customer agrees to defend, indemnify and hold Toggle, its affiliates and data suppliers and licensors, and their respective directors, officers, employees and agents, harmless against all third party claims and expenses caused by (i) Customer’s misuse of the Services, or (ii) Customer’s breach of this TSA, excluding any claims that are the subject of Toggle’s indemnification obligation set forth above. Each Party’s indemnification obligations are subject to (a) the indemnified Party providing prompt notice to the indemnifying Party of the applicable claim with a reasonable opportunity to defend such claim, (b) the indemnified Party providing the indemnifying Party with sole control of the defense and settlement of such claim so long as a settlement does not impose any admissions or liability on the indemnified Party and (c) the indemnified Party providing reasonable cooperation in the defense or settlement of such claims. The indemnified Party may retain its own counsel in connection with any claim indemnified by the other Party, at the indemnified Party’s expense and subject to the indemnifying Party’s control as set forth above.

Successors and Assigns. This TSA shall be binding upon and inure to the benefit of Toggle and its respective successors and assigns, including any corporation with which, or into which Toggle may be merged or that may succeed to Toggle’s assets or business. Toggle may from time to time assign this TSA, to: (i) a wholly-owned subsidiary, or to a parent organization in the event of an internal restructuring; or (ii) an acquirer of all or a substantial portion of its or any of its business or assets.
Miscellaneous.

a) Severability. In case any provision of this TSA shall be invalid, illegal or otherwise unenforceable, it shall be considered deleted, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

b) Waivers. No delay or omission by a Party in exercising any right under this TSA will operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

c) Captions. The captions of the Sections of this TSA are for convenience of reference only and in no way define, limit or affect the scope or substance of any Section of this TSA.

d) Force Majeure. Neither Party shall be responsible for any delay or failure in performance of its obligations under this TSA resulting from acts beyond their control, including but not limited to, any act of God, act of governmental authority, act of public enemy, act of terrorism, computer or system failure, or due to war, riot, fire, flood, civil commotion, insurrection, labor difficulty (including, without limitation any strike, or other work stoppage or slowdown), or severe or adverse weather conditions; provided, however, that failure of Customer to pay fees shall not be subject to any exception under this Section.

e) Customer Attestation: Customer agrees they are not accessing the Terminal with the purpose of creating a competing platform or product to the Terminal. Customer will not allow multiple people to access the Terminal using the same Authorized User’s credentials. An Authorized User will not be tasked as a help desk, resource desk, or Terminal access source for anyone within the Customer’s organization, and use of the Terminal by an Authorized User is for such Authorized User’s internal business purposes only. Authorized Users may share or incorporate part of the content generated via use of the Services with their clients as part of their standard business process with such Client; provided, however, that such content is not shared as a feed, newsletter, passthrough, or any other manner that essentially provides access to the Services that would be indistinguishable from such client being the Authorized User.

Branding and Sharing Content. You may not use Toggle’s logos or branding in any promotional materials or any materials whatsoever without prior written consent from Toggle’s legal department. Your use of the Terminal or any Services are not an endorsement of any kind whatsoever of anything you do with Toggle Content, or any information you present or show to any third party. Authorized Users may, on an occasional and irregular basis, disseminate an insubstantial portion of content from a Service, for a research purpose, without charge, and transmitted in non-electronic form, to a small number of individuals, provided such shared content includes all copyright and other proprietary rights notices that originally appeared with such portion of the content in the same form in which they appeared on the Service, and the phrase “Used with permission from Toggle.” Toggle Content may not be posted on any newsgroups, mailing lists or electronic bulletin boards without the prior written consent of Toggle.
Notices. Notices required under this TSA shall be in writing and delivered via electronic mail, with a hard copy delivered personally, via first-class post or equivalent next-business-day service should such notice relate to a claim of breach or litigation. Day to day communications and interactions between the Parties or with Authorized Users shall be guided by any method of communication available through the Terminal, including technical support.

If to Toggle, notices shall be delivered to:

ATTN: Legal Department Via email to: legal@toggle.ai Via post to: 1460 Broadway, Ste 1025, New York, NY 10036

If to Customer, notices shall be delivered to the Customer’s email address.

Entire Agreement; Amendment. This TSA supersedes all prior agreements, written or oral, between the Parties relating to the subject matter of this TSA. We may update the terms in this TSA to (i) reflect changes in our Services, Toggle Content, how we do business (for example, when we add or remove services, features, technologies, data partners, update pricing, security, or legal or regulatory requirements), or (ii) in urgent situations such as preventing abuse, misuse, or in response to legal requirements or orders of court. We will provide you with reasonable advance notice of any material changes to the terms of the TSA, and you agree to any such changes by continuing to use the Terminal.