1. Acceptance Of Terms
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.
3. About The Platform
Torc.dev is an online, web-based, digital, proprietary platform-as-a-service located to connect Torc’s Users to Torc’s global pool of talent (the “Talent Members”) and facilitate a customer’s engagement of Talent Members to provide the services (“Talent Member Services”) described in an Engagement Document (the “Engagement Document”) for each engagement (each such engagement of Talent Member Services is referred to herein as an “Engagement”), each form of will be incorporated to this Agreement. Torc will make the Platform available to User for use pursuant to this Agreement and the applicable Engagement Documents during the Term. The services provided by Torc pursuant to this Agreement are referred to herein as the “Torc Services”, and together with the Talent Member Services, are referred to herein collectively as the “Services.”
3.1 Platform Availability
Torc will maintain a security program designed to maintain the security and integrity of the Platform in accordance with then-current industry standards, and use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding (i) scheduled maintenance (of which Torc provides reasonable advance notice via the Platform); and (ii) downtime caused by a Force Majeure Event (subject to Section 9) or other circumstances beyond Torc’s reasonable control. Users may use the Platform for the sole purpose of matching between Talent Members and Users to identify pairings that would be identified in an applicable Engagement Document, and subject to the restrictions set forth in the Legal Terms.
3.2 You Won’t Circumvent The Platform
Users shall not (i) sell, resell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any portion of the Platform or use the Platform for the benefit of any third party; (ii) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer the Platform, or attempt to discover the source code of the underlying software of the Platform, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (iii) circumvent or disable any digital rights management, usage rules, or other security features of the Platform, or otherwise attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Platform or the data contained therein; (iv) access or use the Platform in order to build a similar or competitive website, application, or service; (v) copy, reproduce, distribute, republish, download, display, post or transmit in any form by any means any part of the Platform; and (vi) remove or destroy any copyright or other proprietary notices contained on or in the Platform. Users shall use the Platform only in compliance with all applicable laws. User is responsible for all activities conducted under its logins on the Platform, and for its compliance with this Agreement. User shall be responsible for the security of all passwords and other access protocols required to access the Platform. User shall promptly notify Torc if User’s passwords or access protocols are lost, stolen, disclosed to an unauthorized third party, or otherwise compromised.
5. 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.
6. Intellectual Property
Subject to the rights expressly granted to User in this Agreement, as between Torc and User, Torc reserves all right, title and interest in and to the Platform, and all modifications and improvements to it, including all related intellectual property rights.
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.
Torc shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its Platform or Torc Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or its authorized users relating to the features, functionality or operation of the Platform or Services (“Suggestions”). For clarity, Suggestions shall not include any Work Product and do not grant Torc rights under any User patents or copyrights, and Torc’s use of Suggestions shall not identify User or any authorized users as the source of such Suggestions.
7. User Content
“Content” means any data, content, profiles, projects, comments, reviews, ratings, feedback, or other materials User or User’s representatives, upload, post, publish, submit, send, store or display within the Platform or in connection with the Services. User solely responsible for all of its Content, and User and its representatives agree not to upload or direct Torc to upload any Content prohibited by applicable Law or in violation of the restrictions in this Section. User acknowledges and agrees that Content that is posted, published or made available by User, on User’s behalf or at User’s direction, via the Platform will be available to other users of the Platform. Torc is not legally responsible for any Content posted, published or made available through the Platform by User or any other users. Torc reserves the right, but is not obligated, to remove posted Content or information that, in Torc’s sole judgment, violates this Agreement or negatively affects the Platform or the Services, diminishes the integrity of the Platform or Services or is otherwise inconsistent with the business interests of Torc. User hereby grants Torc a worldwide, non-exclusive, perpetual, royalty-free, fully-paid license to collect, access, use, reproduce, modify, transmit, display, index, process, store, and create derivative works from the Content for purposes of (a) the provision, operation, evaluation, and improvement of the Platform in accordance with this Agreement, (b) as authorized or instructed by User; (c) to respond to claims that any of User’s Content violates the rights of third parties, or (d) as required by applicable Law. Torc shall own aggregated metrics and statistical data generated from the provision, operation or use of the Platform provided that Torc will only disclose such data externally in an aggregated and/or anonymous form that shall not directly or indirectly identify User.
7.2 User Obligations For Content
User represents and warrants that: (a) User owns or has a valid license to all Content; (b) User has all necessary consents, authorizations and/or legal permissions required to permit the processing of Content on the Platform and under this Agreement; and (c) none of User’s Content: (i) constitutes “protected health information” (“PHI”) under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended from time to time (“HIPAA”); (ii) is subject to the International Traffic in Arms Regulations maintained by the Department of State; (iii) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (iv) constitutes material, non-public information, the disclosure of which would be in violation of any securities Law; (v) contains software viruses or any other computer code, files or programs that interrupts, destroys or limits the functionality of any computer software or hardware or telecommunications equipment; (vi) 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; (vii) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or (viii) in the sole judgment of Torc, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform or Services, or which may expose Torc or its users to any harm or liability of any kind. Torc has the right, but not the obligation, to monitor User’s use of the Platform and Services and User’s Content to determine User’s compliance with this Agreement.
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.
8. 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: email@example.com
- By mail: Torc, LLC
ATTN: General Counsel
75 State Street, Boston MA 02155
Repeat infringers will be blocked from accessing the Site.
9. Termination Of Access Due To Violation
10. 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
11. 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.
12. 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.
13. General Terms