Terms and Conditions
1. Introduction
Welcome to Toned! By using our services, you agree to comply with and be bound by the following terms and conditions whether you are a registered user or not. This agreement constitutes an agreement between Toned (referred to as "Toned," "we," or "our") and you (referred to as "Customer," "you," or "yours"), and both parties collectively hereinafter referred to as the Parties. Please review these terms carefully.
2. Acknowledgment
By using our services, you acknowledge that:
2.1. You have the authority and the capacity to use our services and agree to these terms & conditions.
2.2. You are at least 18 years old.
2.3. If you use these services on behalf of another party, you acknowledge that you are authorized to act on the other party’s behalf, and both of you undertake to bind to all the terms of this agreement.
2.4. The information you provide to us is accurate and true.
2.5. You will comply with the terms outlined hereto.
2.6. You agree to Toned to collect, process, and transfer your data for the purpose of performing the requested services.
3. Links to Third Party Websites
This website may contain hyperlinks to websites operated by third parties. These hyperlinks are not part of our website and are entirely beyond our control. We are not responsible for the content of these websites, and we do not represent the privacy policy or practices of such third-party websites. We are not responsible for their privacy policy in any form. Such hyperlinks are provided on the website for your convenience, and their presence does not imply our approval of the content of these third-party websites, their products, services, or advertisements. The content, accuracy, opinions expressed, and other links provided on these websites are not verified, monitored, or endorsed by us. We assume no responsibility for any communications or arrangements between you and any third party in this regard, and we disclaim any responsibility for your participation in any activities undertaken by other parties, whether promoted, advertised, or sponsored by us, including tasks, events, offers, or competitions.
4. Intellectual Property
4.1. Pre-existing Intellectual Property
a. All services provided by Toned will involve intellectual property that is either owned by Toned or licensed by third parties. The pre-existing intellectual property of Toned shall include all materials and intellectual property samples, including but not limited to slogans, symbols, designs, technology, information technology materials, and content provided to the Customer as part of the services. The Customer shall not use any pre-existing intellectual property of Toned without obtaining prior written consent.
b. The Customer authorizes Toned to use the Customer’s pre-existing intellectual property rights solely as necessary for the performance of the respective obligations.
c. The Customer shall be responsible if the deliverables received from Toned are inconsistent with the applicable laws or infringe any Intellectual Property of a third party.
d. If any claim is made against Toned in connection with the Customer’s Provided Materials infringe or allegedly infringe the Intellectual Property Rights or other rights of a third party, then the Customer shall promptly and at its cost and expense either modify or replace the infringing part of the Customer Provided Materials, or Pre-existing IP to avoid the infringement or alleged infringement but in such a way that it complies with the terms & conditions of this Agreement; or replace the relevant Customer Provided Materials and pre-existing IP with non-infringing alternatives acceptable to Toned.
e. The Customer agrees to defend Toned at the Customer’s expense against all or any third-party claim in connection with Customer Provided Materials, Pre-existing IP, or the Customer’s misuse of the material delivered by Toned infringes that third party’s Intellectual Property Rights, and to indemnify Toned against any or all costs, damages, and legal fees that a court finally awards or that are included in a settlement approved by the Customer.
f. In addition to the attorney’s fees if applicable, Customer shall indemnify Toned for any violation or unauthorized use of Toned’s pre-existing intellectual property rights aforementioned in sub-clause (a) of this clause.
4.2. Provided Materials
a. All the intellectual property rights in each completed service shall be granted to the Customer.
b. The Customer authorizes Toned to use its intellectual property set out in sub-clause (a) of this article for the purpose of marketing, advertising campaigns, and commercial opportunities with third parties with respect to the ownership of the Customer.
4.3. Toned shall have the right to use Customer’s name and/or logo as part of a general list of customers and may refer to Customer as a user of the Services in its advertising and marketing materials.
5. Termination of Services
Toned has the right to cancel services, either partially or completely, without prior notice to you, in the following cases:
1. Non-payment of any overdue fees.
2. Non-compliance with the terms and conditions stated in this agreement or any violation thereof.
3. Engaging in any action that may harm Toned or involve any other party in assuming any kind of responsibility, whether financial, procedural, or otherwise, based on Toned's judgment. Therefore, unless otherwise stated in this agreement, Toned has the right to terminate the services without your right to refund any fees paid by you to Toned, and you will be obligated to pay all fees and financial claims arising from these services before the termination period. Toned reserves the full right to require you to pay all fees, financial claims, and percentages related to the remaining period regarding the services.
6. Liability
6.1. Toned not be held responsible under any circumstances for any damages, including but not limited to direct, indirect, special, incidental, consequential, or arising damages resulting from your use of this website, including but not limited to any liability for any loss incurred from relying on the information or materials provided on the website.
6.2. You agree to release, indemnify, and hold harmless Toned and its officers, employees, and service providers from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including attorneys' fees) arising out of:
a. Your use of our services.
b. Any breach of these terms by you
c. Any third-party claims arising from your use of our services or any information provided by you.
7. Dispute Resolution
Any disputes arising out of or related to these terms will be handled amicably within (15) days. If the dispute did not resolve within the period aforementioned, the parties shall then submit and finally resolve the dispute by the courts in the jurisdiction of Saudi Arabia, and the Saudi Law shall govern such dispute.
8. Miscellaneous Provisions
8.1. Waiver
The failure of Toned to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by an authorized representative of Toned.
8.2. Severability
If any provision of these Terms and Conditions is determined to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and will not affect the validity and enforceability of any remaining provisions.
8.3. Assignment
You shall not assign or transfer any of your rights or obligations under these Terms and Conditions without our prior written consent. We may assign our rights and obligations under these Terms without restrictions.
8.4. Entire Agreement
These Terms and Conditions constitute the agreement between you and Toned regarding the use of our services and supersede all prior agreements and understandings, both written and oral, concerning such subject matter. However, any later agreements signed by the Parties shall prevail on these Terms and Conditions.
8.5. Notices
A notice shall be deemed received in accordance with the following:
a. If it is delivered by hand, it is considered received from the date and time it is handed off.
b. If it is delivered by the Customer to Toned’s official e-mail, it is considered received from the date time of dispatch.
c. If it is delivered by Toned to any e-mail registered or provided by the Customer, it is considered received from the date time of dispatch.
d. If any notice that is delivered after 5:00 PM (Saudi Arabia Standard Time) or on a day other than a business day is deemed as having been received at 9:00 AM (Saudi Arabia Standard Time) the next business day.
8.6. Force Majeure
a. Force majeure can be defined as an expected event which cannot not be waived or foreseen. A party claiming the existence of force majeure shall notify the other party within fifteen (15) days of the force majeure.
b. As such Toned reserves the right to defer the date for performance of, or deliverables for, the Services, or to terminate this Agreement, if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lockouts or other industrial disputes (whether involving the workforce of Toned or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Customer or who represent the Customer.
9. Modification of Terms
We reserve the right to modify these terms at any time. All modifications will be posted on our website and become effective immediately upon posting. Your continued use of our services after any modification confirms your acceptance of the new terms.
10. Contact Us
If you have any questions about these terms, please contact us at info@toned.sa