, Inc. Terms of Use

Last Revised: November 21th, 2022

These Terms of Service set out the terms and conditions upon which you may use the Toffy Service Toffy makes available through 

By signing up to or using the Toffy Service, you agree to and accept these Terms of Service.

Please read these Terms of Service carefully and make sure you understand and agree to them before using the Toffy Service. If you have any questions relating to these Terms of Service please contact us at



    1. The Toffy Service is provided by, Inc. (“Toffy” or “”), a Delaware Corporation with an address at 361 Washington Ave., Brooklyn, NY 11238.


    1. In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

      • “Account” means the Customer’s account on the Toffy Service;
      • “Agreement” means the agreement between the Customer and Toffy for the provision of the Toffy Service comprising these Terms of Service and any terms agreed to during the Sign Up Process;
      • “Billing Period” means the billing period for the Service Utilization Fees as set out in the applicable Toffy Service Plan;
      • “Customer” means the person or organization identified as the customer during the Sign Up Process;
      • “Customer Data” means any content or data transferred to any Toffy equipment as a result of the Customer’s use of the Toffy Service;
      • “Commencement Date” means the date from which the Customer will receive access to the Toffy Service as set out during the Sign Up Process;
      • “Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
      • “Malware” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices);
      • “Toffy Service” means the product management services and features Toffy makes available through the Website;
      • “Toffy Service Plan” means the service plans relating to the Toffy Service made available on the Website from time to time;
      • “Service Utilization Fees” means the amount set out in the Toffy Service Plan for the provision of the Toffy Service;
      • “Sign Up Process” means the process (whether electronic or otherwise) by which the Customer signs up to use the Toffy Service and, which amongst other things, identifies the Customer and the applicable Toffy Service Plan;
      • “Terms of Service” means these terms and conditions of service as amended from time to time;
      • “Trial” means a trial of the Toffy Service for the Trial Period;
      • “Trial Period” means the Trial period set out in the Sign Up Process;
      • “User” means any person authorized by the Customer to access the Toffy Service on behalf of the Customer; and “Website” means and any subdomains.

    1. To use certain features and functionalities of the Toffy Service, the Customer must first register and create an Account by completing the Sign Up Process.
    2. If the Customer is a legal entity (rather than an individual), the individual completing the Sign Up Process on the Customer’s behalf must have the necessary authority, power and right to fully bind the Customer.
    3. The Customer must promptly update the Customer’s Account information in the event of any changes to this information.
    4. Toffy reserves the right to suspend or terminate the Customer’s Account and access to the Toffy Service if any information provided proves not to be accurate or current.
    5. All Users of the Toffy Service must be over the age of 16.
  4. TRIAL

    1. Toffy may offer a Trial of the Toffy Service during the Trial Period. If a Trial Period has been agreed during the Sign Up Process, the Trial will start on the Commencement Date and will continue for the Trial Period. Following expiry of the Trial Period, the Agreement will automatically terminate unless otherwise agreed by the Customer and Toffy as set out in writing or during the Sign Up Process.
    2. Either party may terminate the Agreement at any time during the Trial Period.
  5. TERM

    1. The Agreement shall start on the Commencement Date and continue until terminated:

      1. by Toffy on one (1) month’s notice to expire no earlier than the end of the applicable Billing Period; or
      2. by Customer via the Account settings at any time and such termination shall take effect at the end of the current Billing Period. The Customer acknowledges that it will not be entitled to a refund over any part of the Billing Period it has not used following its termination of the Agreement in accordance with this section.
    2. Unless terminated by either party in accordance with section 5.1, the Agreement shall automatically renew on the expiry of the Billing Period for another Billing Period and the Customer shall be charged the relevant Service Utilization Fees in accordance with section 13.

    1. Toffy grants the Customer a non-exclusive, non-transferable, personal and non sublicensable license to permit Users to use the Toffy Service as permitted by the functionality of the Toffy Service.
    2. The Customer must treat any username and password used to access the Toffy Service or the Customer’s Account as Confidential Information, and it must not disclose it to any third party (other than to Users).
    3. In relation to Users, the Customer shall procure that each User keeps secure and confidential any username and password provided to them for the User’s use of the Toffy Service and shall not disclose such user name and password to any third party including any other Users.
    4. The Customer shall procure that each of its Users has its own username and password and will ensure that such usernames and passwords are not shared.
    5. Toffy may disable any username or password, at any time and at Toffy’s sole discretion, if a User or the Customer has failed to comply with any of the provisions of the Agreement.
    6. The Customer is responsible for maintaining the confidentiality of login details for its Account and any activities that occur under its Account including the activities of Users. The Customer shall, and shall procure its Users shall, use “strong” passwords which shall be at least eight (8) characters and not featured on any compromised password list in connection with its Account. If the Customer has any concerns about the login details for its Account or thinks they have been misused, please contact Toffy at
    7. The Customer must take reasonable precautions to prevent any unauthorized access to, or use of, the Toffy Service and, in the event of any such unauthorized access or use, promptly notify Toffy.
    8. The Customer recognises that Toffy is always innovating and finding ways to improve the Toffy Service with new features and services. Therefore, the Customer agrees that the Toffy Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Toffy Service.
    9. If the Customer chooses to downgrade the Toffy Service Plan it has selected, the Customer acknowledges that this may result in the loss of certain Customer Data and certain elements of the Toffy Service and Toffy shall not be liable for any such loss.
    10. Beta Program: If the Customer chooses to opt-in to the beta program, they will have access to features and processing that is not generally available. As part of the beta program we may temporarily use 3rd party services to process the Customer’s data. If the Customer does not want Customer data temporarily processed by 3rd party services do not opt-in to the beta program.

    1. Toffy may monitor the Customer’s use of the Toffy Service to ensure quality, improve the Toffy Service, and verify the Customer’s compliance with the Agreement.
    2. The Customer:

      1. must comply with all applicable laws and regulations with respect to its use of the Toffy Service and its activities under the Agreement;
      2. must use and ensure its Users use the Toffy Service in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Toffy Service by any Users;
      3. must obtain and shall maintain all necessary licenses, consents, and permissions necessary for Toffy to perform its obligations to the Customer under the terms of the Agreement;
      4. must ensure that its network and systems, including its internet browser used complies with any relevant specifications provided by Toffy from time to time;
      5. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Toffy Service;
      6. must not modify another website so as to falsely imply that it is associated with the Toffy Service, any of Toffy’s other services or Toffy or its affiliates.
      7. must not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to the Toffy Service without first having obtained the prior written authorisation of Toffy; and
      8. must not use the Toffy Service: (a) to access, store, distribute or transmit or prepare for distribution or transmission any Malware; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to infringe any copyright, database right or trademark of any person; (e) to transmit, send prepare for transmission or prepare for sending any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (‘spam’); or (f) to interfere with or attempt to interfere with or compromise the Toffy Service integrity or security.
    3. The Customer agrees that failure to comply with this section constitutes a material breach of the Agreement, and may result in Toffy taking all or any of the following actions:

      1. immediate, temporary or permanent withdrawal of any rights to use the Toffy Service;
      2. removing any violating Customer Data;
      3. the issuing of a warning;
      4. legal action against the Customer including proceedings for reimbursement of all costs and expenses (including, but not limited to, administrative and legal costs) incurred by us resulting from the breach; or
      5. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
    4. The Customer acknowledges that it is responsible for all Customer Data distributed or transmitted under its Account (including by its Users).
    5. The Customer acknowledges that the responses described in this section are not limited, and we may take any other action we reasonably deem appropriate.

    1. Toffy is the owner of or the licensee of all intellectual property rights in the Toffy Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
    2. The Customer will not, when using the Toffy Service, except as may be allowed by any applicable law which is incapable of exclusion by Toffy and to the extent expressly permitted under these Terms of Service:

      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Toffy Service in any form or media or by any means;
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Toffy Service; or
      3. access all or any part of the Toffy Service in order to build a product or service which competes with the Toffy Service or use or attempt to use the Toffy Service to directly compete with Toffy.
    3. The Customer grants Toffy a license to access, download and use the Customer Data for the purpose of analyzing the Customer Data in accordance with the Toffy Service functionality, displaying the results of such analysis to Users, developing, testing, improving and altering the functionality of the Toffy Service and producing anonymised or anonymised and aggregated statistical reports and research. Otherwise, Toffy claims no rights in the Customer Data. The Customer shall maintain a backup of Customer Data and Toffy shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.

    1. Either party may reference the other party’s name and logo in lists of customers or vendors, including on each other’s respective websites. All other uses of each other’s name and any publicity shall require the prior written approval and consent of the other party.
    2. The Customer may request Toffy to stop using the Customer’s name, logo and related trademarks at any time by contacting Toffy in writing at
  10. API

    1. The Customer may access Customer Data via Toffy’s API (Application Program Interface).
    2. The Customer acknowledges that abuse or excessively frequent requests to the Toffy Service via the API may result in the temporary or permanent suspension of the Customer’s access to the API. Toffy, in its sole discretion, will determine abuse or excessive usage of the API. Toffy will make a reasonable attempt via email to warn the Customer prior to suspension.

    1. If any of the Customer Data contains personal data, the parties will process such personal data in accordance with the Data Processing Addendum.
    2. For the purposes of the Agreement, “personal data” and “process” shall have the meanings as set out in the Data Processing Addendum.

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:

      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of the terms of the Agreement.
    4. Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.

    1. The Customer will pay the Service Utilization Fees as set out in the Toffy Service Plan. The Service Utilization Fees are payable in advance. The Customer agrees that the Service Utilization Fees are non-refundable.
    2. Unless alternative payment is agreed during the Sign Up Process, the Customer will provide to Toffy valid, up-to-date and complete credit or debit card details and it hereby authorizes Toffy to bill such credit or debit card for the Service Utilization Fees in accordance with the Billing Period.
    3. The Customer shall pay the Service Utilization Fees by card payment or, if agreed in advance with Toffy, by such other payment method within 14 days after receipt of an invoice from Toffy.
    4. If the Customer upgrades or downgrades the Toffy Service Plan it has selected during any Billing Period, a prorated charge or credit relating to the remainder of the Billing Period will be applied (as applicable) and the Service Utilization Fees will be adjusted automatically to the new rate from the start of the next Billing Period. Any prorated credit applied under this section may only be used to offset Service Utilization Fees payable by the Customer in future. For the avoidance of doubt, the Customer shall not be entitled to a cash refund of any prorated credit it receives under this section.
    5. If Toffy has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Toffy:

      1. Toffy may, without liability to the Customer, suspend or temporarily disable all or part of its access to the Toffy Service and Toffy shall be under no obligation to provide any access to the Toffy Service while the invoice(s) concerned remain unpaid; and
      2. unless subject to a reasonable and good faith dispute may accrue late interest at the lower of (i) the rate of 1.5% of the outstanding balance per month, or (ii) the maximum rate permitted by law.
    6. All amounts and fees stated or referred to in the Agreement:

      1. are payable in the currency specified in the Sign Up Process or otherwise stipulated by Toffy; and
      2. are exclusive of any applicable taxes imposed by taxing authorities unless otherwise expressly stated, which shall be paid at the same time as payment of the Service Utilization Fees.
    7. Unless otherwise agreed in writing, Toffy may increase the Service Utilization Fees upon 30 days’ notice in writing to the Customer, such increase to take effect from the start date of the next applicable Billing Period.
    8. If the Customer is unhappy with the increase, the Customer may terminate the Agreement with Toffy pursuant to section 5.1.2.
    9. During such notice period, the Services Fees will not increase.
    10. Purchase of NFT badges and certificates. The Customer may purchase NFT badges or certificates at the then advertised rates to send to recipients as an award, reward or recognition. The Customer agrees that NFT badges and certificates are non-refundable irrespective of whether recipients claim the badges.
    11. Purchase of physical gifts and egift cards. The Customer may purchase physical gifts and egift cards to send to recipients. The payment terms displayed on the Toffy Service are a part of this Agreement.

    1. Where the Customer has paid for access to the Toffy Service, we will use commercially reasonable endeavors to make the Toffy Service available with an uptime rate of 99%, except for:

      1. planned maintenance for which 24 hours’ notice will be given; or
      2. unscheduled maintenance during normal business hours (CET) or otherwise, for which we will use reasonable endeavors to give the Customer advance notice.
    2. Where the Customer has paid for access to the Toffy Service, Toffy will, as part of the Toffy Service, use reasonable endeavors to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (CET time). The Customer can access such support through the following means:

      1. Email:
      2. Help desk: coming soon
      3. In-app messenger service: coming soon
    3. Support for Customers using the Toffy Service for free will be provided entirely at Toffy’s option and discretion.
    4. The Customer acknowledges that elements of the Toffy Service are dependent on access to various third party services and APIs. The Customer agrees that Toffy is not responsible for the non-availability or interruption to the Toffy Service caused by any such non-availability of any such third party services or APIs.

    1. If the Customer fails to pay any sum due to Toffy and such sum remains outstanding for a further 14 days following notice requiring such sum to be paid, Toffy may terminate the Agreement with the Customer immediately by notice and without any liability for Toffy to the Customer.
    2. Toffy may terminate the Agreement with 30 days’ notice in writing.
    3. Toffy may terminate the Agreement by notice with immediate effect, or such notice as Toffy may elect to give, if the Customer:

      1. is in breach of applicable law; or
      2. infringes Toffy’s intellectual property rights in the Toffy Service.
    4. Either party may terminate the Agreement at any time on written notice to the other if the other:

      1. fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice of such breach; or
      2. becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    5. Effect of Termination

      1. On termination of the Agreement for any reason all licenses granted under the Agreement shall immediately terminate and the Customer’s right to access and use the Toffy Service will end.
      2. Upon termination of the Agreement, the Customer may request that any Customer Data is actively deleted, passively deleted or parked in accordance with Toffy’s Data Deletion Policy. If the Customer fails to make such an election, Customer Data will be subject to passive deletion and Toffy shall not be held responsible for the deletion of such Customer Data.
      3. The following provisions will survive termination or expiration of this Agreement: 8 (Proprietary Rights), 12 (Confidential Information), Sections 13 (Fees and Payments), 15.5 (Effect of Termination), 16 (Warranties; Disclaimers), 17 (Indemnification), 18 (Limitation of Liability) and 19 (Miscellaneous).

    1. Toffy undertakes to support the Toffy Service as specified in section 14 with reasonable skill and care. Otherwise, the Toffy Service is provided on an “AS IS” basis and Toffy gives no representations, warranties, conditions or other terms of any kind in respect of the Toffy Service, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement.
    2. Except as expressly and specifically provided for in the Agreement:

      1. the Customer assumes sole responsibility for any results obtained from the use of the Toffy Service and for any decisions or actions taken arising from such use and it relies on the results obtained from the Toffy Service at its own risk;
      2. all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
      3. Toffy will not be responsible for any interruptions, delays, failures or non-availability affecting the Toffy Service or the performance of the Toffy Service which are caused by third party services or errors or bugs in software, hardware or the internet on which Toffy relies to provide the Toffy Service and the Customer acknowledges that Toffy does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

    1. Indemnification by Toffy. Subject to Section 17.3, Toffy shall defend Customer, at Toffy’s expense, from and against any and all third-party claims, suits, actions, or proceedings (“Third Party Claims”) made or brought against Customer by a third party alleging that the Toffy Service infringes a U.S. patent, copyright or trademark of such third party or misappropriates such third party’s trade secrets. Further, Toffy shall indemnify and hold Customer harmless against all damages, costs and reasonable attorneys' fees (“Losses”) awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Toffy, in connection with such Third Party Claims. Toffy shall have no indemnification obligation for infringement claims arising from (i) the combination of the Toffy Service with any services, hardware, data or business processes not provided by Toffy, (ii) modifications to the Toffy Service by Customer or its agents, or (iii) for use of the Toffy Service by Customer other than in accordance with this Agreement.

      In addition to Toffy’s indemnity obligations, if a Third Party Claim is made or appears possible, Toffy may, at Toffy’s sole expense, (a) modify or replace the Toffy Service or component or part thereof, to make it non-infringing, (b) obtain the right for Customer to con3nue use of the Toffy Service, or (c) if determines neither of the foregoing alternatives are commercially reasonable, Toffy may terminate this Agreement and refund to Customer all prepaid, unused fees for the Toffy Service applicable to the remaining portion of the Billig Period following the effective date of termination. This Section 17.1 states Toffy’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement.

    2. Indemnification by Customer. Subject to Section 17.3, Customer shall defend Toffy, at Customer’s expense, from and against any Third Party Claims made or brought against Toffy alleging that the Customer Data, or Customer’s use of the Toffy Service in violation of this Agreement, infringes or otherwise violates a third party’s property, privacy or other rights, or violates any applicable law. Further, Customer shall indemnify and hold Toffy harmless against all Losses awarded against Toffy by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Customer, in connection with such Third Party Claims.
    3. Procedure. The foregoing obligations of the indemnifying party are conditioned upon the party seeking indemnification (a) promptly providing notice to the indemnifying party concerning the existence of an indemnifiable claim (provided that failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay), and (b) promptly providing all information and assistance reasonably requested and otherwise full cooperation with the indemnifying party in defending the claim, and (c) giving the indemnifying party sole control and authority of the defense and settlement of any indemnifiable claim (provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed).

    1. Subject to section 18.2, Toffy will not be liable for losses that result from Toffy’s failure to comply with the Agreement, in tort (including negligence) or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
    2. Nothing in the Agreement excludes or limits Toffy’s liability for death or personal injury caused by Toffy’s negligence or for fraud or fraudulent misrepresentation.
    3. Toffy’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Service Utilization Fees paid by the Customer in the 6 months prior to the event giving rise to the claim or, where no Service Utilization Fees are payable (e.g. during the Trial Period), $1.


      1. Applicable laws may require that some of the information or communications Toffy sends to the Customer should be in writing. When using the Toffy Service, the Customer accepts that communication with Toffy will be mainly electronic.
      2. Toffy will contact the Customer by e-mail or provide the Customer with information by posting notices on the Toffy Service.
      3. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Toffy provides to the Customer electronically comply with any legal requirement that such communications be in writing.
      1. NOTICES

      2. All notices given by the Customer to Toffy must be given to Toffy may give notice to the Customer by posting on the Toffy Service, at the e-mail or postal address the Customer provides to Toffy, or in any other way Toffy deems appropriate. Notice will be deemed received and properly served immediately when posted on the Toffy Service or 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the mail and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

      2. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

      2. No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, pandemic, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this section 19.4.1. shall excuse the Customer from any payment obligations under the Agreement.

      2. The Customer may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Customer’s rights or obligations arising under the Agreement, without Toffy’s prior written consent.

      2. In the event that a provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or otherwise unenforceable, such provision shall be limited or eliminated to the maximum extent permitted by applicable law so that this Agreement shall otherwise remain in full force and effect and enforceable. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

      2. Toffy has the right to revise and amend these Terms of Service from time to time to reflect changes in market conditions affecting Toffy’s business. The most current Terms of Service will always be at
      3. The Customer will be subject to the Terms of Service in force at the time that it makes use of the Toffy Service, or if Toffy notifies the Customer of changes to these Terms of Service and it continues to use the Toffy Service the Customer will be subject to those changes.
      4. Toffy will use reasonable endeavors to notify the Customer of any material changes to these Terms of Service by the placement of a notice on the Toffy Service.

      2. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of law rules or the United Nations Convention on the International Sale of Goods, or the Uniform Computer Informational Transactions Act. The parties each consent to the personal and exclusive jurisdiction of the courts of the state of New York and the United States District Court for the Eastern District of New York. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees.

      2. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

      2. The Toffy Service, any other Toffy technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not, and shall not permit Users to, access or use the Toffy Service in violation of any U.S. export law or regulation.

      2. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.