Terms of Service

1. Acceptance of Terms

By accessing and using the website toroniandcompany.com (the "Site") and any services provided by Toroni & Company ("we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Site or services.

These Terms constitute a legally binding agreement between you and Toroni & Company. We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Site. Your continued use of the Site after any changes constitutes acceptance of the revised Terms.

2. Services

Toroni & Company provides technology consulting, managed IT services, fractional CFO services, value-added reseller (VAR) services, and related professional services. The specific scope, terms, and deliverables of any engagement will be defined in a separate written agreement (Statement of Work, Master Services Agreement, or engagement letter) between you and Toroni & Company.

Nothing on this Site constitutes a binding offer to provide services. All service engagements are subject to mutual agreement on scope, pricing, and terms.

3. Use of the Site

You agree to use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Site in any way that violates applicable federal, state, local, or international law or regulation
• Attempt to gain unauthorized access to any part of the Site, its servers, or any connected systems
• Use the Site to transmit any malicious code, viruses, or harmful material
• Use automated systems (bots, scrapers, crawlers) to access the Site without our express written permission
• Impersonate or attempt to impersonate Toroni & Company, its employees, or other users
• Interfere with or disrupt the Site or servers connected to the Site

4. Intellectual Property

All content on the Site — including text, graphics, logos, images, software, and the compilation thereof — is the property of Toroni & Company or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws.

The Toroni & Company name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Toroni & Company. You may not use such marks without our prior written permission.

You may view, download, and print pages from the Site for your own personal, non-commercial use, provided that you do not modify the content and that you retain all copyright and proprietary notices.

5. Confidentiality

In the course of providing services, we may have access to confidential information belonging to you. We agree to maintain the confidentiality of such information and to use it only for the purpose of providing the agreed-upon services. Specific confidentiality obligations will be detailed in your service agreement.

6. Payment Terms

Payment terms for services will be specified in your individual service agreement. Unless otherwise agreed in writing:

• Invoices are due within 30 days of the invoice date
• Late payments may be subject to a late fee of 1.5% per month or the maximum rate permitted by law
• All fees are non-refundable unless otherwise specified in your service agreement
• We reserve the right to suspend services for accounts with outstanding balances exceeding 60 days

7. Disclaimer of Warranties

THE SITE AND ALL CONTENT, MATERIALS, AND SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

We do not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We make no warranties or representations about the accuracy, reliability, or completeness of the content on the Site.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TORONI & COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR OUR SERVICES.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SITE SHALL NOT EXCEED THE AMOUNT YOU PAID US, IF ANY, DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. FOR SERVICE ENGAGEMENTS, LIABILITY LIMITATIONS WILL BE SPECIFIED IN YOUR SERVICE AGREEMENT.

9. Indemnification

You agree to indemnify, defend, and hold harmless Toroni & Company and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Site, violation of these Terms, or violation of any rights of a third party.

10. Third-Party Links and Services

The Site may contain links to third-party websites or services that are not owned or controlled by Toroni & Company. We assume no responsibility for the content, privacy policies, or practices of any third-party sites or services. You acknowledge and agree that we shall not be liable for any damage or loss caused by your use of any third-party content, goods, or services.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in New York, New York.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Toroni & Company regarding the use of the Site. These Terms supersede any prior agreements or communications regarding the subject matter herein.

14. Contact Us

If you have questions about these Terms of Service, please contact us: