Terms of Service

1. Introduction and Acceptance

HMG Collective LLC (“Company,” “we,” “us,” “our”) operates the Toggle platform (the “Services”). These Terms of Service govern your use of the Services.

By creating an account or using the Services, you agree to these Terms. If you do not agree to these Terms, do not use the Services.

2. Definitions

(a) “Services” means the Toggle web application, APIs, sync agents, and related software made available by Company.

(b) “Customer Data” means data provided by or imported on behalf of you into the Services.

(c) “Aggregated Data” means data derived from Customer Data in aggregated, de-identified form that does not identify you or any individual.

(d) “User” or “you” means any individual who accesses or uses the Services.

3. Account Registration

You must provide accurate and complete information when creating an account. You represent that you are at least 18 years old or are an authorized representative of an organization. You are responsible for maintaining the confidentiality of your account and password. You are responsible for all activity that occurs under your account.

4. Use of the Services

Company grants you a limited, non-exclusive, non-transferable license to access and use the Services during the term of your agreement with Company. Your use is subject to the Acceptable Use Policy at app.toggletravel.com/acceptable-use. You retain responsibility for all activity under your account.

5. Restrictions

You may not:

Reverse engineer, decompile, or disassemble any part of the Services
Modify, create derivative works, or disassemble the Services
Use the Services for timesharing, service bureau use, or resale
Remove proprietary notices or labels from the Services
Circumvent, disable, or interfere with security or access controls
Access another customer’s data or accounts

6. Customer Data and Privacy

You retain all right, title, and interest in Customer Data. You grant Company a limited license to use Customer Data solely to provide and improve the Services.

Company may collect and use Aggregated Data for any lawful business purpose, including creating industry benchmarks and analytics. Aggregated Data is and shall remain Company’s property. Company’s collection and use of personal information is governed by the Privacy Policy at app.toggletravel.com/privacy.

7. Intellectual Property

Company owns all right, title, and interest in the Services, Software, and all improvements or modifications thereto. You have no rights in the Services except the limited license granted in Section 4. Company may use your feedback without obligation.

8. Payment Terms

Fees are as set forth in the applicable Order Form or as agreed between the parties. Company may change fees at the end of any term with 30 days written notice. Unpaid amounts are subject to a finance charge of 1.5% per month. You are responsible for all taxes except Company’s income taxes.

9. Term and Termination

The initial term is three (3) months from the Effective Date. The agreement will automatically renew for successive three (3) month periods unless either party provides 30 days written notice before the end of the current term. Either party may terminate for material breach with 30 days written notice, or immediately for nonpayment. Upon termination, you have 30 days to retrieve your data, after which Company will delete it. Sections that by nature should survive termination—including Intellectual Property, Liability, Confidentiality, and data rights regarding Aggregated Data—shall survive.

10. Disclaimer of Warranties

The Services are provided “AS IS” and “AS AVAILABLE.” Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant uninterrupted or error-free service.

11. Limitation of Liability

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages. The total aggregate liability of either party is capped at the fees paid in the 12 months preceding the claim, except for bodily injury, breach of confidentiality, or indemnification obligations.

12. Indemnification

You indemnify Company against claims arising from your misuse of the Services or violation of these Terms.

Company indemnifies you against third-party claims that the Services infringe U.S. intellectual property rights, excluding claims arising from modifications not made by Company, combination with non-Company products, or use in violation of these Terms.

13. Confidentiality

Both parties agree to maintain the confidentiality of each other’s confidential information, subject to standard exceptions including public knowledge, prior possession, independent development, and required disclosure by law. The confidentiality obligation survives for 5 years after disclosure.

14. General Provisions

(a) Entire Agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable Master Services Agreement, constitute the entire agreement between you and Company regarding the Services, and supersede all prior agreements and understandings.

(b) Modifications. Company may modify these Terms at any time by posting the revised Terms on the Services. Material changes will be communicated via email or through the Services at least 30 days before they take effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.

(c) Severability. If any provision of these Terms is found to be unenforceable, that provision will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

(d) No Waiver. The failure of Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

(e) Assignment. You may not assign or transfer these Terms without Company’s prior written consent. Company may assign its rights and obligations without restriction.

(f) Governing Law. These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions.

(g) Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, war, pandemic, government action, or internet or utility failures.

(h) Dispute Resolution. Any disputes arising from these Terms shall be resolved in the state or federal courts located in the State of Delaware, and both parties consent to the personal jurisdiction of such courts.

Contact Information

HMG Collective LLC
21151 Centerfarm Ln, Northville, MI 48167
Email: husain@toggletravel.com
Web: app.toggletravel.com