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TORO Supply Chain Solutions

Terms of Service

Effective Date: March 19, 2026 Last Updated: March 19, 2026

Welcome to the website of TORO Supply Chain Solutions ("TORO SCS," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website located at toroscs.com (the "Site"), as well as any services, tools, platforms, and content we make available through the Site (collectively, the "Services").

By accessing or using the Site or any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Site or Services.

These Terms are intended for business users and commercial entities engaging with TORO SCS in a professional capacity.

1. About TORO Supply Chain Solutions

TORO SCS is a global supply chain solutions provider operating as a fifth-party logistics (5PL) partner. We offer end-to-end supply chain services including manufacturing, logistics and fulfillment, supply chain consultancy, and AI-powered technology solutions. Our headquarters are in New York, USA, with additional offices in Dublin, Ireland (EU HQ) and Shanghai, China (APAC HQ).

2. Eligibility and Account Use

2.1. The Site and Services are intended for use by businesses, organizations, and professionals acting in a commercial capacity. By using the Site, you represent and warrant that you are at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.

2.2. If you are accessing the Site or Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" shall include that entity.

2.3. If you create or are provided with login credentials to access any of our proprietary platforms — including but not limited to ChargebackIQ, TestIQ, AuditIQ, ItemSetupIQ, or Optimize — you are responsible for maintaining the confidentiality of those credentials and for all activity that occurs under your account. You agree to notify us immediately at business@toroscs.com of any unauthorized use of your account.

3. Services Overview

3.1. Through the Site, TORO SCS provides information about our supply chain services, which include:

  • Manufacturing: Global manufacturing capabilities across Asia, Latin America, and the United States, covering product categories such as cut and sew, rubber, nylon, plastics, injection molding, and multi-material assemblies.
  • Logistics: Fulfillment, warehousing, freight transportation, customs brokerage, direct-to-consumer shipping, retail distribution, cross-border e-commerce, kitting, and co-packing services.
  • Consultancy: Independent supply chain audits, supply chain design, procurement audits, sourcing audits, logistics audits, and network optimization.
  • AI and Technology: Proprietary software tools for process automation, supply chain visibility, chargeback management, laboratory test report management, factory audit tracking, and retail item setup.

3.2. The specific scope, terms, pricing, deliverables, timelines, and service levels for any engagement shall be governed by a separate written agreement, statement of work, master services agreement, or contract executed between you and TORO SCS (a "Service Agreement"). In the event of a conflict between these Terms and any executed Service Agreement, the Service Agreement shall prevail with respect to the subject matter of that agreement.

3.3. Nothing on this Site constitutes a binding offer, proposal, or commitment to provide services. All engagements are subject to mutual agreement and execution of appropriate contractual documentation.

4. Requests for Proposals and Tender Submissions

4.1. TORO SCS may submit responses to Requests for Proposals (RFPs), Requests for Quotations (RFQs), Invitations to Tender (ITTs), and similar procurement processes. Any information provided by TORO SCS in response to such solicitations is confidential and proprietary unless otherwise agreed in writing.

4.2. Submission of a proposal or bid by TORO SCS does not constitute a binding contract. A binding obligation arises only upon execution of a definitive written agreement by authorized representatives of both parties.

4.3. Any proprietary methodologies, pricing structures, technology descriptions, or operational details shared by TORO SCS during the RFP or tender process remain the intellectual property of TORO SCS and may not be disclosed to third parties, used for competitive benchmarking, or reproduced without our prior written consent.

5. Intellectual Property

5.1. All content, materials, text, graphics, logos, images, software, technology, and other intellectual property displayed on or accessible through the Site (collectively, "Site Content") are owned by or licensed to TORO SCS and are protected by applicable intellectual property laws, including copyright, trademark, patent, and trade secret laws.

5.2. The TORO SCS name, logo, and all related product and service names, including but not limited to ChargebackIQ, TestIQ, AuditIQ, ItemSetupIQ, Optimize, and PackFlow, are trademarks or registered trademarks of TORO SCS. You may not use any of these marks without our prior written permission.

5.3. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site for its intended purpose. You may not copy, reproduce, modify, distribute, display, transmit, or create derivative works from any Site Content without our prior written consent.

5.4. Any proprietary technology, algorithms, data models, dashboards, reports, or outputs generated by our AI and technology platforms remain the exclusive property of TORO SCS unless otherwise specified in a Service Agreement.

6. Confidentiality

6.1. In the course of using the Site or engaging with TORO SCS, you may receive or have access to confidential or proprietary information, including business strategies, pricing, technology, client lists, operational data, and trade secrets ("Confidential Information").

6.2. You agree to hold all Confidential Information in strict confidence, not to disclose it to any third party without our prior written consent, and to use it solely for the purpose of evaluating or conducting business with TORO SCS.

6.3. This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of yours; (b) was already known to you prior to disclosure; (c) is independently developed by you without reference to the Confidential Information; or (d) is required to be disclosed by law or regulation, provided you give us prompt written notice of such requirement.

7. User Conduct

7.1. When using the Site, you agree not to:

  • Use the Site for any unlawful purpose or in violation of any applicable local, national, or international law or regulation.
  • Attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site.
  • Interfere with or disrupt the integrity or performance of the Site or its underlying infrastructure.
  • Introduce viruses, malware, or other harmful code to the Site.
  • Scrape, harvest, or collect data from the Site using automated means without our prior written consent.
  • Use the Site to transmit unsolicited commercial communications.
  • Impersonate any person or entity or misrepresent your affiliation with any person or entity.
  • Reverse engineer, decompile, or disassemble any software or technology accessible through the Site.

8. Third-Party Links and Integrations

8.1. The Site may contain links to third-party websites, services, or resources. These links are provided for convenience only, and TORO SCS does not endorse, control, or assume responsibility for the content, privacy policies, or practices of any third-party sites.

8.2. Our Services may integrate with third-party systems including enterprise resource planning (ERP) platforms, retailer portals, and shipping carrier systems. Your use of such third-party systems is subject to their respective terms and conditions.

9. Disclaimers

9.1. THE SITE AND ALL SITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS 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, OR COURSE OF PERFORMANCE.

9.2. TORO SCS does not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

9.3. While we strive to ensure the accuracy of information presented on the Site — including service descriptions, operational metrics, and company information — we do not guarantee the completeness, accuracy, or timeliness of such information. Actual service capabilities, capacities, and performance metrics may vary and are subject to the terms of individual Service Agreements.

9.4. Nothing on this Site constitutes professional, legal, financial, or tax advice. You should seek independent professional advice before making business decisions based on information obtained from the Site.

10. Limitation of Liability

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TORO SCS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

10.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TORO SCS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE SHALL NOT EXCEED ONE HUNDRED US DOLLARS (USD $100.00).

10.3. The limitations in this Section 10 apply to liability arising from any cause of action, whether in contract, tort (including negligence), strict liability, or any other legal theory. These limitations shall apply even if TORO SCS has been advised of the possibility of such damages.

10.4. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

11. Indemnification

11.1. You agree to indemnify, defend, and hold harmless TORO SCS, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Site or Services; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; or (d) your infringement of any intellectual property or other rights of any third party.

12. Governing Law and Dispute Resolution

12.1. These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

12.2. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days following written notice of the dispute.

12.3. If the dispute is not resolved through negotiation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, and shall be conducted in English. The decision of the arbitrator shall be final and binding.

12.4. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

12.5. For users accessing the Site from the European Union, nothing in these Terms shall deprive you of the protection afforded by mandatory provisions of the laws of your country of residence.

13. International Use

13.1. The Site is operated from the United States. TORO SCS makes no representation that the Site or Services are appropriate or available for use in all jurisdictions. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

13.2. Given our global operations across the United States, the European Union (Ireland), and the Asia-Pacific region (China), certain data processing activities may occur in multiple jurisdictions. Please refer to our Privacy Policy for further details on international data transfers.

14. Modifications to These Terms

14.1. TORO SCS reserves the right to modify, update, or revise these Terms at any time at our sole discretion. Changes will be effective upon posting to the Site with an updated "Last Updated" date.

14.2. Your continued use of the Site following the posting of revised Terms constitutes your acceptance of the changes. We encourage you to review these Terms periodically.

14.3. For material changes that significantly affect your rights or obligations, we will make reasonable efforts to provide notice through the Site or via the contact information you have provided to us.

15. Termination

15.1. We reserve the right to suspend or terminate your access to the Site or any portion thereof at any time, with or without cause, and with or without notice.

15.2. Upon termination, all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, confidentiality obligations, disclaimers, limitations of liability, and indemnification.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

17. Entire Agreement

These Terms, together with our Privacy Policy and Cookies Policy, constitute the entire agreement between you and TORO SCS with respect to your use of the Site. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and TORO SCS regarding the Site. For the avoidance of doubt, any executed Service Agreement between you and TORO SCS shall take precedence over these Terms with respect to the specific services covered by that agreement.

18. Waiver

The failure of TORO SCS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of TORO SCS.

19. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of TORO SCS. TORO SCS may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.

20. Force Majeure

TORO SCS shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, embargoes, fire, floods, labor disputes, supply chain disruptions, cyberattacks, or failures of third-party systems or infrastructure.

21. Contact Us

If you have any questions about these Terms, please contact us at:

TORO Supply Chain Solutions Email: business@toroscs.com Headquarters: New York, USA EU Office: Dublin, Ireland APAC Office: Shanghai, China