- Introduction
Torsh Inc., (“TORSH”, “We,” “Us,” or “Our”) is pleased to offer certain web services to you in accordance with the terms and conditions of this Agreement (“Agreement”). By creating an account to use any of the Services (as further defined below), clicking to accept, or otherwise accessing or using the Services, you agree to the terms of this Agreement which constitutes a binding contract between you and TORSH. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, do not use the Services. We may modify this Agreement at any time; if we make material changes, we will provide notice through the Services or by other reasonable means. Your continued use of any of the Services after the effective date of any updates to this Agreement constitutes acceptance. This Agreement specifically supersedes and replaces the terms and conditions of all prior agreements between you and Us relating to the Services hereunder.
- Services
You may access and use the Services in accordance with the terms of this Agreement. As used herein, “Services” mean the online web services provided by TORSH, including, TORSH Talent Basic, TORSH Talent Premium, SESEBA Foundations, SESEBA Plus, SESEBA Pro, Talent-ED AI, any associated add-ons, the TORSH Talent mobile iOS application, the TORSH Talent mobile Android application and/or such other online services as TORSH makes available to you from time to time. The various products and services comprising the Services enable you to access and use an online professional learning, data management and coaching platform that facilitates assessment, observation, feedback, measurement of effectiveness and coaching. The Services may include features or services that have separate rules specific to the feature or service. Some Services may be in beta, preview, or testing phase (each, a “Preview Offering”), for the purpose of evaluating performance, identifying defects and obtaining feedback. TORSH will not be liable for any damages in connection with your use of any Preview Offering and you agree not to publish or disclose the results or performance specifications of any Preview Offering. You are not required to use any Preview Offering, and we have no obligation to release a final version of any Preview Offering. You will comply with all laws, rules and regulations applicable to the use of the Services and any additional feature or service you use. You understand and agree that we may change, suspend or discontinue any part or all of the Services at any time. We will notify you of any material change to or discontinuation of the Services by email or via our websites. From time to time, TORSH may offer certain AI Features as a part of the Services. “AI Features” means the use of artificial intelligence (often referred as Generative AI) to generate certain content based on information provided by you alone or, to the extent applicable, in combination with other information. In providing the AI Features, TORSH may use its own model or utilize third party models.
- Registration and User Licenses
To register to use the Services, you must create a username and password and provide us with the information requested in the registration process. You must provide complete and accurate information during the registration process and will update your information to ensure it remains accurate. You are required to maintain and promptly update your account information including maintaining the confidentiality of your credentials. You are responsible for all activities that occur under your account, whether or not authorized and you must notify us immediately of any unauthorized access or security breach of your account information. When you create an account to use the Services, that account is for your exclusive use and you are not allowed to share your username and password with anyone else for the purpose of accessing the Services. If you share your username and passwords with anyone else, we reserve the right to immediately terminate your access to the Services. Use of the Services requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
- Use of the Services and Your Responsibilities
You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for your use of the Services and shall abide by, and ensure compliance with, all applicable laws in connection with your use of the Services, including but not limited to laws related to recording, intellectual property, privacy, and defamation. You acknowledge that the information available through the Services may include textual, photographic, video and audio components, which are protected by United States and international intellectual property law. You agree that when using the Services you will treat other users of the Services with respect and will not harass, intimidate, or harm others, or upload, transmit, store content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable. You will not upload content without appropriate rights, licenses, or consents and will not attempt unauthorized access to any system, network, or data. Additionally, you will not scrape or use any robot or other device (manual or automatic), program, algorithm or methodology, to access or monitor the Services. You also cannot circumvent the navigational structure or presentation of the Services or attempt to gain unauthorized access to any portion of the Services by hacking, password "mining", or any other illegal means. You cannot probe, scan or test the vulnerability of the Services or breach the security or authentication measures of the Services. Failure to comply with any provision of this Section will result in the immediate suspension or termination of your right to access the Services, and in certain cases, the initiation of legal proceedings against you by TORSH.
- User Content
You agree that you are solely responsible for the content, video, audio and other materials, information and data (collectively, “Content”) sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the content and to provide appropriate notices of third party rights and FERPA and other education privacy laws. During the term of this Agreement, you grant TORSH a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, right and license, with the right to sublicense, copy, reproduce, modify, use, publicly perform, display, store, process, distribute and create derivative works of your Content and, to the extent applicable, use for the purpose of developing, training, testing and improving machine learning and generative AI models: (a) as necessary to provide the Services to you in accordance with this Agreement; (b) to perform necessary maintenance, calibration, diagnostic and troubleshooting of the Services, and to monitor the performance of the Services; (c) to improve the Services, (d) to perform such other actions as required to deliver the Services and (e) as required by law. The license granted by TORSH under this section shall survive termination of this Agreement. You represent and warrant that you have the right to upload the Content to Our web properties and that such use does not violate or infringe on any rights of any third party. Under no circumstances will TORSH be liable in any way for any (i) Content that is transmitted or viewed while using the Services, (ii) errors or omissions in the Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although TORSH is not responsible for any Content, TORSH may delete any Content, at any time without notice to you, if TORSH becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in the Content which you submit, post or display on or through, the Services. TORSH expressly disclaims any liability for the data and Content stored on or transmitted through TORSH’s servers or networks and for your actions or omissions. TORSH retains the right to review any Content that is transmitted through or stored on our networks or servers for the purpose of ensuring compliance with our rules and to maintain quality control. TORSH may retain your Content and account data for as long as necessary to provide and improve the Services and as required for legal, regulatory, security, or business purposes, including for a commercially reasonable period after account inactivity or termination. TORSH may also delete, archive, or anonymize data at any time and retain aggregated or de-identified data indefinitely. You hereby acknowledge that deleted data may not be recoverable. To learn more about your rights and responsibilities in connection with your Content and other information we have about you, please view our privacy policy located here.
- AI Features
Any content generated by the AI Features has been created by a generative artificial intelligence model. The AI Features operate using automated systems and may produce outputs that are inaccurate, incomplete, or biased. You acknowledge and agree that AI-generated outputs are provided for informational purposes only and do not constitute professional, instructional, legal, or other advice; you are solely responsible for reviewing, validating, and determining the appropriateness of any AI-generated output before relying on or using it; and your use of any AI-generated output is at your own risk. TORSH does not review AI-generated outputs prior to delivery and makes no representations or warranties regarding the accuracy, reliability, or completeness of any output generated by the AI Features. To the maximum extent permitted by law, TORSH disclaims all liability arising from or related to your use of the AI Features or any AI-generated output. You hereby grant TORSH the right to use inputs, outputs, and related data generated through your use of the AI Features to operate, improve, and develop the Services, including for the training and improvement of machine learning and artificial intelligence models. If you do not want your input data used to improve the Services, you can opt-out at any time by sending an email to legal@torsh.co. Please note that in some cases this may limit your use of the Services and/or its ability to deliver on its intended purpose. The AI Features may incorporate or rely on third-party models or services. TORSH is not responsible for third-party AI systems or their outputs. Please note that with third party AI models, it is possible that your data input can be absorbed into their AI training model even where a policy might indicate otherwise.TORSH may modify, suspend, or discontinue AI Features at any time without liability.
- Intellectual Property
You acknowledge that content on our web properties and the software and technology underlying the Services and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable material, including the selection and arrangements thereof, provided or made available to you in connection with the Services are the proprietary works of us and/or our third party providers and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark, service mark, patent, trade secret and/or other proprietary rights and laws. The trademarks, service marks, and logos that are used and displayed on our web properties or in the Services are registered and unregistered trademarks of ours and our partners, and are protected, without limitation, pursuant to U.S. and foreign trademark laws. Except for our limited authorization below, you may not copy, reproduce, publish, perform, distribute, disseminate, broadcast, circulate, modify, create derivative works of, rent, lease, sell, assign, sublicense, otherwise transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit the Services, our software or underlying technology. You also will not decompile, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code of, our software, the Services or our underlying technology. If you engage in any of the above, we have the right to immediately suspend or terminate your access to the Services and initiate any legal action against you to protect our rights in our intellectual property. We grant you a limited, non-perpetual, revocable, nontransferable, non-assignable, non-exclusive, royalty-free license to access and utilize the Services, software, underlying technology and content associated with the Services for noncommercial personal or educational purposes. This includes the right to print or download a reasonable number of copies of the materials or content on our web properties for your own informational purposes.
- Indemnification
You hereby agree to defend, indemnify and hold harmless TORSH and its affiliates (including without limitation officers, directors, employees, shareholders and agents) from and against any and all claims, suits, damages, losses, liabilities, penalties, actions, proceedings, judgments, settlements, and any and all expenses and costs related thereof and demands thereof of any type and nature (whether actual or alleged, known or unknown, disclosed or undisclosed), including without limitation costs and reasonable attorneys’ fees, in connection with any claim or action that arises from (i) your violation of this Agreement, (ii) the content or information you post, transmit or store using the Services or (iii) your activities or postings in connection with your use of the Services, including, but not limited to, the infringement or violation by you, of any intellectual property or other right of any person or entity or applicable law. In addition, you acknowledge and agree that TORSH has the right to seek damages when you use the Services or our web properties for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, reliance and/or consequential damages.
- Disclaimers
To the maximum extent permitted by applicable law, in no event will TORSH or its affiliates or suppliers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Services or the provision of or failure to provide technical or other support services, whether arising in tort (including negligence) contract or any other legal theory, even if TORSH, its affiliates or suppliers have been advised of the possibility of such damages. In any case, TORSH’s maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by you for the services (if any) in the twelve (12) months preceding the event or circumstances giving rise to such claims. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. You understand and agree that the Services are provided "as is" and TORSH, its affiliates and suppliers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. TORSH, its affiliates and suppliers make no warranty or representation regarding the results that may be obtained from the use of the Services and/or the AI Features, regarding the accuracy or reliability of any information obtained through the Services or that the Services and/or the AI Features will meet any user's requirements, or be uninterrupted, timely, secure or error free. Use of the Services is at your sole risk. Any material and/or data downloaded or otherwise obtained through the use of the Services is at your own discretion and risk. You will be solely responsible for any damage to you resulting from the use of the Services and/or the AI Features. The entire risk arising out of use or performance of the Services and/or the AI Features remains with you. TORSH does not assume any responsibility for retention of any user information or communications between users. TORSH cannot guarantee and does not promise any specific results from use of the services and/or the AI Features. Use is at your own risk.
- Fees and Payment
We calculate and bill fees and charges in connection with the specific Services used by you. From time to time, certain Services are provided free of charge and no bills or invoices will be issued in connection therewith. In most cases, fees and charges for the Services will be billed to the school, organization or entity purchasing Services on your behalf. We reserve the right to change our prices and institute new charges at any time. In such an event, we will provide notice to whomever is making payment on your behalf. Should a school, organization or other entity fail to make payment for a Service as required, your access to the Services may be suspended until payment is made.
- Term and Termination
The term of this Agreement commences when you create an account and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Services under your account, and we may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to the Services, immediately if: (i) we change the way we provide or discontinue any Service; (ii) you or the school, organization or entity responsible for the purchase of the Services are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Services poses a risk to the availability, functionality or security of the Services; (iv) we reasonably determine that your use of the Services may be unlawful; or (v) you use the Services in a way that is prohibited as provided in this Agreement. We will use commercially reasonable efforts to restore your access to the Services promptly following resolution of the cause of your suspension. We may suspend or terminate your access to or use of any Preview Offering at any time and for any reason. Upon termination of this Agreement all your rights under this Agreement immediately terminate.
- Governing Law, Personal Jurisdiction, and Venue
This Agreement, use of the Services and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the state of Louisiana, without reference to conflicts of laws principles. You hereby (i) irrevocably submits to the exclusive jurisdiction of the courts of the state of Louisiana located in Orleans Parish and the United States District court for the Eastern District of Louisiana, for the purposes of any suit, action or other proceeding arising out of these terms of services, use of the Services or the subject matter hereof or any of the transactions contemplated hereby brought by you or TORSH or their respective successors or assigns, (ii) irrevocably agree that all claims in respect of such suits, actions or proceedings may be heard and determined in such Louisiana state court or to the fullest extent permitted by law in the United States District court for the Eastern District of Louisiana and (iii) to the extent permitted by applicable law, irrevocably waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that you are not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING ANY ACTION, LAWSUIT, OR PROCEEDING AS A CLASS OR COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.
- Miscellaneous
This Agreement, together with any order forms entered into between TORSH and any school, organization or entity purchasing Services on your behalf, all exhibits, schedules and annexes hereto, is the complete and exclusive statement of the agreement between You and TORSH and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Except as otherwise provided herein (including updates posted by TORSH), this Agreement may not be amended, modified, supplemented or altered except by a written agreement that is signed by both parties. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and be enforceable. Any waivers or modifications to the Agreement must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. This Agreement shall not be assignable by You without our prior written consent. TORSH may assign this Agreement in whole or in part upon written notice to you. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor. You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to TORSH, its affiliates and suppliers, and under such circumstances TORSH, its affiliates and suppliers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Last Modified: March 23, 2026