Updated: November, 2021
READ CAREFULLY THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”), WHICH CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN TROOPS, INC. (TROOPS“TROOPS”) AND YOU FOR USE OF THE SERVICES (AS DEFINED BELOW) DURING YOUR FREE TRIAL. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS AND ON BEHALF OF CUSTOMER. BY SELECTING THE “ACCEPT” BUTTON OR BY DOWNLOADING, ACCESSING, INSTALLING OR USING ANY OF THE SERVICES (“ACCEPTANCE”), YOU CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD DISCONTINUE INSTALLATION AND YOU ARE PROHIBITED FROM DOWNLOADING, ACCESSING, INSTALLING OR USING THE SERVICES. IF CUSTOMER COLLECTS AND SHARES PERSONAL DATA OR PERSONAL INFORMATION WITH TROOPS, THEN THE ADDITIONAL TERMS IN THE TROOPS DATA PROCESSING ADDENDUM AT HTTPS://TROOPS.AI/DPA SHALL BE BINDING UPON TROOPS AND CUSTOMER.
- “Documentation” means the Software user guide and other technical documentation delivered by Troops.
- “Services” means the proprietary technology platform and solutions made available to Customer for the sole purpose of configuring key sales signals in the Customer’s team messaging platform.
- “You, ” “Your” or “Customer” means you, the individual entering into this Agreement on behalf of the entity on whose behalf you obtain or access the Software and/or Services. For the avoidance of doubt, references to “you” and “Customer” are references to you and such entity, collectively.
2. ACCESS USE.
Subject to all of the terms and conditions in this Agreement Troops, Troops grants Customer a nonexclusive, nontransferable right and license to access the Services, as provided by or on behalf of Troops.
Customer shall not sublicense, distribute or otherwise transfer the Services to any of its customers or other third parties or permit third parties to access or use the Services. Customer’s use of the Services shall comply with all other limitations, prohibitions and conditions described in the Documentation and in this Agreement, including restrictions regarding the number of users of the Services.
Troops does not offer or provide any technical support or other services under this Agreement. Such services may be available, if at all, upon such terms and conditions as Customer and Troops (or its authorized agent) may agree in a separate arrangement.
3. PROPRIETARY RIGHTS.
Unless and only to the extent expressly specified in this Agreement, Customer shall not directly or indirectly (a) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying organization, structures, ideas or algorithms of the Services (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (b) copy, adapt, combine, integrate, bundle, create derivative works of, translate, localize, port or otherwise modify any Services or Documentation, (c) use the Services or Documentation, or allow the transfer, transmission, export or re-export of all or any part of the Software or Documentation or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction or (d) obscure, alter or remove any printed or on-screen proprietary or legal notice displayed by or contained on or in any the Services or Documentation.
3.2 No Implied License.
Except for the limited rights expressly granted hereunder, no other right, license or option is granted, no other use is permitted and Troops (and its licensors) owns and retains all rights, title and interests in and to the Services and Documentation.
3.3 Third Party Software.
The Services may operate, interface and/or be delivered with other software licensed from and owned by third parties, the use of which may be subject to additional or different terms set forth in the applicable open source or other license described in the Documentation. Customer is solely responsible for installing, operating and maintaining all necessary rights to use any third party software with which the Services interact and for ensuring that use of the Services complies with all end user terms and conditions applicable such use. Troops shall have no liability to Customer for Customer’s failure or inability to do any of the foregoing. Customer agrees to indemnify and hold Troops harmless from any claims resulting from any such failure by Customer.
3.4 License to Your Materials.
Customer acknowledges and agrees that the Services may access information, data and other content or materials which you have access to or use in connection with third party software or services (“Customer Materials”). You hereby grant Troops a license to process, reproduce and otherwise act with respect to such Customer Materials, solely to enable Customer to operate the Services. You represent and warrant that you have the right to allow Troops to access such Customer Materials for use with the Services pursuant to this Agreement.
4. NO WARRANTIES.
THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHER TROOPS NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THE SERVICES WILL FUNCTION IN ANY ENVIRONMENT OR BE COMPATIBLE WITH ANY APPLICATION OR THIRD PARTY SOFTWARE OR INFORMATION, OR THAT ITS OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED OR OTHERWISE MEET CUSTOMER’S BUSINESS REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, TROOPS (FOR ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING THE SERVICES AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY.
EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW (INCLUDING WITH RESPECT TO BODILY INJURY OF A PERSON), IN NO EVENT SHALL TROOPS (OR ITS LICENSORS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL OR (C) DAMAGES IN THE AGGREGATE IN EXCESS OF THE GREATER OF (I) THE AMOUNT PAID TO TROOPS FOR THE SERVICES AND (II) $100, IN EACH CASE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
6. TERM AND TERMINATION.
6.1 Term and Termination.
This Agreement shall commence upon Acceptance and continue in effect until the earlier of i) the expiration of the free trial or ii) this Agreement is terminated by either party upon written notice to the other party.
Upon any termination of this Agreement, all rights, obligations and licenses hereunder shall cease, except that the following shall survive: (a) all obligations that accrued prior to termination and remedies for breach of this Agreement; and (b) the provisions of Sections 3 (Proprietary Rights), 4 (No Warranties), 5 (Limitation of Liability), 7 (General Provisions) and this Section 6.
7. GENERAL PROVISIONS.
7.1 Entire Agreement.
This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements, between the parties about the subject matter of this Agreement. No change, consent or waiver will be effective unless in writing and signed by the party against which enforcement is sought. If any provision is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.
Troops may modify this Agreement for any reason, including to reflect changes to the law or changes to our Services. You should look at the terms regularly and the “Last Updated” date at the beginning of this Agreement. Changes will not apply retroactively and will become effective no sooner than ten (10) days after they are posted. However, changes addressing new functions for Services or changes made for legal reasons will be effective immediately. If you do not agree to the modified Agreement, you should discontinue your use of Services.
7.3 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions. The parties hereby consent and agree that the sole and exclusive jurisdiction and venue for actions related to this Agreement in the state or federal courts located in New York, New York
The failure of either party to enforce its rights or remedies under this Agreement at any time for any period will not be construed as a waiver of such rights or remedies. In the event of any breach or threatened breach of Section 3, Customer agrees that Troops will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, in addition to any other remedy, Troops shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.
This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred without the prior written consent of the other party, except that either party (without consent) may assign its rights and obligations hereunder to any of its affiliates or to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation or otherwise). This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
For US government users, the use, duplication, reproduction, modification, release, disclosure or transfer of the Software or Documentation is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. The Software is commercial computer software and the Documentation is commercial computer software documentation. The use of the Software and Documentation is further restricted in accordance with the terms of this Agreement.