These terms of use
(“Terms of Use”) are entered into by and between You (to include any entity or organization
for which you are an officer, agent, employee, or other representative) and Troutwood, Inc.
("Troutwood," “Company,” "we," or "us"). These
Terms of Use govern your access to and use of Troutwood’s products and services (including without limitation, Troutwood mobile applications, Troutwood’s website at www.troutwood.com, Troutwood’s Enterprise Dashboard, and any other product or service offered by Troutwood and which expressly reference these Terms of Use, together the
“Troutwood Services”) including any content, functionality and services offered on or through the Troutwood Services, whether as a guest or a registered user. The term “Troutwood Services” expressly includes any manuals, instructions, guides, or other writings or documentation, whether in physical, electronic or other form, that is made available by Company in connection with your use of the Troutwood Services (together, the
“Documentation”). To the extent you are accessing the Troutwood Services on behalf of or as an agent of an entity or organization, you represent and warrant to Company that you have the authority to bind such entity or organization to these Terms of Use.
Please read these Terms of Use carefully before you access and/or use any Troutwood Services.
By using any Troutwood Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy,
found at https://www.troutwood.com/policies, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Troutwood Services.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective
immediately when we post them.
Your continued use of the Troutwood Services following the posting of revised Terms of Use means that you accept and agree to Terms of Use as revised. You are expected to check this page each time you access the Troutwood Services so you are aware of any changes, as they are binding on you.
Accessing the Troutwood Services and Account Security
We reserve the right to withdraw or amend any of the Troutwood Services, and any service, information or material we provide via the Troutwood Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Troutwood Services is unavailable at any time or for any period. From time to time, we may restrict access to the Troutwood Services, or any part thereof.
You are responsible for:
- Making all arrangements necessary for you to have access to the Troutwood Services.
- Ensuring that all persons who access the Troutwood Services through your internet connection are aware of these Terms of Use and comply with them.
To access the Troutwood Services, you may be asked to provide certain registration details or other information.
It is a condition of your use of the Troutwood Services that all the information you provide is correct, current
and complete. You agree that all information you provide to register with the Troutwood Services or otherwise,
including, but not limited to, through the use of any interactive features of the Troutwood Services, is
governed by our Privacy Policy, and you consent to all actions we take with respect to your information
consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password or any other piece of information as part of our
security procedures, you must treat such information as confidential, and you must not disclose it to any other
person or entity. You also acknowledge that your account is personal to you and agree not to provide any other
person with access to the Troutwood Services, or any portion thereof, using your user name, password or other
security information. You agree to notify us immediately of any unauthorized access to or use of your user name
or password or any other breach of security. You also agree to ensure that you exit from your account at the end
of each session. You should use particular caution when accessing your account from a public or shared computer
so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by
us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any
provision of these Terms of Use.
Intellectual Property Rights
The Troutwood Services, including the Documentation and all content, features and functionality (including but
not limited to all information, software, text, displays, images, video and audio, and the design, selection and
arrangement thereof), are owned by the Troutwood, its licensors or other providers of such material and are
protected by United States and international copyright, trademark, patent, trade secret and other intellectual
property or proprietary rights laws.
Except as otherwise expressly authorized by Troutwood, these Terms of Use permit you to use the Troutwood
Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, adapt,
sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Troutwood Services.
Furthermore, you must not create derivative works of, publicly display, publicly perform, republish, download,
store or transmit any part of the Troutwood Services, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing
those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages generated by the Troutwood Services for
your own personal, non-commercial use and not for further reproduction, publication or distribution.
- If we provide desktop, mobile or other applications for download, you may download a single copy to your
computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by
our end user license agreement for such applications.
- If we provide Social Media Features with certain content, you may take such actions as are enabled by such
features.
You must not:
- Modify copies of any part of the Troutwood Services.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying
text.
- Delete or alter any copyright, trademark or other proprietary rights notices in connection with the Troutwood
Services.
You must not access or use for any commercial purposes any part of the Troutwood Services.
If you wish to make any use of the Troutwood Services other than as expressly permitted by these Terms of Use,
please address your request to: support@troutwood.com.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the
Troutwood Services in breach of the Terms of Use, your right to use the Troutwood Services will cease
immediately and you must, at our option, return or destroy any copies of the materials you have made. No right,
title or interest in or to any part of the Troutwood Services is transferred to you, and all rights not
expressly granted are reserved by the Company. Any use of the Troutwood Services not expressly permitted by
these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
Trademarks
The Company name, the terms “Troutwood," the Company logo and all related names, logos, product and service
names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such
marks without the prior written permission of the Company. All other names, logos, product and service names,
designs and slogans used in connection with the Troutwood Services are the trademarks of their respective
owners.
Prohibited Uses
You may use the Troutwood Services only for lawful purposes and in accordance with these Terms of Use. You agree
not to use the Troutwood Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including,
without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to
inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with the
Content Standards set out in these Terms of Use.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail,"
"chain letter," "spam," or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or
entity (including, without limitation, by using e-mail addresses associated with any of the foregoing) or
otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading
or inaccurate information.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Troutwood Services,
or which, as determined by us, may harm the Company or users of the Troutwood Services, or expose them to
liability.
- To access or use (or attempt to access or use) another user’s account without permission, or solicit another
user’s login information.
- To probe, scan or test the vulnerability of the Troutwood Services, nor breach the security or authentication
measures for the Troutwood Services or take any action that imposes an unreasonable or disproportionately large
load on the infrastructure of the Troutwood Services, such as a denial of service attack.
- To provide, disclose or transmit any portion of the Troutwood Services to any direct or indirect competitor of
the Company.
Additionally, you agree not to:
- Use the Troutwood Services in any manner that could disable, overburden, damage, or impair the Troutwood
Services or interfere with any other party's use of the Troutwood Services, including their ability to engage in
real time activities via the Troutwood Services.
- Use any robot, spider or other automatic device, process or means to access the Troutwood Services for any
purpose, including monitoring or copying any part of the Troutwood Services.
- Use any manual process to monitor or copy any part of the Troutwood Services, or for any other purpose not
expressly authorized in these Terms of Use, without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Troutwood Services.
- Introduce into the Troutwood Services any viruses, trojan horses, worms, logic bombs or other material which
is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Troutwood Services,
the servers on which the Troutwood Services are stored, or any server, computer or database connected to the
Troutwood Services.
- Attack the Troutwood Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Troutwood Services.
- Use or distribute any content via the Troutwood Services, including content that has been verified or
confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any
database or product.
User Contributions
The Troutwood Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin
boards, and other interactive features (collectively,
"Interactive Services") that allow users to post, submit,
publish, display or transmit to other users or other persons (hereinafter,
"post") content or materials
(collectively,
"User Contributions") on or through the Troutwood Services.
All User Contributions must comply with the
Content Standards set out in these Terms of Use.
Any User Contribution you post via the Troutwood Services will be considered non-confidential and
non-proprietary. By providing any User Contribution on the Troutwood Services, you grant us and our affiliates
and service providers, and each of their and our respective licensees, successors and assigns the right to use,
reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for
any purpose.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted
above to us and our affiliates and service providers, and each of their and our respective licensees, successors
and assigns.
- All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such User Contributions, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Troutwood Services.
Monitoring and Enforcement; Termination.
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Troutwood Services or the public or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Troutwood Services.
- Terminate or suspend your access to all or part of the Troutwood Services for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or
court order requesting or directing us to disclose the identity or other information of anyone posting any
materials on or through the Troutwood Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES,
LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES
DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY
EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Troutwood Services, and cannot ensure prompt
removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action
or inaction regarding transmissions, communications or content provided by any user or third party. We have no
liability or responsibility to anyone for performance or nonperformance of the activities described in this
section.
Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations.
Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful,
inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any
other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material
that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise
may be in conflict with these Terms of Use and our Privacy Policy.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or
advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not
the case.
Copyright Infringement
If you believe that any User Contributions violate your copyright, please see our
Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
Reliance on Information Posted
The information presented on or through the Troutwood Services is made available solely for general information
purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place
on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any
reliance placed on such materials by you or any other visitor to the Troutwood Services, or by anyone who may be
informed of any of its contents.
This Troutwood Services may include content provided by third parties, including materials provided by other
users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements
and/or opinions expressed in these materials, and all articles and responses to questions and other content,
other than the content provided by the Company, are solely the opinions and the responsibility of the person or
entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are
not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by
any third parties.
Changes to the Troutwood Services
We may update the content of the Troutwood Services from time to time, but its content is not necessarily
complete or up-to-date. Any of the material on the Troutwood Services may be out of date at any given time, and
we are under no obligation to update such material.
Information About You and Your Visits to the Troutwood Services
All information we collect via the Troutwood Services is subject to our
Privacy Policy. By using the Troutwood
Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy
Policy.
Linking to the Troutwood Services and Social Media Features
You may link to the Company homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
This Troutwood Services may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content of the Troutwood Services.
- Send e-mails or other communications with certain content, or links to certain content, of the Troutwood
Services.
- Cause limited portions of content on the Troutwood Services to be displayed or appear to be displayed on your
own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are
displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to
such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Troutwood Services or portions of it to be displayed, or appear to be displayed by, for example,
framing, deep linking or in-line linking, on any other site.
- Link to any part of the Troutwood Services other than the Company homepage.
- Otherwise take any action with respect to the materials of or on the Troutwood Services that is inconsistent
with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the
Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Troutwood Services
If the Troutwood Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept
no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked from the Troutwood Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The Company, as the owner of the Troutwood Services, is based in the Commonwealth of Pennsylvania in the United States. We provide the Troutwood Services for use only by persons located in the United States. We make no claims that the Troutwood Services or any of its content is accessible or appropriate outside of the United
States. Access to the Troutwood Services may not be legal by certain persons or in certain countries. If you access the Troutwood Services from outside the United States, you do so on your own initiative and are
responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Troutwood Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus
protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED
DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER
EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES
OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE
LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER
THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET
YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED, DISCLAIMED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY,
ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY
CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH
OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF
PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER
CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers,
and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers,
successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs,
expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these
Terms of Use or your use of the Troutwood Services, including, but not limited to, your User Contributions, any
use of the Troutwood Services' content, services and products other than as expressly authorized in these Terms
of Use, or your use of any information obtained from the Troutwood Services.
Governing Law and Jurisdiction
All matters relating to the Troutwood Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to
any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other
jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Troutwood Services shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania, in each case located in the City of Pittsburgh and County of Allegheny, although we retain the
right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Troutwood Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of
the American Arbitration Association applying Pennsylvania law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST
BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS
PERMANENTLY BARRED.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Troutwood, Inc. with respect to the Troutwood Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Troutwood Services.
Your Comments and Concerns
This website is operated by Troutwood, Inc., 2286 Sylvan Drive, Pittsburgh, Pennsylvania 15237.
All notices of copyright infringement claims should be sent to the copyright agent designated in our
Copyright Policy in the manner and by the means set forth therein.
All other feedback, comments, requests for technical support and other communications relating to the Troutwood
Services should be directed to: support@troutwood.com.
SUPPLEMENTAL TERMS OF USE FOR USERS OF TROUTWOOD’S ENTERPRISE DASHBOARD
The following Supplemental Terms of Use (the
“Supplemental Terms”) apply to you if you have been granted access
to and/or are using the Troutwood Enterprise Dashboard (the
“Dashboard”) component of the Troutwood Services. By
accessing or using the Troutwood Services, including the Dashboard, the Documentation, and any other products or
services made available by Troutwood to you, you are expressly agreeing to be bound by these Supplemental Terms.
You are also fully bound by the preceding Terms of Use. To the extent you are also subject to a separate Statement of Services or other agreement with the Company (together, the
“Agreement”), you are also bound the terms of the Agreement.
Confidential Information
For purposes of this Section
“Confidential Information” shall mean information concerning either Company’s or your business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential.” The party receiving
Confidential Information of the other party is the
“Receiving Party” and the party disclosing Confidential
Information is the
“Disclosing Party.” Confidential Information does not include information that, at the time
of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c)
rightfully obtained by the Receiving Party on a non-confidential basis from a third-party; or (d) independently
developed by the Receiving party. Neither you nor Company shall disclose the other’s Confidential Information to
any person or entity, except to the Receiving Party’s employees or agents who have a need to know such
Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the
Agreement, these Terms of Use, or these Supplemental Terms. Notwithstanding the foregoing, the Receiving Party
may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a
court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the
Party making the disclosure pursuant to the order shall first have given written notice to the other Party and
made a reasonable effort to obtain a protective order or (ii) to establish a Party’s rights under the Agreement,
including to make required court filings. On the expiration or termination of the Agreement, the Receiving Party
shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or
media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to
the Disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of
non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire
five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any
Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations
of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential
Information remains subject to trade secret protection under applicable law.
ADDITIONAL LIMITATION OF LIABILITY
IN ADDITION TO THE LIMITATION LIABILITY SET FORTH IN THE TERMS OF USE, IN NO EVENT WILL COMPANY’S AGGREGATE
LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TROUTWOOD SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY,
INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL
AMOUNTS PAID TO COMPANY BY YOU FOR THE TROUTWOOD SERVICES IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING
RISE TO THE CLAIM OR TEN THOUSAND DOLLARS ($10,000.00), WHICHEVER IS LESS.
User Data
For purposes of this Section, an
“Authorized User” is a user of the Troutwood Services and meets at least one of
the following criteria: (i) the user meets the definition of an “Authorized User” in the Agreement ; or (ii) the
user has been provided access to the Troutwood Services by you.
“User Data” shall mean data and information
(including personally identifiable information and financial information) provided by Authorized Users to the
Troutwood Services. To the extent you have access to User Data, you agree that you will maintain the security
and confidentiality of such User Information and will not use the User Data except as expressly permitted by the
Agreement.
Additional Indemnification by You
In addition to your indemnification obligations set forth in the Terms of Use, you shall indemnify, hold harmless, and, at Company’s option, defend Company from and against any liability, losses, damages, costs, or expenses (including reasonable attorney fees) resulting from any third-party claim arising from or related to:
(i) claims that you have misused or improperly disclosed User Data; (ii) your negligence or willful misconduct;
(iii) use of the Troutwood Services in a manner not authorized by the Agreement or by these Terms of Use; (iv)
use of the Troutwood Services in combination with data, software, hardware, equipment, or technology not
provided by Company nor authorized by Company in writing; or (v) modifications to the Troutwood Services not
made by Company. You may not settle any claim against Company unless Company consents to such settlement, and
Company shall have the right, at its option, to defend itself against any such claim, or to participate in the
defense thereof by counsel of its own choice.
Indemnification by Company
Company shall indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by you resulting from any third-party claim,
suit, action, or proceeding that the Troutwood Services, or any use of the Troutwood Services in accordance with the Agreement or these Terms of Use, infringes or misappropriates any third party US patent, copyright, or trade secret, provided that you promptly notify Company in writing of such claim, cooperate with Company in the defense of such claim, and allow Company sole authority to control the defense and settlement of such claim.
In the event of a claim or threatened claim for which Company would be obligated to indemnify as set forth above, you agree to permit Company, at Company’s sole discretion, to (i) modify or replace the Troutwood
Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right necessary for you to
continue to use the Troutwood Services. If Company determines that neither alternative is reasonably available,
Company may terminate the Agreement and your access to the Troutwood Services, in its entirety or with respect
to the affected component or part, effective immediately upon written notice to you.
Company’s obligation to indemnify pursuant to this Section shall not apply to the extent that the alleged
infringement arises from: (i) use of the Troutwood Services in combination with data, software, hardware,
equipment, or technology not provided by Company nor authorized by Company in writing; (ii) modifications to the
Troutwood Services not made by Company; or (iii) third-party products neither provided or authorized by Company
for use with the Troutwood Services.