Terms of Service


Welcome to Tropofy. We are a Platform as a Service company and provide services made available at our website tropofy.com, subdomains and related sites which enable the creation of web applications using the Tropofy Python framework. If you have questions about how to use our services or the great things you can do with Tropofy, see our FAQ first.

The Tropofy Platform

Adapted from Google App Engine Terms of Service.

  1. Your Agreement with Tropofy
    1. This License Agreement for the Tropofy Service (the "Agreement") is made and entered into by and between Tropofy and the business entity agreeing to these terms ("Customer"). "Tropofy" means Tropofy Pty Ltd, located at 9 Lassie St, Oxley 4075, Queensland, Australia and any of its subsidiaries or affiliates involved in providing the Tropofy Service
    2. In order to use the Tropofy Services, you must first agree to be bound by the Agreement. You can agree to be bound by the Agreement by actually using the Tropofy Services. You understand and agree that Tropofy will treat your use of the Tropofy Services as acceptance of the Agreement from that point onwards.
    3. If you are accepting on behalf of Customer, you represent and warrant that: (i) if you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer do not use the Tropofy Service. This Agreement governs Customer's access to and use of the Service.
    4. Tropofy can change the Agreement at any time and we will provide you notice of the change, whether via the Tropofy website, by sending you an email or via any messaging service Tropofy provides. Your continued use after that notice means that you agree to the changes made to the Agreement.
    5. You may not use the Tropofy Services if you are a person barred from receiving the Tropofy Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Tropofy Services. You affirm that you are over the age of 18, as the Tropofy Services are not intended for children under 18.
    6. You agree your purchases of Tropofy Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Tropofy or any of its affiliates regarding future functionality or features.
  2. Licenses
    1. From Tropofy to Customer. Subject to this Agreement, Tropofy grants to Customer a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to (a) use the Service, (b) integrate the Service into any Application and provide the Service, solely as integrated into the Application, to users of the Application and (c) use any Software provided by Tropofy as part of the Service.
    2. From Customer to Tropofy. By submitting, posting, generating or displaying any Application and/or Customer Data on or through the Service, Customer gives Tropofy a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Application and/or including Customer Data for the sole purpose of enabling Tropofy to provide Customer with the Service in accordance with the Agreement.
  3. Intellectual Property Rights; Brand Features
    1. INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS AGREEMENT DOES NOT GRANT EITHER PARTY ANY RIGHTS, IMPLIED OR OTHERWISE, TO THE OTHER'S CONTENT OR ANY OF THE OTHER'S INTELLECTUAL PROPERTY. AS BETWEEN THE PARTIES, CUSTOMER OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN ANY APPLICATION AND CUSTOMER DATA, AND TROPOFY OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN THE SERVICE.
    2. Brand Features Limitation. For the sole purpose of providing the Service, Customer permits Tropofy to display any Brand Features that may appear in its Application. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
  4. Provision of the Service
    1. App Management. Tropofy will provide the Service to Customer. As part of receiving the Service, Customer will have access to the App Management Tropofy app, through which Customer may monitor the Service.
    2. Facilities and Data Transfer. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Tropofy processes and stores its own information of a similar type. Tropofy may process and store an Application and Customer Data in any country in which Tropofy chooses. By using the Service, Customer consents to this processing and storage of an Application and Customer Data. The parties agree that Tropofy is merely a data processor.
  5. Accounts Customer must have an Account to use the Service, and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. If Customer becomes aware of any unauthorized use of its password or its Account, Customer will notify Tropofy as promptly as possible. CUSTOMER MUST PROVIDE ACCURATE AND COMPLETE REGISTRATION INFORMATION ANY TIME CUSTOMER REGISTERS TO USE THE SERVICE. CUSTOMER MUST NOT USE AN EMAIL ADDRESS WHICH IS TIME LIMITED IN NATURE OR PROVIDE FALSE OR MISLEADING CONTACT DETAILS DELIBERATELY TO GAIN ANONYMOUS ACCESS TO THE SERVICE.
  6. New Features Tropofy may make new applications, tools, features or functionality available from time to time through the Service, the use of which may be contingent upon Customer's agreement to additional terms.
  7. Modifications
    1. To the Service. Subject to Section 'Termination for Convenience', Tropofy may make commercially reasonable Updates to the Service from time to time. If Tropofy makes a material change to the Service, Tropofy will inform Customer.
    2. Tropofy is constantly innovating in order to provide the best possible service for its Customers. Customer acknowledges and agrees that the form and nature of the Tropofy Services which Tropofy provides may change from time to time without prior notice to Customer. Examples of changes to the form and nature of the Tropofy Services include, without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
    3. To the Agreement. Tropofy can change the Terms at any time and we will provide you notice of the change, whether via the Tropofy website, by sending you an email or via any messaging service Tropofy provides. Your continued use after that notice means that you agree to the changed Agreement.
  8. Payment Terms
    1. Free For individual problem solvers developing for the mass market. The Tropofy Service is provided to Customer without charge if the Customer is an individual problem solver developing for the mass market. Please see Tropofy's FAQ if you are unsure if this categorisation applies to your use of the Service.
    2. For Professional problem solvers developing apps on behalf of an employer. Access to the Tropofy platform is charged on a per developer basis, with an initial license fee and annual support. Hosting fees for published apps are charged as a function of the computing resources consumed. Please see Tropofy's FAQ if you are unsure if this categorisation applies to your use of the Service.
  9. Customer Obligations
    1. Compliance. Customer is solely responsible for its Applications and Customer Data, and for making sure its Applications or Customer Data comply with the Acceptable Use Policy. Tropofy reserves the right to review the Application or Customer Data to ensure Customer's compliance with the Acceptable Use Policy. Customer is responsible for ensuring all End Users comply with Customer's obligations under the Agreement.
    2. Privacy. Customer will protect the privacy and legal rights of its End Users under all applicable laws and regulations, which includes a legally adequate privacy notice communicated from Customer. Customer may have the ability to access, monitor, use, or disclose Customer Data submitted by End Users through the Service. Customer will obtain and maintain any required consents from End Users to allow Customer's access, monitoring, use and disclosure of Customer Data. Further, Customer will notify its End Users that any Customer Data provided as part of the Service will be made available to a third party as part of Tropofy providing the Service.
  10. Restrictions Customer itself will not, and will not allow third parties under its control to:
    1. COPY, MODIFY, CREATE A DERIVATIVE WORK OF, REVERSE ENGINEER, DECOMPILE, TRANSLATE, DISASSEMBLE, OR OTHERWISE ATTEMPT TO EXTRACT THE SOURCE CODE OF THE SERVICE OR ANY COMPONENT THEREOF NOT DEEMED TO BE AN OPEN SOURCE COMPONENT;
    2. access (or attempt to access) the administrative interface of the Service by any means other than through the interface that is provided by Tropofy in connection with the Service
    3. use the Service for High Risk Activities;
    4. use the Service in the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons.
    5. sublicense, resell, or distribute the Service or any component thereof separate from any integrated Application;
    6. use the Service to create, train, or improve (directly or indirectly) a substantially similar product or service, including any other machine translation engine;
    7. create multiple Applications or Accounts to simulate or act as a single Application or Account (respectively) or otherwise access the Service in a manner intended to avoid incurring Fees;
    8. use the Service to operate or enable any telecommunications service or in connection with any Application that allows End Users to place calls to or to receive calls from any public switched telephone network; or
    9. process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State.
  11. Open Source Components Open source software licenses for components of the Service released under an open source license constitute separate written agreements. Open source software is listed in the Documentation. To the limited extent the open source software licenses expressly supersede this Agreement, the open source license instead governs Customer's agreement with Tropofy for the specific included open source components of the Service, or use of the Service (as may be applicable).
  12. Documentation Tropofy may provide Documentation for Customer's use of the Service. The Documentation may specify restrictions (e.g. attribution of HTML restrictions) on how the Applications may be built or the Service may be used and Customer agrees to comply with any such restrictions specified.
  13. Application Any Application must have material value independent from the Service.
  14. Suspension, Removals and Termination
    1. Tropofy reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Customer Data from the Service. Customer agrees to immediately take down any Customer Data that violates the Acceptable Use Policy, including pursuant to a take down request from Tropofy. In the event that Customer elects not to comply with a request from Tropofy to take down certain Customer Data, Tropofy reserves the right to directly take down such Customer Data or to disable the Application.
    2. Suspension/Removals. If Customer becomes aware that any Application or an End User's use of an Application, or Customer Data violates the Acceptable Use Policy, Customer will immediately suspend the Application, remove the applicable Customer Data, or suspend access to an End User (as may be applicable). If Customer fails to suspend or remove as noted in the prior sentence, Tropofy may suspend the accounts of the applicable End Users, disable the Application, and/or disable the Account (as may be applicable) until such violation is corrected.
    3. Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then Tropofy may automatically suspend the offending End User account, Application or the Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue.
  15. Technical Support Service
    1. By Customer. Customer is responsible for technical support of its Application.
    2. By Tropofy. Tropofy can be contacted to provide technical support but reserves the right to charge for such support
  16. Deprecation Policy Tropofy will announce if we intend to discontinue or make backwards incompatible changes to this API or Service.
  17. Confidential Information
    1. Obligations. The recipient of the other party's Confidential Information will not disclose the Confidential Information, except to Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
    2. Disclosure. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser if allowed by law. The recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and its End Users' use of the Services.
  18. Term and Termination
    1. Agreement Term. The license granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement.
    2. Termination for Convenience. Customer may stop using the Service at any time. Customer may terminate this Agreement for convenience at any time on prior written notice and upon termination, must cease use of the Service. Customer agrees that Tropofy may terminate or suspend its services or any part of its services, in its sole discretion, for all Customers or for groups of Customers, or for individual Customers, at any time and for any reason or no reason. Customer agrees that any termination of Customers access to the Tropofy Services may be without prior notice, and Customer agrees that Tropofy will not be liable to Customer or any third party for such termination. Tropofy will not provide any part refund for any time not used on any subscription Customer may have. Customer will not receive any refunds if Customer cancels its account.
    3. Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
    4. Termination for Inactivity. Tropofy reserves the right to terminate the Service for inactivity, if, for a period exceeding thirty days, Customer (a) has failed to access the App Management app, (b) an Application has not served any requests, and (c) no electronic bills are being generated.
    5. Customer is solely responsible for exporting Customer Data and Application(s) from the Tropofy Services prior to termination of Customer account for any reason, provided that if Tropofy terminates your account, Tropofy will provide you a reasonable opportunity to retrieve Customer Data and Application(s).
    6. Effects of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees (including Taxes) owed by Customer to Tropofy are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
  19. Publicity Customer is permitted to state publicly that it is a customer of the Service. Customer agrees that Tropofy may include Customer's name or Brand Features in a list of Tropofy customers, online or promotional materials. Customer also agrees that Tropofy may verbally reference Customer as a customer of the Tropofy products or services that are the subject of this Agreement. This section is subject to the "Brand Features Limitation" section of the Agreement. For clarification, neither party needs to seek approval from the other if the party is repeating a public statement that is substantially similar to a public statement that has been previously approved.
  20. Representations Each party represents that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.
  21. Disclaimer
    1. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TROPOFY DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. TROPOFY IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION AND CUSTOMER DATA. TROPOFY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICE ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
    2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
    3. WE DO NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR THAT THEY WILL BE SUITABLE FOR ANY PARTICULAR PURPOSE. IT IS CUSTOMERS SOLE RESPONSIBILITY TO DETERMINE THAT THE SERVICES MEET THEIR NEEDS OR OTHERWISE AND ARE SUITABLE FOR THE PURPOSES FOR WHICH THEY ARE USED.
  22. Limitation of Liability
    1. Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR TROPOFY'S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
    2. Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR TROPOFY'S SUPPLIER'S, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO TROPOFY DURING THE ONE MONTH PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
    3. Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
  23. Indemnification
    1. By Customer. Customer will indemnify, defend, and hold harmless Tropofy from and against all liabilities, damages, and costs (including settlement costs and legal fees) arising out of a third party claim: (i) regarding any Application or Customer Data; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's, or its End Users', use of the Service in violation of the Acceptable Use Policy.
    2. By Tropofy. Tropofy will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of a third party claim that Tropofy's technology used to provide the Service (excluding any open source software) or any Tropofy Brand Feature infringes or misappropriates any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Tropofy have any obligations or liability under this Section arising from: (i) use of any Service or Tropofy Brand Features in a modified form or in combination with materials not furnished by Tropofy, and (ii) any Customer Data.
    3. Possible Infringement.
      1. Repair, Replace, or Modify. If Tropofy reasonably believes the Service infringes a third party's Intellectual Property Rights, then Tropofy will: (a) obtain the right for Customer, at Tropofy's expense, to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it no longer infringes.
      2. Suspension or Termination. If Tropofy does not believe the foregoing options are commercially reasonable, then Tropofy may suspend or terminate Customer's use of the impacted Service.
    4. General. As a condition to indemnification for a claim, the party seeking indemnification must promptly notify the other party of the claim in writing and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. Notwithstanding the foregoing, if the indemnified party settles without the prior written consent of the indemnifying party, the indemnifying party has no obligation of contribution. THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  24. Government Purposes (applicable to United States government customers only) The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Service is an agency, department, employee, or other entity of the United States Government, under FAR 12.212 and DFARS 227.7202, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, including technical data or manuals, is governed by the terms and conditions contained in this Agreement, which is Tropofy's standard commercial license agreement.
  25. Miscellaneous
    1. Notices. All notices must be in writing and addressed to the other party's legal department and primary point of contact. The email address for notices being sent to Tropofy's Legal Department is info@tropofy.com. Notice will be treated as given: (a) on receipt as verified by written automated receipt or by electronic log (as applicable).
    2. Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
    3. Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
    4. Force Majeure. Tropofy will not be liable by reason of any failure or delay in the performance of Tropofy's obligations because of events beyond Tropofy's reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labour conditions, earthquakes, material shortages, extraordinary internet congestion or extraordinary connectivity issues or failure of a third party host, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Tropofy will be excused from any further performance of the obligations which are affected by that Force Majeure Event for so long as the event continues.
    5. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
    6. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    7. Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
    8. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    9. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
    10. Governing Law.
      1. For City, County, and State Government Entities. If Customer is a city, county or state government entity, then the parties agree to remain silent regarding governing law and venue.
      2. For Federal Government Entities. If Customer is a federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL BE GOVERNED BY THE LAWS OF AUSTRALIA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF QUEENSLAND WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN BRISBANE, QUEENSLAND, AUSTRALIA.
      3. For All Other Entities. If Customer is any entity not set forth in the section above, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL BE GOVERNED BY QUEENSLAND LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE COURTS OF QUEENSLAND AUSTRALIA;THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
    11. Survival. The following Sections will survive expiration or termination of this Agreement: 'Intellectual Property Rights', 'Confidential Information', 'Effects of Termination', 'Limitation of Liability', 'Indemnification and Miscellaneous'.
    12. Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are hereby incorporated by this reference. After the Effective Date, Tropofy may provide Customer with an updated URL in place of any URL in this Agreement.
    13. Interpretation of Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms located at any URL.
  26. Definitions
    1. "Acceptable Use Policy" means the acceptable use policy set forth below
    2. "Account" means Customer's Tropofy account subject to those terms of service, as may be applicable.
    3. "App Management" means the online tool provided by Tropofy to Customer for monitoring the Service.
    4. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
    5. "Application(s)" means any web application Customer creates using the Service, including any source code written by Customer to be used with the Service.
    6. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
    7. "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that the recipient already rightfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. Customer Data is considered Customer's Confidential Information.
    8. "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
    9. "Customer Data" means content provided, transmitted or displayed via the Service by Customer, or its End Users; but excluding any data provided as part of the Account.
    10. "Documentation" means the Tropofy documentation in the form generally made available by Tropofy to its customers for use with the Service
    11. "Emergency Security Issue" means either: (a) Customer's or its End User's use of the Service in violation of the Acceptable Use Policy, which could disrupt: (i) the Service; (ii) other Customers' or its End Users' use of the Service; or (iii) the Tropofy network or servers used to provide the Service; or (b) unauthorized third party access to the Service.
    12. "End Users" means the individuals Customer permits to use the Application.
    13. "Fees" means the applicable fees for the Service and any applicable Taxes
    14. "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Service could lead to death, personal injury, or environmental damage.
    15. "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
    16. "Legal Process" means a request for disclosure of data made pursuant to law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
    17. "Service" means the Tropofy Service as more fully described here: tropofy.com or such other URL as Tropofy may provide and TSS.
    18. "Software" means any downloadable tools, software development kits or other such proprietary computer software provided by Tropofy in connection with the Service, which may be downloaded or accessed by Customer, and any updates Tropofy may make to such Software from time to time.
    19. "Taxes" means any duties, customs fees, or taxes (other than Tropofy's income tax) associated with the purchase of the Service, including any related penalties or interest.
    20. "TSS" means the technical support service provided by Tropofy
    21. "Updates" means the periodic software updates provided by Tropofy to Customer from time to time. Updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

Acceptable Use Policy

To uphold the quality and reputation of the Tropofy Services, Customers and End Users' use of the Service is subject to this Acceptable Use Policy. If Customer or End User is found to be in violation of Tropofy's policies at any time, as determined by Tropofy in its sole discretion, Tropofy may warn Customer or End User of suspend or terminate Customers or End Users Account. Please note that Tropofy may change the Acceptable Use Policy at any time, and pursuant to the Tropfoy Terms of Service, it is Customers and End Users responsibility to keep up-to-date with and adhere to the Acceptable Use Policy posted here. Customer and End User agrees not to, and not to allow third parties (including End Users) to use the Services:
  • to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
  • to engage in, promote or encourage illegal activity;
  • for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
  • to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
  • to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
  • to disable, interfere with or circumvent any aspect of the Services;
  • to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations ('spam');
  • to send emails to End Users who have requested to be removed from a mailing list;
  • to distribute pornographic, obscene; hate-related, violent or excessively profane content;
  • to enable any form of gambling;
  • to transmit content that may be harmful to minors;
  • in connection with illegal peer-to-peer file sharing;
  • to interfere with other Customers or End Users' enjoyment of the Service;
  • to impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email;
  • to sell, trade, resell or otherwise exploit the Service for any unauthorized commercial purpose;
  • to use the computing resources of the Tropofy framework in an excessive manner;
  • to participate in a denial of service attack

Last updated 3 August, 2013.
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