Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by troupeIT, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
Your troupeIT Account and The Site. If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You must immediately notify troupeIT of any unauthorized uses of your account, your account or any other breaches of security. troupeIT will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. We reserve the right to reset your password at any time, for any reason. If we discover you have given your password to others for their use, we reserve the right to terminate your account.
Responsibility of Contributors. If you upload material to the Website or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software.
The service is not meant to be used as a point to exchange files between you and other users of the service, aside from the stage management and technical staff of the show.
By making Content available, you represent and warrant that:
By submitting Content to troupeIT for inclusion on our Website, you grant troupeIT a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your company. If you delete Content, troupeIT will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, troupeIT has the right (though not the obligation) to, in troupeIT’s sole discretion (i) refuse or remove any content that, in troupeIT’s reasonable opinion, violates any troupeIT policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in troupeIT’s sole discretion. troupeIT will have no obligation to provide a refund of any amounts previously paid.
Copyright Infringement and DMCA Policy. As troupeIT asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by troupeIT violates your copyright, you are encouraged to notify troupeIT in accordance with troupeIT’s Digital Millennium Copyright Act (“DMCA”) Policy. troupeIT will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. troupeIT will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of troupeIT or others. In the case of such termination, troupeIT will have no obligation to provide a refund of any amounts previously paid to troupeIT.
Intellectual Property. This Agreement does not transfer from troupeIT to you any troupeIT or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with troupeIT. troupeIT, troupeIT Stage Manager, the troupeIT Stage Manager logo, and all other trademarks, service marks, graphics and logos used in connection with troupeIT Stage Manager, or the Website are trademarks or registered trademarks of troupeIT or troupeIT’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any troupeIT or third-party trademarks.
Changes. troupeIT reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. troupeIT may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Termination. troupeIT may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your troupeIT Stage Manager account (if you have one), you may simply discontinue using the Website.
Disclaimer of Warranties. The Website is provided “as is”. troupeIT and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither troupeIT nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
Limitation of Liability. In no event will troupeIT, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to troupeIT under this agreement during the twelve (12) month period prior to the cause of action. troupeIT shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Indemnification. You agree to indemnify and hold harmless troupeIT, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
Miscellaneous. This Agreement constitutes the entire agreement between troupeIT and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of troupeIT, or by the posting by troupeIT of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; troupeIT may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.