All materials, including text, images, videos, illustrations, designs, icons, photographs, software, programs and written and other materials that are part of the Site or accessible through the Services, other than User Content (collectively, “Troglio Content”), is the property of Substantial or its licensors. No right, title or interest in any Troglio Content is transferred to you by way of this Agreement or otherwise. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Troglio Content, the Site or the Services. The TROGLIO trademark and the Troglio logo are trademarks of Troglio. The Services, the Troglio Content, and the TROGLIO and Troglio logo trademarks are protected by copyright, trademark, and/or other intellectual property laws.
We respect the intellectual property of others. We strive to respond promptly to proper notices of copyright infringement by removing or disabling access to allegedly infringing material. It is our policy to terminate the access privileges of those who repeatedly infringe the copyrights of others.
Submitting a Copyright Infringement Notification. If you believe that any material appears on the Site in a way that infringes the copyright in a work you own, please send a notification containing the following information to Troglio’ Copyright Agent:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the work in which you hold a copyright interest which you believe is being infringed; a description of the location on the Site or Services where the allegedly infringing material is located (preferably including a URL address); your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our Copyright Agent can be reached at the following address:
Email: support@troglio.com
Submitting a Counter-Notification. If you believe that any material identified in a copyright infringement notification is not infringing, or that you have the authorization from the copyright owner, from the copyright owner’s agent, or pursuant to the law, to post and use the material complained of, you may send a counter-notification containing the following information to Troglio’ Copyright Agent (identified above):
your physical or electronic signature; identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled; a statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the Western District of Washington, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If Troglio receives a counter-notification, we may send a copy of the counter-notification to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days. Unless the original complaining party files an action seeking a court order against the person who provided the allegedly infringing material, the removed material may be replaced, or access to it restored, 14 business days or more after receipt of the counter-notification, at Troglio’ sole discretion.
References on the Site or Services to any third parties or any products or services of such third parties, are provided solely as a convenience to you. We do not endorse, recommend, approve of or make any representations or warranties regarding any third parties or their products or services. We are not responsible for the content of any third-party websites and do not make any representations regarding the content or accuracy of material on such websites. If you decide to follow a link to any third-party website, you do so entirely at your own risk.
THE SERVICES ARE PROVIDED BY SUBSTANTIAL ON AN “AS IS” AND “AS AVAILABLE” BASIS. SUBSTANTIAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES, OR INFORMATION, CONTENT, OR MATERIALS OFFERED ON OR THROUGH THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SUBSTANTIAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SUBSTANTIAL DOES NOT WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT SUBSTANTIAL WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITH YOU WITHOUT YOUR AGREEMENT TO THE TERMS OF THIS DISCLAIMER.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL SUBSTANTIAL, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF SUBSTANTIAL, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL SUBSTANTIAL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNTS PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
To help resolve any issues between us promptly, you and Substantial agree to bring any claim arising out of or relating to this Agreement, our relationship, or the use of the Services within one year after a claim arises; otherwise, the claim is waived. This limitation applies regardless of the venue in which such claim is or could otherwise be asserted.
You agree to defend, indemnify and hold harmless Substantial, its affiliates, and their respective directors, officers and employees from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your breach or alleged breach of this Agreement, your improper use of the Services, or your breach of any applicable law or infringement of the rights of a third party. Substantial shall have the right to participate in the defense of any such claim at its own cost. You may not settle or negotiate any claim that results in liability to, or imposes any obligation upon, Substantial, financial or otherwise, without the written consent of Substantial.
We may change, suspend, or discontinue--temporarily or permanently--some or all of the Services, with respect to any or all users, at any time with or without notice. In our continued assessment of the Services, we may from time to time, with respect to any or all of our users, experiment with or otherwise offer certain features or other elements of the Services. You acknowledge that Substantial may do so in its sole discretion at any time with or without notice. You also agree that Substantial will not be liable to you for any modification, suspension, or discontinuance of the Services, although if you are a subscriber to any Services, and we suspend or discontinue your subscription, Substantial may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration (for example, we may credit additional days of service to your account) in accordance with Section 4.2, above. However, if Substantial terminates your account or suspends or discontinues your access to Services due to your violation of this Agreement, then you will not be eligible for any such credit, refund, discount or other consideration.
This Agreement shall remain in force and effective unless and until terminated by either you or us. You may terminate this Agreement at any time by providing written notice to us, via email to support@troglio.com. We may terminate this Agreement immediately with or without notice, and/or may deny you access to the Services, in our sole discretion, in the event you breach, or threaten to breach, any term of this Agreement. Upon any termination of this Agreement, you must immediately discontinue use of the Services. Even after your rights under this Agreement are terminated, all provisions of this Agreement which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
14.1. Consent to Electronic Communications. You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email, or on the Site or through the Services, satisfy any legal requirement that such communications or agreements be in writing.
14.2. Export Restrictions. You acknowledge that the Services, or portions thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
14.3. Assignment. You may not assign your rights under this Agreement without the prior written permission of Substantial and any attempt by you to do so shall be null and void.
14.4. Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
14.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
14.6. Changes to Agreement. We may make changes to this Agreement at any time. If we make any material changes we will notify you via email if you have created an account (sent to the e-mail address specified in your account) or by posting the revised Agreement on the Site prior to any changes becoming effective. You should review our Agreement each time you access the Site or use the Services. Your continued access or use of the Site or Services following the posting of any changes or notice to you of the changes constitutes your agreement to such changes.
14.7. Force Majeure. Substantial will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
14.8 Relationship of the Parties; No Third Party Beneficiaries. Substantial and you are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Substantial and you. There are no third party beneficiaries to this Agreement.
14.9. Governing Law; Forum; Waiver of Jury Trial. This Agreement will be construed in accordance with and governed exclusively by the laws of the State of Washington applicable to agreements made among Washington residents and to be performed wholly within such jurisdiction, regardless of the parties’ actual domiciles. Substantial and you consent to the exclusive jurisdiction and venue of the state and federal courts of King County, Washington. EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
14.10. Entire Agreement. This Agreement, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement between you and Substantial, and supersedes any and all other oral or written agreements or understandings between us.