Last Updated: March 29, 2018

  1. Scope of Agreement

This Terms of Service Agreement (this “Agreement”) is between you and Troglio (“Troglio”, “we” or “us”), and governs your access to and use of Troglio websites (www.troglio.com and www.trogl.io) (the “Site”) and Troglio applications, including, but not limited to, the Troglio Power-Up for Trello (the “Troglio Power-Up”) (collectively, the “Services”). We are not affiliated with, authorized by, endorsed by or in any way officially connected to Trello, Inc. TRELLO is a Trademark of Trello, Inc.

By accessing or using the Services, you agree to be legally bound by this Agreement. Your use of the Services is also subject to the terms of the Troglio Privacy Policy. If you do not agree to the terms of this Agreement and the Privacy Policy, you may not access or use the Services. The Services are intended for use only by persons 18 years of age or older who have the capacity to form a binding contract. Access to and use of the Services by anyone under the age of 18 is prohibited.

  1. Troglio Account and Account Information

To use the Troglio Power-Up with a Trello board, you will need to enable the Troglio Power Up on the Trello board and authorize the Troglio Power-Up for use with your Trello account. We provide the opportunity to use the Troglio Power-Up in connection with a Trello board without cost on a trial basis for a limited time. In order to access and use the Troglio Power-Up following an initial trial period, you, or a user of the Trello board, will be required to create a Troglio account and provide us with certain information, including a valid email address and payment information. If you create a Troglio account, you agree to submit only accurate information about yourself and to keep the information you submit up-to-date. If you open an account on behalf of a company, organization, or entity, then: (a) the term "you" as used herein includes you and that company, organization, or entity; (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in this Agreement and to bind the company, organization, or entity to the terms of this Agreement; and (c) you agree to the terms of this Agreement on behalf of the company, organization, or entity. You are responsible for maintaining the security and confidentiality of your account login information, and you agree not to authorize anyone else to use your your account login information. You are solely responsible for all actions taken under or in connection with your account, whether by you, an Authorized User (defined below) or any third party. You agree to notify us promptly in the event you learn of any unauthorized use of your account. By creating an account, you agree that you may receive electronic communications from us and our affiliates, including offers, newsletters, account notices and updates. If at any time you no longer wish to receive such electronic communications, you may opt-out by following the “unsubscribe” instructions in the communication.

We reserve the right to immediately terminate or restrict your Troglio account or your use of the Services at any time, with or without notice or liability, if we determine in our sole discretion that you have breached this Agreement, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason.

  1. Access to and Use of the Services

3.1. License Grant to You. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely in accordance with the terms of this Agreement. All rights not expressly granted in this Agreement are reserved by us. The resale or distribution of materials made available by us through the Services without our express, written consent is prohibited.

3.2. Restrictions on Your Access to and Use of the Services. In connection with your access to or use of the Services, you are prohibited from:

accessing data not intended for you or logging onto a server or an account which you are not authorized to access; using any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to access, navigate, or search the Site or Services, other than generally available third-party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Explorer); using any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on or through the Services; attempting to probe, scan or test the vulnerability of a Troglio system or network or to breach security or authentication measures; attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site or through the Service, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”; sending unsolicited email, including promotions and/or advertising of products or services; forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; copying, modifying, adapting, reproducing, reverse engineering, decompiling, disassembling, or preparing derivative works of our software or Hello Epics Content, or any content that is not your own; distributing viruses, malicious code, malware or any other technologies that may harm the Services or any user of the Services; violating or circumventing any applicable laws or regulations, or any technical measures, security measures or policies of the Services; violating, infringing, or breaching the rights of Substantial or a third-party, including, but not limited to any copyrights, trademark rights, patent rights, trade secrets rights, rights of publicity or personality, moral rights, or any other proprietary rights; or submitting to or through the Services any false, inaccurate, misleading, deceptive, defamatory, or libelous materials or content. Violations of system or network security may result in civil or criminal liability. Substantial will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

3.3. User Content. When you transmit any information, content, materials or data to or through the Site (“User Content”), you are not forfeiting any ownership rights you may have in the User Content. However, by submitting User Content on or through the Site, you hereby grant Substantial and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content, including throughout the world in any media, as necessary (a) to provide, maintain and improve the Site; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly authorized by you. You represent and warrant that you own or have obtained all necessary rights and/or licenses to User Content that you transmit, and that our use of such User Content as authorized under this Agreement does not violate or infringe upon the rights of any person or entity. In the event of any loss of or damage to your User Content, your sole and exclusive remedy shall be for us to make reasonable commercial efforts to restore the lost or damaged User Content. Substantial will not be responsible for any loss, destruction, alteration or disclosure of your User Content caused by any third party.

  1. Service Fees

4.1. Payment of Service Fees; Subscriptions. While some Troglio Content (defined below) may be provided without cost, we charge fees for the Services (“Service Fees”). If you elect to purchase services for which Service Fees are applicable, you will be asked to provide valid and up-to-date credit card information or other payment information to us or our third-party subscription management provider and/or payment processor. By providing a credit card or other acceptable payment method ("Payment Method") to purchase services, you expressly authorize us (and/or our third-party subscription management provider and/or payment processor) to charge the Service Fees and any applicable taxes, on a recurring basis corresponding to the term of your subscription, to the Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card information, you must notify us and provide new Payment Method information. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, you authorize us to continue billing you, and you will remain responsible for all uncollected amounts.

As used herein, the term "billing" means either a charge or debit, as applicable, against your Payment Method. The Service Fees will be billed at the beginning of your subscription and on each periodic renewal date thereafter unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to this Agreement.

We automatically bill your Payment Method on the calendar day corresponding to commencement of your subscription. The interval of time between each payment due date shall correspond to the term of your subscription and be referred to herein as a "Billing Period." In the event your subscription began on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you have a monthly subscription and became a paying subscriber on March 31, your Payment Method would next be billed on April 30. You acknowledge that the timing of when you are billed and the amount billed each Billing Period may vary, including for example due to promotional offers, credits applied, changes in your subscription, changes in your Payment Method, or changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts. Additionally, the Service Fees applicable for our Services may be determined based in part on the number of users in your business or organization authorized to use the Services (“Authorized Users”). In the event the number of Authorized Users increases or decreases during any Billing Period, the Services Fees charged will be increased, pro-rata, or a pro-rata credit will be issued.

We reserve the right to change the terms of your subscription, including the Service Fee amount, from time to time, effective as of the beginning of your next Billing Period following the date of the change. If we change the Service Fee amount or other charges for your subscription, we will give you advance notice of these changes. However, we will not be responsible for notifying you of changes in any applicable taxes.

4.2 Refunds/Credits. In some additional circumstances (other than where a credit may be issued due to a decrease in Authorized Users) where we determine it is appropriate (e.g., your access to the Services is unavailable for an extended period of time due to technical difficulties), we may provide a refund or credit. The amount and form of such refund or credit, and the decision to provide either, are at our sole and absolute discretion, and the provision of a refund or credit in one instance does not entitle you to a refund or credit in the future under similar or different circumstances.

4.3 Cancellation. Your subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to this Agreement. You must cancel your subscription before your next renewal date in order to avoid the next billing. We will bill the periodic Service Fees plus any applicable taxes to the most recent Payment Method you have provided to us. If you cancel your subscription, cancellation will be effective at the end of the current Billing Period - this means that you will have continued access to your subscription for the remainder of that period, but you will not receive a refund. You can cancel your subscription by logging into your account and following the account cancellation procedures.

4.4 Unpaid Amounts. We reserve the right to retry billing your Payment Method after failed attempts (e.g., if your Payment Method is rejected). We also reserve the right to pursue any amounts you fail to pay in connection with your subscription. You will remain liable for all such amounts and all costs we incur in connection with the collection of such amounts, including, without limitation, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.