Tropos Alerts - End User Terms of Service

Created by Vamshi Reddy, Modified on Tue, 19 Aug at 11:11 AM by Vamshi Reddy

BEFORE USING TROPOS ALERTS’ ONLINE SERVICE (AS DEFINED BELOW), CUSTOMER MUST READ AND AGREE TO THESE END USER TERMS OF SERVICE (THESE “TERMS”).

“Tropos Alerts” means Tuple Technologies, Inc.
“Customer” means the individual or entity identified as the customer on an applicable Tropos Alerts quotation or order form (including, if applicable, an online ordering document) (“Order Form”), including its permitted users.

These Terms are incorporated by reference into each Order Form executed by Customer and Tropos Alerts pursuant to which Customer receives the right to access and use the Online Service. Together, these Terms and the Order Form form a binding agreement (the “Agreement”).

1. Scope of Subscription

1.1 Access and Availability

Tropos Alerts will provide access to the Online Service for Customer’s authorized Users.
Customer receives a limited, non-exclusive, non-transferable right to use the Online Service during the Subscription Term.
Customer is responsible for its Users’ compliance with these Terms.

1.2 Subscription Term

The Initial Term begins on the Effective Date in the Order Form or when login credentials are issued.
Subscriptions automatically renew month-to-month unless canceled with 30 days’ notice.

1.3 Additional Services

Implementation, configuration, or training services may be provided per the Order Form (subject to additional fees).

1.4 Additional Users

Customer may add Users via the administrative portal.
Fees will be charged immediately or invoiced, depending on billing setup.

2. Customer Content, Privacy, and Use

2.1 Customer Content

Customer retains ownership of all Customer Content.
Tropos Alerts may use Customer Content solely as needed to provide services.
Feedback submitted to Tropos Alerts is owned by Tropos Alerts.

2.2 Use Restrictions
Users must not:

Circumvent security or access unauthorized data.
Reverse engineer or copy the service.
Exploit the service commercially or build competitive products.
Provide false or outdated registration information.

2.3 Communications
Customer is responsible for communications through the Online Service and must not transmit unlawful, abusive, or infringing content.

2.4 Suspension
Tropos Alerts may suspend access for violations, non-payment, or security threats.

2.5 Credentials
Customer is responsible for account security and must notify Tropos Alerts of unauthorized use.

2.6 SMS Services
Opt-in SMS services are available. Customers may opt out by texting STOP to 842867.

3. Confidentiality

3.1 Scope

Confidential Information includes all non-public information disclosed under these Terms.
Tropos Alerts’ software code and pricing are considered Confidential Information.

3.2 Restrictions
The Receiving Party must:

Use Confidential Information only for Agreement purposes.
Limit disclosure to authorized employees/advisors.
Use reasonable safeguards to protect Confidential Information.

3.3 Exceptions
Obligations do not apply if information:

Was already known,
Becomes public without breach,
Is lawfully obtained from a third party, or
Is independently developed.

3.4 Equitable Relief
Breach of confidentiality may result in equitable relief in addition to damages.

4. Fees and Payments

Customer must pay fees as outlined in the Order Form.
Payments are due via credit card (or invoice, if agreed).
Late payments incur interest at 1.5% per month.
All fees are exclusive of taxes, which are Customer’s responsibility.

5. Proprietary Rights

The Online Service and related intellectual property remain the exclusive property of Tropos Alerts and its licensors.
Customer receives no ownership rights, only usage rights as defined in the Subscription.

6. Third-Party Tools and Marketing

Tropos Alerts may integrate with third-party applications (“Third Party Apps”).
Use of Third Party Apps is optional and subject to third-party terms.
Tropos Alerts is not responsible for the performance, accuracy, or availability of Third Party Apps.

7. Service Modification

Tropos Alerts reserves the right to modify the Online Service at any time, with or without notice.

8. Termination

8.1 Termination Rights

Either party may terminate for material breach (if uncured within 30 days).
Tropos Alerts may terminate immediately for certain violations.

8.2 Effect of Termination

Customer must cease use and return/delete Confidential Information.
Customer may request data export within 30 days after termination.
Fees owed remain payable.

8.3 Survival

Confidentiality, Proprietary Rights, Liability Limitations, and Indemnification provisions survive termination.

9. Warranties

9.1 Corporate Authority
Each party warrants legal authority to enter this Agreement.

9.2 Functionality
Tropos Alerts warrants that, during paid terms, the service will function substantially per documentation.

9.3 Security
Tropos Alerts implements commercially reasonable security measures.

9.4 Exclusions
Beta and free versions are provided “as is” without warranty.

9.5 Disclaimer
Except as stated, Tropos Alerts disclaims all warranties, including implied warranties of merchantability and fitness.

10. Limitations of Liability

Neither party is liable for indirect or consequential damages.
Tropos Alerts’ liability is capped at fees paid in the prior 12 months.

11. Indemnification

11.1 Tropos Alerts Indemnification

Tropos Alerts will defend Customer against third-party claims of IP infringement related to the Online Service.

11.2 Customer Indemnification

Customer will defend Tropos Alerts against claims arising from Customer Content, communications, or misuse of the service.

11.3 Procedures

The indemnified party must provide prompt notice and cooperation.

12. General Provisions

12.1 Relationship – Parties are independent contractors.
12.2 Assignment – Neither party may assign without consent (except in case of merger/acquisition).
12.3 Governing Law – Colorado law governs; disputes resolved in Denver courts.
12.4 Notices – Must be provided in writing via delivery, mail, fax, or courier.
12.5 Severability – Invalid terms do not affect enforceability of remaining terms.
12.6 Publicity – Customer grants Tropos Alerts a limited right to use its name/logo for marketing.
12.7 Force Majeure – Neither party is liable for performance failures beyond reasonable control.
12.8 Entire Agreement – The Agreement supersedes prior agreements; Order Form prevails over these Terms in case of conflict.

Appendix A – Professional Services

Services may be defined in Statements of Work (SOWs).
Changes to scope must be documented via Change Orders.
Customer must provide necessary assistance and resources.
Deliverables created specifically for Customer are Customer-owned, but Tropos Alerts retains ownership of underlying technology and tools (“Tropos Alerts Reserved Technology”).
Services are warranted to be performed in a workmanlike manner.