Last Updated: April 7, 2023
Troop, Inc. (“Troop” “we” “us” or “our”) welcomes you. We invite you to access and use our website located at https://www.troop.com/
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you ”and “your” will refer and apply to that company or other legal entity.
Table of Contents1. Description And Use of Services2. Use Of Personal Information3. Intellectual Property4. Feedback5. Community Guidelines6. Restrictions7. Sign-In Name; Password8. Fees9. Account Deletion10. Registered User Content11. No Warranties; Limitation Of Liability12. External Sites13. Indemnification14. Compliance With Applicable Laws15. Termination16. Digital Millennium Copyright Act17. Binding Arbitration18. Class Action Waiver19. Equitable Relief20. Miscellaneous
1. Description And Use of Services
We provide Visitors with access to our Website, and Registered Users with access to the Services as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website; and (ii) e-mail us.
Registered Users. Login is required for all Registered Users. Registered Users can do all things that Visitors can do, and can: (i) create, access, manage, and update their accounts on the Services; and (ii) access and use the Services.
Please note that voting through the Services is not the equivalent of voting at a shareholder meeting, or the execution of a proxy, or otherwise voting through a brokerage or some other market intermediary. Thus, votes cast through the Services will not count towards any tally or tabulation for purposes of calculating whether a proposal has or has not been adopted by shareholders at a meeting. Registered User(s) who wish to exercise any applicable shareholder voting rights must do so as set forth in the proxy materials and instructions provided to the Registered User by the applicable company.
2. Use Of Personal Information
Your use of the Website and the Services may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Notice (located at https://www.troop.com/privacy
), which is hereby incorporated by reference in its entirety.
3. Intellectual Property
The Website and the Services contain material, such as software, text, graphics, images, and other material provided by or on behalf of us or our licensors (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. Elements of the Website and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. We reserve the right to remove Content from the Website and the Services at any time for any reason without any notice to you.
If you violate any part of this Agreement, your permission to access and/or use the Content, the Website and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Troop (the “Troop Trademarks”) used and displayed on the Website and the Services are registered and unregistered trademarks or service marks of ours. Other company, product, and service names displayed on the Website and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,”and, collectively with the Troop Trademarks, the “Trademarks”). Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Troop Trademarks inures to our benefit.
If you provide any suggestions, feedback, comments or other input related to the Website, the Services or any enhancements or other improvements of the Website and the Services (collectively, “Feedback”), you hereby assign us all right, title, and interest in and to such Feedback and agree that we may use or otherwise incorporate such Feedback into the Website, the Services or our other products or services, and otherwise use the Feedback in any manner that we choose, without restriction or royalty or attribution of any kind to you or any third party.
5. Community Guidelines
Troop’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Website, and/or the Services, you hereby agree to comply with these community rules and that:
You will comply with all applicable laws in your use of the Website and the Services and will not use the Website and the Services for any unlawful purpose;
You will not access or use the Website and the Services to collect any market research for a competing business;
You will not upload, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another ’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
- discloses any sensitive information about another person, including that person ’s e-mail address, postal address, phone number, credit card information, or any similar information.
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with, or attempt to interrupt the proper operation of, the Website and the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any content, data, files, or passwords related to the Website and the Services through hacking, password or data mining, or any other means;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website and the Services;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website and the Services;
You will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
You will not allow anyone to access and use your account; and
You will not remove or modify any proprietary markings or restrictive legends placed on the Website and the Services.
We reserve the right, in our sole and absolute discretion, to deny you access to the Website and the Services, or any portion thereof, without notice.
The Website and the Services are available only for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
7. Sign-In Name; Password
In order to access and use the Services, you will have to create an account as a Registered User, by providing your email address (“Sign-In Name”). Once you provide your email address, we will send a one-time password or a verification code to your email address (“Password”). You can use the Password to sign in to your account. The Sign-In Name, and Password are collectively referred to herein as the “Account Credentials.”When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only by you. You are responsible for the confidentiality and use of your Sign-In Name, and Password. You will promptly inform us of any need to deactivate a Password or Sign-In Name. We reserve the right to delete or change your Password, or Sign-In Name at any time and for any reason.
The Website and the Services are currently provided to you at no charge. However, we reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
9. Account Deletion
10. Registered User Content
Registered Users may post content through the Services, including but not limited to, voted and comments on shareholder proposals (collectively, the “Registered User Content”). We cannot and do not review the Registered User Content --we are merely acting as a passive conduit for distribution of the Registered User Content to other Registered Users of our Services. That said, we may remove Registered User Content that violates the terms of this Agreement, or that is offensive or otherwise unacceptable to us in our sole discretion. You expressly acknowledge and agree that once you submit Registered User Content, it will be accessible by other Registered Users of the Services, and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personal information that you may make available. YOU, AND NOT TROOP, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR REGISTERED USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.
You retain all copyrights and other intellectual property rights in and to the Registered User Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Registered User Content as reasonably necessary to provide the Services.
If you submit Registered User Content to us, each such submission constitutes a representation and warranty to Troop that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant the license to the Registered User Content under the prior paragraph, and that it and its use by Troop and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates the terms of this Agreement.
11. No Warranties; Limitation Of Liability
THE WEBSITE, THE SERVICES AND THE CONTENT IS PROVIDED “AS IS ”AND “AS AVAILABLE ”AND NEITHER TROOP NOR ITS SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND TROOP HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, AND/OR THE SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE AND/OR THE SERVICES SHALL BE LIMITED TO ONE HUNDRED US DOLLARS ($100).
THE WEBSITE, THE SERVICES AND/OR THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE, THE SERVICES AND/OR THE CONTENT AT ANY TIME WITHOUT NOTICE.
12. External Sites
The Website and the Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns (collectively, “Troop Indemnitees) harmless from and against any and all damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees (collective, “Losses”) incurred by any Troop Indemnitees in connection with a third-party claim, action, or proceeding (each a “Claim”) arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Website, the Services, or the Content; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such Claim, and shall provide reasonable assist you, at your expense, in defending any such Claim. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
14. Compliance With Applicable Laws
The Website and the Services are based in the United States. We make no claims concerning whether the Website, the Services or Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access Website, the Services or Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Website and/or the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website and/or the Services at any time without prior notice or liability.
16. Digital Millennium Copyright Act
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Website, the App and/or the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website, the App and/or the Services at any time without prior notice or liability.
A. Reporting Claims Of Copyright Act
We respect the intellectual property rights of others and attempt to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
12 Park Street
Brooklyn, NY firstname.lastname@example.org
If you believe that your work has been copied on the Website, the App, and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Webiste, the App, and /or the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
B. Counter-Notification Procedures
If you believe that material you posted on the Webiste, the App, and /or the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above).
Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an 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 access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.
The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website, the App, and/or Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the Act.
17. Binding Arbitration
In the event of a dispute arising under or relating to this Agreement, the Website, the Services, or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS ’rules and procedures are available at the JAMS website www.jamsadr.com
18. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
19. Equitable Relief
If the Agreement is terminated in accordance with the termination provision in Section 13 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Feedback,” “Registered User Content,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.”
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.
Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2023 Troop, Inc. All rights reserved.