Tropic Technologies, Inc. (“Tropic,” “we,” “us” or “our”) provides access to information, products and services (collectively, “Content”) through the hitropic.com website (the “Tropic Website”) and on the Tropic evaluation platform (the “Tropic Platform”) to you (“you” or “your”), subject to the following terms and conditions of service (the “Terms”), which may be revised and updated by Tropic from time to time, with or without notice to you.Please read these Terms carefully upon first visiting the Tropic Website and before using the Tropic Platform and refer to these Terms periodically to make sure that you are aware of the most current terms and conditions.
The Tropic Platform
The Tropic Platform provides individuals and companies seeking to evaluate and procure software (“Buyers”) with the ability to discover software vendors, to evaluate the vendors’ software offerings in relation to the Buyer’s specifications and to procure the selected software. As a Buyer, you will be viewing, using and asked to contribute evaluations, notes and opinions with respect to vendors’ software (collectively, the “Evaluation Data”).
Access to and Use of the Tropic Platform
Use of the Tropic Platform
Subject to your compliance with these Terms, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Tropic Platform solely as permitted by these Terms. We reserve all rights not expressly granted to you herein.Unless we have otherwise agreed with you in writing, you may only use the Tropic Platform for internal business purposes. In any event, all use of the Tropic Platform must be lawful, and you agree to notify us if you learn of any misuse.By using the Tropic Platform, you agree not
to: License, sell, transfer, assign, distribute, host or otherwise commercially exploit the Tropic Platform.Modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Tropic Platform, including any Evaluation Data made available through the Tropic Platform.Access the Tropic Platform in order to build a similar or competitive website, product, application or service without our express prior written consent.Attempt to gain unauthorized access to another user’s account or to the Tropic Platform.Upload, transmit or otherwise distribute to or through the Tropic Platform any computer viruses, worms or other software intended to harm or interfere with the intended operation of a computer system or data.Use the Tropic Platform in any manner that could interfere with, disrupt, negatively affect or prevent other users from using the Tropic Platform or that could damage, disable, overburden or impair the functionality of the Tropic Platform in any manner.Intentionally interfere with or negate any Content, including any Evaluation Data.Use any scrapers, crawlers, bots or other automated program to access, query or search the Tropic Platform.Attempt to circumvent any content-related limitations or security procedures that we use.Use the Tropic Platform to violate any law or infringe our rights, or the rights of any other person or entity.We reserve the right to modify, suspend or discontinue the Tropic Platform (including any features or benefits) at any time, with or without notice to you. We will not be liable if, for any reason, all or any part of the Tropic Platform is unavailable for any period. From time to time, we may restrict access to or use of some or all of the Tropic Platform to users generally or to you individually, for any or no reason.
Security of Your Account
You must treat as confidential any login information you choose, or that is provided to you, in connection with your access to and use of the Tropic Platform and not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Tropic Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree that you will exit from your account at the end of each session.You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We retain the right to disable any user name, password or other identifier at any time if we believe you have violated any provisions of these Terms.
Relationship with Tropic
If you decide to enter into a business transaction with a vendor, Tropic will not be a party to any agreement between you and such vendor and we take no responsibility for the results of the transaction or maintenance of your relationship with such vendors. All questions, comments, issues and other correspondence relating to such agreement or the software purchased from the vendor must be directed to the applicable vendor.
All Evaluation Data will be considered non-confidential and non-proprietary. Any Evaluation Data that you submit (“Your Evaluation Data”) must be limited to your qualitative opinions as to the availability of certain features and functionality in the vendors’ products. You agree that you will not
include any actual pricing, performance or benchmarking information relating to any vendor’s product in Your Evaluation Data unless such information has been published or otherwise made publicly available by such vendor.You will retain ownership of Your Evaluation Data, but by submitting Your Evaluation Data to the Tropic Platform, you grant us, our affiliates and services providers, and each of their and our respective licensees, successors and assigns a transferable, non-exclusive, irrevocable, worldwide, fully sublicenseable (through multiple tiers) license to host, use, copy, store, transmit, process, receive, view, distribute, perform, display, modify and create derivative works of Your Evaluation Data and otherwise disclose to third parties and exploit any such material for any purpose. We reserve the right to aggregate Your Evaluation Data with similar information from other Buyers and use such aggregated information for any purpose. You agree that we may remove any metadata associated with Your Evaluation Data, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Evaluation Data.Your Evaluation Data must comply with these Terms, including the Content Standards outlined below. By submitting Your Evaluation Data to the Tropic Platform, you represent and warrant that: (a) you have all rights, power and authority necessary to grant the rights to Your Evaluation Data that are contained within these Terms, and (b) Your Evaluation Data complies with these Terms.We take no responsibility for and we do not expressly or implicitly endorse any Evaluation Data, including Your Evaluation Data. Because you alone are responsible for Your Evaluation Data, you may expose yourself to liability if you post or share Your Evaluation Data without the required rights.
The following content standards apply to all Content, including Your Evaluation Data (collectively, the “Content Standards”).All Content must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Content must not
Our Rights and Obligations
Except for your rights in Your Evaluation Data, we own, and will own, all rights, title and interest in and to the Tropic Platform and all Content, including any intellectual property rights available in any applicable jurisdiction. You may not use or display the Tropic name, our trademarks or any of our intellectual property without our prior written consent.We have no obligation to screen, edit or monitor your use of the Tropic Platform, including the Evaluation Data. We do, however, have the right to:Remove or refuse to post any Content, including Your Evaluation Data, for any or no reason, in our sole discretion.Take any action with respect to Your Evaluation Data that we deem necessary or appropriate, in our sole discretion, including if we believe that Your Evaluation Data violates these Terms, any applicable law, infringes any intellectual property right of ours or any right of any other person or entity, threatens the personal safety of the users of the Tropic Platform or the public, or which may create liability for us.Disclose your identity or other information about you to any third party who claims that Your Evaluation Data violates their rights, including their intellectual property rights or their right to privacy.Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Tropic Platform.Terminate or suspend your access to all or any part of the Tropic Platform for any or no reason, including violation of these Terms. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Tropic Platform. You hereby waive and hold harmless the Tropic Entities (as defined below) from any claims resulting from any action taken by the Tropic Entities during, or taken as a consequence of, investigations by either the Tropic Entities or law enforcement authorities.However, we do not undertake to review any Content, including any Evaluation Data, before it is posted on the Tropic Platform and cannot ensure prompt removal of objectionable material after it has been posed. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party, including Evaluation Data. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
You acknowledge that the Tropic Platform may contain links to third-party websites, resources, products or services, which may be posted by advertisers, our affiliates, our partners, vendors or other Buyers (“Third-Party Content”). You also acknowledge that the Tropic Platform may contain sponsored Third-Party Content or advertisements and that we may place advertisements in connection with the display of any Content, including Evaluation Data, or information about the Tropic Platform. We do not control Third-Party Content and accept no responsibility for such content, or for any loss or damage that may arise from your access to or use of such content. If you decide to access or use any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions of use for such content.
You may, from time to time, submit or recommend to us additional features, functionality, performance, comments, data, ideas, descriptions or other information (collectively, “Feedback”) that we may subsequently incorporate into the Tropic Platform or other Tropic products or services. Tropic and its successors and assigns may freely use, copy, disclose, sublicense, distribute, display and exploit any Feedback in connection with any of our products or services in any manner without any obligation, payment, royalty or restriction based on intellectual property rights, confidentiality or otherwise. You hereby: (i) grant Tropic a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate such Feedback into any Tropic product or service, including without limitation the Tropic Platform; and (ii) acknowledge that any Tropic product or service incorporating such new features, functionality, or performance will be the sole and exclusive property of Tropic and all such Feedback will be free from any confidentiality restrictions that might otherwise be imposed on us.
You may terminate these Terms at any time and for any reason by deleting your account and discontinuing all use of the Tropic Platform. If you stop using the Tropic Platform without deleting your account, we reserve the right to deactivate your account due to prolonged inactivity. We also reserve the right to remove any Evaluation Data from deleted or deactivated accounts and to retain any such removed content for archival purposes.Notwithstanding the termination of these Terms or the deletion of your account, the terms and conditions governing Your Evaluation Data, your indemnification, your prohibited uses, the disclaimers of warranties, the limitation of our liability, and any other provision which by its nature is intended to survive such termination, will survive such termination.
You agree to defend, indemnify and hold harmless Tropic, our affiliates, licensors and service providers, and our and their respective officers, directors, employees contractors, agents, licensors, suppliers, successors and assigns (the “Tropic Entities”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your violation of these Terms; (ii) your use of the Tropic Platform, including any Evaluation Data; (iii) your violation of any applicable laws or regulations; or (iv) Your Evaluation Data. We hereby reserve the right to control the defense of any such claims or proceedings for which you are required to indemnify us, and you agree to cooperate with such defense.
Disclaimers of Warranties
You understand that we cannot and do not guarantee or warrant that you will complete a transaction with a software vendor, or guarantee any results or performance of any software that you may purchase or license from a software vendor using the Tropic Platform. Further, we do not guarantee or warrant that the Tropic Platform, or any files or Content available for download from the internet or through the Tropic Platform, will be free of viruses or other harmful code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for antivirus protection, accuracy of data and for maintaining a means external to our site for any reconstruction of any lost data.
THE TROPIC PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER TROPIC NOR ANY PERSON ASSOCIATED WITH TROPIC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE TROPIC PLATFORM OR ANY CONTENT, INCLUDING ANY EVALUATION DATA.WITHOUT LIMITING THE FOREGOING, TROPIC DOES NOT WARRANT OR REPRESENT THAT THE TROPIC PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. TROPIC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR ACCESS TO OR USE OF THE TROPIC PLATFORM OR ITEMS OBTAINED THROUGH THE TROPIC PLATFORM, INCLUDING WITHOUT LIMITATION ANY MATERIALS DOWLOADED FROM IT, POSTED ON IT OR LINKED TO IT.TROPIC DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY SERVICES, PRODUCTS OR CONTENT AVAILABLE ON OR LINKED TO THE TROPIC PLATFORM OR THE ACTIONS OF ANY THIRD PARTY OR USER.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, WILL THE TROPIC ENTITIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE TROPIC PLATFORM, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE OR ILLEGAL.ACCESS TO, AND USE OF, THE TROPIC PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE TROPIC ENTITIES EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE TROPIC ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Arbitration
Any dispute, claim or controversy arising from or relating to these Terms or your use of the Tropic Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration by the American Arbitration Association applying New York law. The place of arbitration shall be New York City, New York. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. By using the Tropic Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms or the Tropic Platform.
These Terms, together with the General Terms and other applicable user-specific terms and conditions, constitute the entire agreement between you and us regarding your access to and use of the Tropic Website and the Tropic Platform. If any provision of these Terms is, for any reason, held to be illegal, invalid or unenforceable, the rest of the Terms will remain in effect. Any failure by us to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We reserve the right to freely assign or transfer these Terms. All Feedback, comments, requests for technical support and other communications relating to the Tropic Platform should be directed to: email@example.com