Terms & Conditions
Last updated: December 27, 2019
Please read these terms and conditions (the “Terms” or “Terms and Conditions”) carefully before using the www.Troupe.com website (the “Site”) and the mobile application (“Application”) (collectively, the “Service”) operated by Troupe, Inc. (“Troupe”, “us”, “we”, or “our”). Throughout the Terms, the terms “you”, “your”, or “user” refer to you and each visitor of the Site or user of the Service.
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, you do not have permission to access or use the Service.
PLEASE BE AWARE THAT THE SECTION ON DISPUTE RESOLUTION OF THE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. When changes are made, we will make available the updated Terms on the Site and within the Application and update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately. If a revision is material, we will provide at least 30 days’ notice to existing users who have an Account (as defined below) by sending an e-mail to you at the last e-mail address you provided to register your Account, and such updated Terms will be effective the earlier of thirty days after posting notice of such changes on the Site and within the Application or 30 days’ after dispatch of the e-mail notice of such changes. What constitutes a material change will be determined at our sole discretion. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE AND APPLICATION TO VIEW THE THEN-CURRENT TERMS.
Use of the Service
The Service, and the information and content available on the Service are protected by copyright laws throughout the world. Subject to the Terms, Troupe grants you a limited license to reproduce portions of Service for the sole purpose of using the Service for your personal or internal business purposes. Unless otherwise specified by Troupe in a separate license, your right to use any and all of the Service is subject to the Terms.
Subject to your compliance with the Terms, Troupe grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.
You understand that the Service is evolving. As a result, the Service may require you to accept updates to the Service that you have installed on your computer or mobile device. You acknowledge and agree that Troupe may update the Service with or without notifying you. You may need to update third party software from time to time in order to use the Service.
The rights granted to you in the Terms are subject to the following restrictions : (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of Service, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo or other mark (including images, text, page layout or form) of Troupe; (c) you shall not use any metatags or other “hidden text” using our name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials ); (f) you shall not access the Service in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Service. Any future release, update or other addition to the Service shall be subject to the Terms. Troupe, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of any Services terminates the licenses granted by Troupe pursuant to the Terms.
By entering into the Terms or using the Service, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features of the Services, communications concerning promotions run by us or out third-party partners, and news concerning Troupe and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO THE NUMBER THAT SENT THE TEXT OR CALL FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO THE NUMBER THAT SENT THE TEXT OR CALL FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.
Registering Your Account
In order to access certain features of the Service you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account on the Site, has a valid account on the social networking service (“SNS”) through which the user has connected to the Site (each such account, a “Third Party Account”), or has registered an account with Troupe on the Application on your mobile device (collectively, “Account”). Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Troupe.
Access Through a SNS
If you access the Service through a SNS as part of the functionality of the Service, you may link your Account with Third Party Accounts, by allowing Troupe to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Troupe to pay any fees or making Troupe subject to any usage limitations imposed by such third party service providers. By granting Troupe access to any Third Party Accounts, you understand that we may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Service via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be your content for all purposes of the Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your Account on the Service. Please note that if a Third Party Account or associated service becomes unavailable or Troupe’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third Party Accounts at any time by accessing the “Settings” section of the Third Party Accounts. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND TROUPE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD PARTY ACCOUNTS. We make no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and we are not responsible for any SNS Content.
In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least eighteen (18) years old; (m) of legal age to form a binding contract; and (n) not a person barred from using the Service under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to (y) notify Troupe immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Troupe reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Troupe, or if you have been previously banned from the Service.
You agree that Troupe and its suppliers own all rights, title and interest in the Service. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. You agree that you have no right, title, or interest in or to any content that appears on or in the Service.
Troupe, Inc. and all related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Troupe and may not be used without permission in connection with your or any third party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Troupe through its suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Troupe a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Troupe’s business.
If you wish to purchase any product or service made available through the Service (“Purchase”), you agree to pay all fees or charges to you or your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You may be asked to provide certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. You must provide Troupe with valid information including valid credit card information (Visa, MasterCard, or any other payment method accepted by us) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Troupe with your credit card number and associated payment information, you agree that Troupe is authorized to immediately invoice your Account for all fees and charges due and payable to Troupe hereunder and that no additional notice or consent is required. You agree to immediately notify Troupe of any change in your billing address or the credit card used for payment hereunder.
Troupe reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to you. We reserve the right to refuse or cancel your Purchase at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your Purchase if fraud or an unauthorized or illegal transaction is suspected.
Unless otherwise provided by the applicable Payment Provider used in connection with your payment for your Purchase, you must notify us in writing within seven (7) days after receiving your credit card statement if you dispute any of our charges on that statement or such dispute will be deemed waived. Notifications of billing disputes should be sent to the following e-mail address: [email protected].
The payments required under of the Terms do not include any Sales Tax that may be due in connection with the Service provided by Troupe. If we determine we have a legal obligation to collect a Sales Tax from you in connection with the Terms, Troupe shall collect such Sales Tax in addition to the payments required under the Terms. If any Service, or payments for any Service, under the Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Troupe, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Troupe for any liability or expense Troupe may incur in connection with such Sales Taxes. Upon Troupe’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
You agree to make all payments of fees to Troupe free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Troupe will be your sole responsibility, and you will provide Troupe with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
Third Party Provider
Availability, Errors and Inaccuracies
We are constantly updating the Service. We may experience delays in updating information on the Service and in our advertising on third party websites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we do not guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Contests, Sweepstakes and Promotions
Creating an Account
When you create an Account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account on the Service.
You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or password, whether your password is with our Service or a third party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
You agree that you will not, under any circumstances:
License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service;
Frame or utilize framing techniques to enclose any trademark or logo of Troupe (including images, text, page layout or form) or the Service;
Use any metatags or other “hidden text” using Troupe’s name or trademarks;
Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law;
Use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Service;
Access the Service in order to build similar or competitive products or services;
Copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Service, except as expressly stated herein;
Remove or destroy any copyright notices or other proprietary markings contained on or in Service;
Circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Service;
Take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and
Interfere with or attempt to interrupt the proper operation of the Service through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means.
Any unauthorized use of the Service terminates the licenses granted to you and your rights to access or use the Service. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Troupe under law, equity, statute, or otherwise. We reserve the right to refuse service, terminate accounts, or cancel orders in our sole discretion.
Links to Third Party Web Sites and Applications
As a part of the Service, you may have access to third party websites (“Third Party Websites”), applications (“Third Party Applications”) and advertisements for third-parties (“Third Party Ads”). When you click on a link to a Third Party Website, Third Party Application or Third Party Ad, we may not warn you that you have left the Service and are subject to the terms and conditions (including privacy policies) of the third party website or destination. Such Third Party Websites, Third Party Applications, and Third Party Ads are not owned or controlled by Troupe and you access the foregoing at your own risk. Troupe has no control over, and assumes no responsibility for the content, privacy policies, or practices of any Third Party Websites, Third Party Applications or Third Party Ads or services. Troupe provides these Third Party Websites, Third Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, Third Party Applications or Third Party Ads, or any product or service provided in connection therewith. You acknowledge and agree that Troupe shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You must provide all equipment necessary to connect to the Service, including but not limited to, a mobile device and/or a computer that is suitable to connect with and use the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
We may modify or discontinue the Service, or may modify, terminate or suspend your Account and bar access to the Service, without prior notice to you or liability to you or any third party, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. In addition to suspending or terminating your access to the Service, Troupe reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress.
If you wish to terminate your Account, you may simply discontinue using the Service.
Even after your right to use the Service is terminated, the Terms will remain enforceable against you, including, but without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Any unpaid amounts you owe to Troupe for any Purchases will remain due.
The Service can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Troupe intends to announce or promote the availability of such services or content in your country. The Service is controlled and offered by Troupe from its facilities in the United States of America. Troupe makes no representations that the Service is appropriate or available for use in other locations. Those who access or use Service from other countries do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless Troupe and its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, licensees and licensors, and their employees, contractors, agents, officers and directors (“Troupe Parties”), from any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees), relating to or arising out of any of the following: a) your use of and access to, or inability to use of access, the Service, by you or any person using your account and password; b) your breach of these Terms; or c) your violation of any applicable laws, rules of regulations. Troupe reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Troupe in asserting any available defenses. This provision does not require you to indemnify any of the Troupe Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms and/or your access to the Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis, with all faults. Troupe parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement arising from the Service.
YOU ACKNOWLEDGE AND AGREE THAT THE TROUPE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE Troupe PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
You acknowledge and agree that the Troupe Parties do not make any warranty, representation or condition that a) the Service will function uninterrupted, IS secure or error free or will be available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements or will be accruate or reliable.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability
You understand and agree that in no event shall Troupe Parties be liable for any indirect, incidental, special, consequential or punitive damages or costs, including without limitation, loss of profits, revenue, data, use, goodwill, procurement of substitute goods or services or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iv) unauthorized access, use or alteration of your transmissions or data; (v) ANY OTHER MATTER RELATED TO the Service, whether based on warranty, copyright, contract, tort (including negligence) or any other legal theory, in each case, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Cap on Liability
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE TROUPE PARTIES ARE LIABLE TO YOU EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO TROUPE BY YOU DURING THE SIX MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
Basis of the bargain
The limitations of damages set forth above are fundamental elements of the basis of the bargain between Troupe and you.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Troupe and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Service, to any Purchase, or to any aspect of your relationship with Troupe, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Troupe may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Terms or any prior version of the Terms.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to: Troupe, Inc., 12 E 49th Street 11th Floor New York City, New York 10036, Attn: Arbitration Dispute. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’ filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Troupe will pay them for you. In addition, Troupe will reimburse all such JAMS’ filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Troupe. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND TROUPE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Troupe are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in the “Applicability of Arbitration Agreement” subsection above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Except as provided in this Dispute Resolution Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination or expiration of the Terms or your relationship with Troupe.
Notwithstanding any provision in the Terms to the contrary, we agree that if Troupe makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Troupe at the following address: Troupe, Inc., 12 E 49th Street 11th Floor New York, New York 10036.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Troupe’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Troupe shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
These Terms and any action related thereto shall be governed and construed in accordance with the laws of THE STATE OF New York, United States, consistent with the federal arbitration act, without giving effect to any principles that provide for the application of the law under another jurisdiction. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE TERMS.
To the extent the parties are permitted under THE TERMS to initiate litigation in a court, both you and TROUPE agree that all claims and disputes arising out of or relating to THE TERMS or the Service will be litigated exclusively in the state courts located in New York County, NEW YORK, OR THE United STATES or federal courts located in the Southern District of NEW YORK.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of the Terms are held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Questions, Complaints, Claims
If you have any questions, complaints or claims with respect to the Service, please contact us at: Troupe, Inc., 12 E 49th Street 11th Floor New York City, New York 10036, Attn: Support, or e-mail [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
You may not use, export, import, or transfer any element of the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, no element of the Service may be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Where Troupe requires that you provide an e-mail address, you are responsible for providing Troupe with your most current e-mail address. In the event that the last e-mail address you provided to Troupe is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Troupe’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Troupe at the following address: Troupe, Inc., 12 E 49th Street 11th Floor New York City, New York 10036, Attn: Support. Such notice shall be deemed given when received by Troupe by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions and agreements between the parties with respect to such subject matter.
If you have any questions about these terms, please contact us by email: [email protected].