Terms & Conditions
In order to use the Tropo API (the “Tropo API” or “API”), access the information contained on the Tropo website (the “Website”) or make use of the services described in sections 1.1 and 1.2 (the “Service” or “Service”), You (hereinafter referred to as “You”, “Your” or “Yourself”) must first read this agreement (the “Agreement”) and accept it. You may not avail Yourself of the Website or Services if You do not accept this Agreement and the terms therein. By using the Services and the Tropo website, you consent to the terms and policies.
By using the Website or the Services, You represent that You have read and agree to be legally bound by the terms and conditions of this Agreement, which also include and incorporate Tropo's Acceptable Use Policy. These terms and conditions will remain in effect throughout Your use of the Services and, to the extent set out in Section 2.6 below, shall continue after this Agreement expires, cancels or is terminated. You may not use the Services and may not accept the terms if (i) You are not of legal age to form a binding contract with us, or (ii) You are a person barred from receiving the Services under the laws of the United Kingdom or other countries including the country in which You are a resident or from which You use the Services; or (iii) You are not purchasing and using the Services as a business customer in respect of a business carried out by You.
The terms and conditions set forth herein may be amended in our sole and absolute discretion from time to time, and, with the exception of any amendments likely to be of material detriment to You, such amended terms and conditions shall be effective immediately upon posting to the Website. Your continued use of the Service after such posting will constitute acceptance by You of such amendments. It is Your responsibility to review these Terms of Service frequently and remain informed about any changes to them, so we encourage You to visit this page often. Where an amendment is likely to be of material detriment to You, Tropo will provide at least one month's advance notice of such amendment in accordance with the notice provisions set forth in Section 10 below informing You of Your ability to terminate the Agreement without penalty if the proposed amendment is not acceptable to You. Your continued use of the Service after the expiry of this one month's advance notice period will constitute acceptance by You of such amendment.
Grant of Rights to Use Services and Customer Responsibilities
1.1 Tropo provides an API platform that enables customers, including Yourself, to develop and operate interactive voice response applications or websites which make use of the Services ("Applications"). Each API server includes interfaces and associated software that support a variety of Internet, speech, and telephone capabilities. The API provides a platform for interfacing with Applications and enables such Applications to control inbound and outbound traffic communicated through the API. Tropo offers inbound and outbound calling as separate services. Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Tropo hereby grants You a limited, non-exclusive, non-transferable, revocable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by Tropo that augment or enhance the current Services shall also constitute “Services” and shall be subject to these terms and conditions.Except as expressly permitted in the Agreement, You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. You acknowledge that the API data concerning the services have been published by Tropo and are available free of charge at www.tropo.eu/docs. If you require further inforamtion on this API data, please contact email@example.com. You may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by Tropo.IMPORTANT INFORMATION: If your internet connection fails, the Services will also fail. This failure may be caused by reasons outside Tropo's control.
1.2 You acknowledge that we may change, deprecate or republish APIs and any feature of the Service from time to time, and that it is Your responsibility to ensure that calls or requests You make to or via our Service are compatible with then-current APIs for the Service. Tropo will attempt to inform You of any changes with reasonable notice so You can adjust Your Application, but we are under no obligation to do so.
1.3 You and any Applications that You may build, distribute, or otherwise create may not make network calls or requests to the Services, or receive phone calls via the Service, in a manner that violates the terms of the Acceptable Use Policy or other terms of this Agreement. You represent and warrant that You are aware of, understand and have complied with, and, have procured compliance by your customers and subscribers("End-Users") with, all legal and regulatory requirements that apply in respect of your purchase, use and, where applicable, resale of the Services and/or any service(s) into which You incorporate the Services, or the purchase, use and, where applicable, resale of the Services by your End-Users. This shall include, but not be limited to, any laws, regulatory requirements and any other statutory or non-statutory provisions relating to the provision of electronic communications services and networks, personal data protection, revenue reporting and the payment of taxes and regulatory fees and assessments. You acknowledge that Your rights to use the Services are non-exclusive.
1.4 You may not remove, obscure, or alter any notice of any Tropo trademark, service mark or other intellectual property or proprietary right appearing on the Website or contained within the Services.
1.5 Provided that You comply with the terms of this Agreement and our policies and procedures including the Acceptable Use Policy, You may use the Services to execute Applications owned or lawfully obtained by You. You are solely responsible for Your Applications, including any data, text, images or content contained therein.
1.6 You are personally responsible for all traffic originating from Your Applications using Your account credentials to the Services. As such, You should protect Your authentication keys and security credentials. Actions taken using Your credentials shall be deemed to be actions taken by You, with all consequences including service termination, civil and criminal penalties.
1.7 We may make available to You, for Your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (the “Tropo Properties”). Subject to Your acceptance of this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for Your right to use the subject Service, we hereby grant to You, without the right to sublicense, a limited, non-exclusive, non-transferable license during the Term of this Agreement (as defined in Section 2.1), under our intellectual property or proprietary rights in the Tropo Properties, only to install, copy and use the Tropo Properties solely in connection with and as necessary for Your use of such Services and solely to the extent in compliance with all the terms and conditions of this Agreement.
(a) The Tropo Properties may include, without limitation:
- The Tropo Website;
- Tropo APIs and Tropo Markup Language;
- Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and technology;
(b)Tropo may make available under another license agreement, such as an open source agreement, additional content or software. Any such content or software will be clearly marked with such a license indicating the usage rights available for that content or software. For such content or software released pursuant to an open license, Tropo encourages You to modify, alter, tamper with, repair and/or create derivative works consistent with such license. Such content or software may include:
- Developer tools, such as software development kits or sample code, for use in connection with the APIs;
- Articles and documentation for use in connection with the use and implementation of the APIs (collectively, “Documentation”);
(c) Except as may be expressly authorized under this Agreement:
- You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Tropo Properties.
- You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Tropo Properties or the Services or apply any other process or procedure to derive the source code of any software included in the Tropo Properties.
1.8 For purposes of this Agreement, Tropo hereby grants to You a non-transferable, non-sublicenseable, non-exclusive license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Tropo (each, a “Tropo Mark”) for the purpose of promoting or advertising that You use the Service. In return You hereby grant Tropo a non-transferable, non-sublicenseable, non-exclusive license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Service. In using Tropo Marks, You may not: (i) display a Tropo Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Tropo; (ii) use Tropo’s Marks to disparage Tropo or its products or services; or (iii) display a Tropo Mark on a site that violates any law or regulation. Notwithstanding the above, Tropo may determine in its sole discretion whether its marks may be used in connection with Your Application. Furthermore, we may modify any Tropo Marks provided to You at any time, and upon notice, You will use only the modified Tropo Marks and not the old Tropo Marks. Other than as specified in this Agreement, You may not use any Tropo Mark unless You obtain our prior written consent. All goodwill accruing from the use of the Tropo Marks shall inure to Tropo.
1.9 The rights granted by us in this Agreement with respect to the Tropo Properties, the Tropo Marks and the Services are nonexclusive, and we reserve the right to: (i) act as a developer of products or services related to any of the products that You may develop in connection with the Tropo Properties or via Your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with Your Application.
1.10 We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur with respect to loss of data associated with your account and data therein.
Term, Termination and Suspension
2.1 The term (“Term”) of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or us in accordance with this Section 2.
2.2 You may terminate this Agreement for any reason or no reason at all, at any time at Your convenience, by closing Your account for any Service for which we provide an account closing mechanism. Where we have not provided an account closing mechanism for a particular Service, you may terminate this Agreement by sending us written notice.
2.3 We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time by providing You up to thirty (30) days’ advance notice in accordance with the notice provisions set forth in Section 10 below.
2.4 We may suspend Your right and license to use the Service or terminate this Agreement in its entirety (and, accordingly, Your right to use the Service), for cause effective as set forth below:
2.4.1 Immediately upon our notice to You in accordance with the notice provisions set forth in Section 10 below if (i) You violate any provision of the Acceptable Use Policy or we have reason to believe that You have violated the Acceptable Use Policy, (ii) there is an unusual spike or increase in Your use of the Services for which we determine, in our sole discretion, such traffic or use may be fraudulent or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the Services to You is prohibited by any applicable law, regulatory requirement or any other statutory or non-statutory provision, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding
2.4.2 Five (5) days following our provision of notice to You in accordance with the notice provisions set forth in Section 10 below if You breach any other provision of this Agreement and fail, as determined by us, in our sole discretion, to cure such breach within such 5-day period.
2.5 Effect of Suspension or Termination.
2.5.1 Upon termination of this Agreement for any reason: (i) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; (ii) all of Your rights under this Agreement shall immediately terminate; and (iii) we shall refund to you any pre-paid amounts remaining on your account, less any amounts deducted pursuant to Section 2.5.1(i).
2.6 In the event this Agreement expires or is terminated for any reason, Sections 5, 6, 8 and 9 will survive any such expiration or termination.
2.7 Following the suspension or termination of Your right to use the Services by us or by You for any reason other than a termination for cause, You shall be entitled to take advantage of any post-termination assistance we may generally elect to make available with respect to the Services such as data retrieval arrangements. We may also endeavor to provide You with unique post-suspension or post-termination assistance, but we shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to the Services or made available uniquely to You, shall be conditioned upon Your acceptance of and compliance with any fees and terms we specify for such assistance.
3. Downtime and Service Suspensions; Security; Disclosure to Law Enforcement Authorities
3.1 The Services are provided on a best-efforts basis. In addition to our rights to terminate or suspend Services to You as described in Section 2 above, You acknowledge that: (i) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, internet connection failure, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to You or to any of our other customers if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by any applicable law, regulatory requirement or any other statutory or non-statutory provision or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Without limitation to Section 6, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide You with notice of any Service Suspension in accordance with the notice provisions set forth in Section 10 below and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so. To the extent we are able, we will endeavor to restore the Services to You as soon as is reasonably practicable following any Service Suspensions. We shall have no liability for the manner in which we may restore or fail to restore the Services to You as soon as is reasonably practicable following any Services Suspensions.
3.2 We strive to keep information you provide to us secure, but cannot guarantee that we will be successful at doing so. Accordingly, without limitation to Section 6 below, You acknowledge that You bear sole responsibility for adequate security, protection and backup of all content associated with Your account, including all audio recordings, communications logs, and content generated by third parties, including users of your Applications (together, “Your content”) We strongly encourage You, where available and appropriate, to use encryption technology to protect Your content from unauthorized access and to routinely archive Your content. We will have no liability to You for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your content.
3.3 Tropo may, at all times, cooperate with law enforcement authorities in the investigation of any suspected or alleged illegal or other activities. If Tropo is required to do so by law, this may include, but is not limited to, disclosure, where posible, to the relevant law enforcement authorities of Your contact information, Your content, (as defined above), User Information(as defined below), Mobile Content(as defined below) and any other content of Your transmissions through the Service.
4.1 In its sole discretion, Tropo shall determine whether You are eligible for a free trial subscription to its Services, which terms of the free trial are set forth at www.tropo.eu. Free trials are limited to one per person, and if we find that You have created multiple free trial accounts, we reserve the right to suspend those accounts and take actions to prevent additional violations.
4.2 If You have subscribed to the full version of our Services, then You agree to pay applicable fees (including any minimum subscription fees) as set forth at www.tropo.eu/pricing/. All payments of fees for the use of our Services will be pre-paid and, subject to Section 2.5.1, are non-refundable. Access to the full version of our Services will not be made available until Tropo receives payment of fees from You. If You elect to use our Service again in the future You will be required to prepay applicable fees before access to our Services will be made available for Your use. We may increase or add new fees for any existing Service or feature by giving You one month's advance notice in accordance with the notice provisions set forth in Section 10 below. If such amendment to fees is likely to be of material detriment to You, we will inform You of Your ability to terminate this Agreement without penalty. Your continued use of the Service after the expiry of this one month's advance notice period will constitute acceptance by You of such fee amendment. Call and Message Rates are based on variable market pricing and may therefore be subject to change from month to month without prior written notice. Rates for inbound and outbound services may differ. All fees payable by You are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect any taxes from You. Tropo reserves the right to pass through to You by line item any regulatory fees or assessments that Tropo incurs as a result of its offering of the Services.
4.3 We may specify the manner in which You will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by You under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, You shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.
5.1You acknowledge that no licence is provided by TROPO to You in respect of any software other than the right to make use of the software embedded in, and provided as part of, the platform to which access is granted as part of the Services pursuant to this Agreement. With regard to that software, You shall have a right to use such software only in the course of (and for purposes incidental to) its use of the platform.
5.2 Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Tropo Properties; (iii) the Tropo Marks; and (iv) any other technology and software that we provide or use to provide the Services and the Tropo Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Tropo Properties, the Tropo Marks, or such other technology and software, except for the limited use and access rights described in this Agreement.
5.3 Tropo may, at its discretion, offer certain Software Development Kits, tools, application samples, or documentation under an open source license. Any such products will be marked with copyright details, and those copyrights will apply to those and only those documents. Tropo reserves all rights to any documents, tools, services, technologies and the like not designated with an open license.
5.4 Other than the rights and interests expressly set forth in this Agreement and excluding any and all works derived from Tropo Properties, You reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) content and data You may send to us or use as part of Your use of any Services (“Your Content”); and (ii) Your Applications.
5.5 In the event You elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the Tropo Properties or the Tropo Marks (collectively, “Feedback”), we shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to Tropo via comments, forums, emails and the like (collectively, “Communications”) shall be considered the property of Tropo. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback and Communications.
5.6During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.
Representations and Warranties; Disclaimers; Limitations of Liability
6.1You represent and warrant that You will not use the Website (including our forums and comments sections), Services, Tropo Properties, Tropo Marks, Your Application or Your Content in a manner that violates the Acceptable Use Policy. Although Tropo does not assume the duty or obligation to monitor any materials created, posted or uploaded by You or any third parties, Tropo reserves the right, in its sole and absolute discretion, to monitor any and all materials posted or uploaded by You or any third parties at any time without prior notice to ensure that they conform to any usage guidelines or policies (including our Acceptable Use Policy) relating to our Website or Services.
6.2 You also acknowledge and understand that the Services are not intended to replace any primary phone or interconnected messaging service, such as a traditional landline or mobile phone that may be used to contact emergency services. You acknowledge and agree that the Services are not designed, intended, authorized or warranted to be suitable for hosting life-support applications or other critical applications where the failure or potential failure of the Services can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control and hospital life-support systems. You acknowledge and agree that the use of the Service to make calls to emergency services is subject to limitations, and that calls to emergency services will fail if there is a power outage or an Internet connection failure. You acknowledge and agree that we will only be able to provide accurate and reliable Caller Location Information available in respect of any emergency service call that you make to the extent that the provision of such information is technically feasible. You represent and warrant that You: (i) will not use or permit the use of the Services to support such critical applications as described herein; (ii) will notify your End-Users that your Application is not a replacement for primary phone or interconnected text messaging service; (iii) will inform your End-Users that the use of the Service to make calls to emergency services is subject to limitations, and that calls to emergency services will fail if there is a power outage or an Internet connection failure; and (iv) will inform your End-Users of the limitations in respect of providing an emergency organisation with accurate caller location information if the Service is used to make an emergency call. You will indemnify and hold Tropo harmless from and against any and all loss, damage and expense arising from any and all threatened or actual claims, demands or actions based upon any breach of the warranties and representations given by You in this Section.
6.3 You represent and warrant that You: (i) that You are solely responsible for the development, operation, and maintenance of Your Application and for Your Content, including without limitation, the accuracy, appropriateness and completeness of Your Content and all product-related materials and descriptions; (ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Your Application and Your Content; (iii) that neither Your Application nor Your Content: (a) violates, misappropriates or infringes any rights of us or any third party; (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party; or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither Your Application nor Your Content contains any harmful components; and (v) to the extent to which You use any of the Tropo Marks, that You will conduct Your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of Tropo. You also represent and warrant that You are responsible for any charges incurred by virtue of Your use of the Application, no matter whether the Application acted in error.
6.4 You understand that You may use any phone number (including any previously-provisioned direct inward toll-free numbers or vanity numbers) assigned or ported in to Your account. Phone numbers provisioned to Your account for development purposes may be changed or revoked at any time without warning. You, and not Tropo, will be responsible for, and shall pay any applicable service fees associated with, any unauthorised use of such phone number. You shall ensure that Your End-Users assume the same responsibility in respect of any unauthorised use on their part of these phone numbers.
6.5You represent and warrant that you have read and understood the, Acceptable Use Policy and the Privacy & Cookies Policy, and You agree to abide by their terms, where applicable, including as incorporated by reference herein. By way of example, and not as a limitation, You agree not to violate any provisions of the Acceptable Use Policy. You further agree to abide by all applicable local, state, national, foreign and international laws and regulations, including, but not limited to, EU and national telecommunications regulatory and personal data protection and EU export laws. You agree that you will be solely responsible for all acts or omissions that occur under Your account or password, including the content of Your transmissions through the Service. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
6.6 You represent and warrant that without Tropo’s express written consent You will not use, and will not authorize any third party to use, any Public Software (as defined below) in connection with the Services in any manner that requires, pursuant to the license applicable to such Public Software, that any Tropo Properties or Services be: (i) disclosed or distributed in source code form; (ii) made available free of charge to recipients; or (iii) modifiable without restriction by recipients. With respect to any Feedback or Communications, You represent and warrant that such Feedback and Communications, in whole or in part, contributed by or through You: (i) is legally distributable by You, either because You own the copyright or because You have fully complied with any copyright terms associated with the software or content; (ii) contains no third party software or any software that may be considered Public Software; and (iii) does not violate, misappropriate or infringe any intellectual property rights of any third party. “Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU’s General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License; (ii) The Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL), (vii) the BSD License; and (viii) the Apache License.
6.7 You represent and warrant that: (i) the information You provide in connection with Your registration for the Services is accurate and complete; (ii) You enter into this Agreement as a business customer for use of the Services in respect of a commercial activity carried out by You; (iii) You are duly authorized to use and, where applicable, resell the Services in the manner chosen by You and do business in the jurisdiction where You operate; and (iv) You are an authorized representative of Your entity duly authorized to access the Services and to legally bind You to this Agreement and all transactions conducted under Your account.
6.8 While Tropo strives to ensure that the information contained on the Website is accurate and reliable, Tropo makes no warranties as to the accuracy, correctness or completeness of any such information and assumes no liability or responsibility for any omissions or errors in the content of this Website. Tropo reserves the right to revise the information contained on this Website at any time, in its sole discretion without any obligation to notify past, current or prospective visitors.
6.9 Tropo makes no representations about any other web site that you may access through this one. When you access a non-Tropo web site, please understand that it is independent from us, and that we have no control over the content on that web site. In addition, a link to a non-Tropo web site does not mean that we endorse or accept any responsibility for the content, or the use, of such web site. It is up to you to take precautions to ensure that whatever you select for your use is free of viruses, worms, trojan horses and other items of a destructive nature.
6.10 TROPO DOES NOT WARRANT THAT THE SERVICES SHALL MEET ALL OF YOUR REQUIREMENTS, OR THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. TROPO PROPERTIES, THE TROPO MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY SERVICE INTERRUPTIONS OR FAILURES, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, BROADBAND CONNECTION FAILURE, SYSTEM FAILURES OR OTHER INTERRUPTIONS. TROPO MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED ON THE WEBSITE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
6.11 In addition to the foregoing, we specifically disclaim all liability, and You shall be solely responsible for the development, operation, and maintenance of Your Application and for all materials that appear on or within Your Application and You agree that You shall, without limitation, be solely responsible for:
6.11.1 the technical operation of Your Application and all related equipment;
6.11.2 the accuracy and appropriateness of any materials posted on or within Your Application (including, among other things, any product-related materials);
6.11.3 ensuring that any materials posted on Your site or within Your Application do not violate our Acceptable Use Policy, are not illegal and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age;
6.11.5 any of Your End-Users’ or customers’ claims relating to Your Application or any Services utilized in connection with Your Application; and
6.11.6 ensuring that You use commercially reasonable efforts to safeguard protected information of any kind (including personal data as defined by Data Protection Legislation); that such information is protected to the full extent required by law; and that, if the safeguards required are unavailable, impracticable or otherwise not implemented, no such information is collected, stored, received, transmitted or disseminated as a result of Your Application.
6.12 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR: (i) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) ANY LIABILITY TO PAY ANY SERVICE FEES; OR (iv) ANY LIABILTY WHICH CANNOT BE LIMIED OR EXCLUDED BY APPLICABLE LAW.
6.13 SUBJECT TO SECTION 6.12, IN NO EVENT SHALL TROPO BE LIABLE TO YOU FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (B) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA (WHETHER SUCH LOSSES ARE DIRECT OR INDIRECT), THAT IN ANY WAY RELATE TO THIS AGREEMENT, OR TROPO'S PERFORMANCE THEREOF, YOUR USE OF THE SERVICES, OR THE TROPO PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (iv) OR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM YOUR USE OF THE WEBSITE OR THE INFORMATION CONTAINED THEREIN AND, IN EACH CASE, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE), RESTITUTION, BREACH OF STATUTORY DUTY OR OTHERWISE. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES.
6.14 NEITHER TROPO NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR, OR YOUR END-USER', INABILITY TO USE TROPO OR ITS SERVICES TO CONTACT ANY EMERGENCY SERVICES, OR ANY DIFFICULTY EXPERIENCED BY YOU IN THIS RESPECT, OR ANY FAILURE ON YOUR PART, OR THE PART OF YOUR END-USERS, TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.
Privacy and Data Protection
For the purposes of this Agreement, the terms "data controller", "data processor", "data subject", "personal data", "processing " and "appropriate technical and organizational measures" shall be interpreted in accordance with the implementation of Directive 95/46/EC or other applicable Data Protection Legislation, in the relevant jurisdiction).
"Data Protection Legislation" means Data Protection Directive 95/46/EC, the Privacy & Electronic Communications Directive 2002/58/EC and all national laws and regulations implementing these Directives, together with any other EU Directive, Regulation, Recommendation or Decision and any other primary or secondary laws, regulations, guidance and other statutory and non-statutory instruments or provisions relating to the processing of personal data which may exist in any relevant jurisdiction together with all applicable laws amending or replacing the above including the General Data Protection Regulation.
7.1 You agree to (i) keep confidential and not disclose to any third party any account password, personal identification code, number or name issued by Tropo to You for permitting access to the Services; (ii) provide true, accurate, current and complete personal data as prompted by any registration processes which form part of the Services; (iii) provide in a timely manner any information and/or assistance Tropo requires in order to supply the Services, ensuring the continuing accuracy and completeness of such information; (iv) notify Tropo immediately of any suspected or actual breach of security or unauthorised use of the Services, any password or account and take all steps necessary, including any steps required by Tropo to prevent such use; and (v) not impersonate another end user or provide false identity information to gain access to or use the Services.
7.2 You agree to obtain all necessary consents (including from Your End-Users(as appropriate)) under Data Protection Legislation to disclose any personal data to Tropo and for Tropo to process the personal data in accordance with this Agreement.
7.3 You agree that you and/or your end users are the data controllers of any personal data within the User Information or any other Content processed in connection with the Services but that Tropo shall be a data controller with respect to the processing of any personal data additional to the User Information and Content which is necessary for the operation of the Services which shall include call data records and other traffic data and in respect of any personal data held about You, or End-Users(or their personnel) for contract management and general business purposes.
7.5 In the event that Tropo becomes aware of any personal data breach (as defined in applicable Data Protection Legislation), it shall, without undue delay, notify You and You shall in turn meet Your relevant obligations with respect to personal data breach notification as stated in the applicable Data Protection Legislation and the provisions of Commission Regulation No 611/2013 on the measures applicable to the notification of personal data breaches.
7.6 To the extent that Tropo processes any personal data in connection with the provision of any support or other additional services provided under this Agreement and is considered by Data Protection Legislation to be a data processor, Tropo agrees to (i) only carry out such processing in accordance with Your instructions from time to time as set out in this Agreement and (ii) put in place appropriate technical and organizational measures to protect the personal data against unauthorized or unlawful processing and accidental destruction or loss, so as to allow You to comply with Your obligations under applicable Data Protection Legislation.
7.7 Tropo shall not disclose any personal data disclosed by You to any country outside the European Economic Area unless Tropo ensures that such data is subject to an adequate level of protection in accordance with the applicable Data Protection Legislation. Tropo will retain personal data relating to You or your End-Users for as long as required pursuant to applicable Data Protection Legislation.
8.1 You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney's fees), arising out of or in connection with any claim that arises out of: (i) Your use of the Services, Tropo Properties and/or Tropo Marks in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, the Acceptable Use Policy, and/or applicable any applicable law, regulatory requirement or any other statutory or non-statutory provision; (ii) Your Application, Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your Application and/or Your Content; (iii) Your violation of any term or condition of this Agreement or any applicable additional policies, including without limitation, Your representations and warranties; (iv) You or Your employees’ or personnel’s negligence or willful misconduct; or (v) Your use of the Website or any of the Services provided on or made accessible by the Website.
8.2 We agree to promptly notify You of any claim subject to indemnification; provided that our failure to promptly notify You shall not affect Your obligations hereunder except to the extent that our failure to promptly notify You delays or prejudices Your ability to defend the claim. At our option, You will have the right to defend against any such claim with counsel of Your own choosing (subject to our written consent) and to settle such claim as You deem appropriate, provided that You shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.
Complaints and Disputes
9.1 Where appropriate, You may refer any complaint associated with the provision of the Services or that otherwise relates to our performance of this Agreement to Tropo in accordance with the details set out in Tropo's Customer Complaints Code.
9.2 Where You and Tropo fail to agree on a means of satisfactorily resolving any complaint pursuant to the Customer Complaint's Code, You can refer the dispute for resolution by an Alternative Dispute Resolution. Tropo can provide details upon request.
9.3Notwithstanding any other provision of this Agreement, Tropo can provide details upon request. may take proceedings or seek remedies before the court in accordance with Section 12.9 or any competent authority of any country for interim or interlocutory remedies in relation to any breach of this Agreement or infringement by You of Tropo’s intellectual property rights.
10.1 Notices made by us under this Agreement for You or Your account specifically (e.g., notices of breach and/or suspension) will be provided to You via a notification message displayed on your account page or via the email address provided to us in Your registration for the Services or in any updated email address You provide to us in accordance with standard account information update procedures we may provide from time to time. It is Your responsibility to keep Your email address current and You will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not You actually receive the email.
10.2 For notices made by You to us under this Agreement and for questions regarding this Agreement or the Services, You may contact Tropo as follows: by UK Postal Mail at Tropo (Europe) Limited, Eversheds House, 70 Great Bridgewater Street, Manchester, M1 5ES, United Kingdom, or by contacting us at firstname.lastname@example.org
11.1 Tropo does not offer interconnected text message service. You can use the API to develop Applications that send text messages to sets of users defined by You in Your Applications. If You have available funds in your account Your Applications can send text messages – see https://www.tropo.eu for full details of the functionality and destinations available to Your Applications. The use of text messaging is governed by the terms herein, including our Acceptable Use Policy.
11.2 The charges payable for Application transmitted text messages consist of a per-message rate as set out at https://www.tropo.eu/pricing/.
11.3 Each text message has a limit of 160 characters. If Your Application attempts to transmit a longer message it will be broken down into several messages and You will be charged accordingly for each message sent. If Your Application attempts to transmit a character that is not supported by the GSM character set, the format of the text may be converted to Unicode, which is subject to a 70 character limit per message
11.4 Your Applications can send text messages to more than one person at a time (subject to any restrictions on the overall number of concurrent messages that may be imposed by Tropo or its partners from time-to-time); however please note You will be charged for each message sent. You agree not to send any unsolicited text message and/or text message containing commercial material or material over which you do not have rights of dissemination.
11.5 If Tropo cannot (for whatever reason) send the message requested by Your Application, the status of your message will be shown as “pending”. Tropo will continue to try and send the message for up to 24 hours and if we cannot properly send the message within this timeframe then the text message charge will be refunded to Your account balance automatically.
11.6 You acknowledge that in connection with Your use of text messaging capabilities, including the End-Uses, Tropo may receive domain names, End-User names, addresses, passwords, telephone and device numbers, the content of messages, data files and other data and information provided by End-Users or in connection with text messaging (collectively “User Information”). Tropo exercises no control whatsoever over any information, text, data, color or black and white images, moving and still images, and sound recordings (collectively “Mobile Content”) or User Information, including the content of messages, information that may be transmitted and/or generated using text messaging. Tropo’s responsibilities are limited to temporarily storing the User Information, using reasonable means to protect the User Information, and transmitting the User Information. Tropo has no obligation and undertakes no responsibility to review User Information to determine whether any such User Information may violate any applicable law or regulation, or create liability to, or on the part of, any third party. You are solely responsible for the content of all User Information and transmissions thereof and use of text messaging. Without prejudice to the foregoing, and to the extent permitted by law, Tropo reserves the right to monitor Your and End-Users’ use of text messaging for purposes of verifying compliance with the terms and conditions of the Agreement and all terms herein provided, however, that Tropo disclaims any obligation to monitor, filter, or edit Your or End-User’s Mobile Content.
12.1 Responsibility. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.
12.2 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
12.3Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
12.4 Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
12.6 No Endorsement. You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of Your Applications or Your Content.
12.7 Relationship of the Parties. Nothing in this Agreement shall be deemed to constitute a partnership or create a relationship of agency between the parties. A person who is not party to this Agreement may not enforce any of its provisions under any legislation otherwise entitling it to do so.
12.8Third Party Beneficiaries. The Customer acknowledges and agrees that, where expressly stated and subject to Section 12.7, this Agreement conveys rights, benefits and remedies to TROPO Beneficiaries (but not any obligation or burden). Tropo and any Tropo Beneficiary shall be entitled to pursue claims for recovery of damages, losses, costs or expenses incurred in connection or in relation to this Agreement (regardless of the basis of liability, for example, contract or tort) against the Customer. Tropo may, in its sole discretion, enforce, and bring any claim in respect of, any rights under or in connection with this Agreement: (i) on behalf of any Tropo Beneficiary, including joining any such Tropo Beneficiary as a party to any proceedings; or (ii) on its own, and for those purposes the damages, losses, costs or expenses of each Tropo Beneficiary incurred in connection with or in relation to this Agreement (regardless of the basis of liability, for example, contract or tort) shall be deemed to be the damages, losses, costs or expenses of Tropo and recoverable by it as if they were its own. Tropo may amend, terminate or rescind this Agreement without the consent of any such Tropo Beneficiary. All claims brought by the Customer under or as a result of this Agreement (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) shall be brought against Tropo only and not any Tropo Beneficiary. In this Agreement “Tropo Beneficiary” shall mean Tropo's Affiliates, Tropo’s and Tropo's Affiliates’ employees, directors, officers, agents and subcontractors and Tropo’s suppliers and their Affiliates.
12.9This Agreement and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed in accordance with, the laws of England and Wales. Subject to Section 9 (Complaints and Disputes), all disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England to which the parties irrevocably submit.
By Accepting this agreement I understand that this service allows calls to the emergency services numbers 999 and 112. However, I understand that calls will fail if there is a power cut or my internet connection fails. I agree to keep You updated of any changes in the registered address from where the Services will be accessed.