Terms and Conditions

1. DEFINITIONS.

1.1. “Application Program Interface” or “API” means the Application programming interface provided by TrolMaster on our platform, which provides programmatic access to the data of Trolmaster, to the extent made available hereunder by TrolMaster to User.

1.2. “Data” means the TrolMaster Product List, software, other applications or services, and any data or other information contained therein or related thereto, in each case to the extent made available hereunder by TrolMaster to User via the API.

1.3. TrolMaster Property” means the API and all Data.

1.4. “Term” has the meaning given to it in Section 4.1 below.

2. ACCESS AND USE OF TROLMASTER PROPERTY.

2.1. Access and Use. Subject to the terms and conditions herein, User may (a) during the Term, access and use the API solely to access the Data and (b) during and after the Term, use Data which is accessed during the Term. In each of cases (a) and (b), User may access and use the Data solely for User’s own internal non-commercial business purposes; User shall not (i) access or use any TrolMaster Property for any commercial purpose, (ii) represent to any third party that any TrolMaster Property is the property (proprietary or otherwise) of User or (iii) make available any TrolMaster Property to any third party unless the conditions of Section 2.2 herein are satisfied. In order to access the API hereunder, the User may be required to create or may be provided with user credentials (login/user name, password, etc.) (collectively, “Credentials”). User shall (i) keep all its Credentials confidential; (ii) permit only its employees or contractors to access and use such Credentials; (iii) be responsible for all use of its Credentials; and (iv) promptly notify TrolMaster if it becomes aware of any unpermitted access or use of its Credentials. User’s access and use of the TrolMaster Property, or portions thereof, is also subject to any additional requirements that may be specified by TrolMaster from time-to-time, which may include User maintaining membership in good standing in TrolMaster.

2.2. Third Party Access and Use. Except as expressly permitted herein or as otherwise authorized by TrolMaster, if User desires that any third party be allowed to access or use the API or Data on its behalf hereunder, including to provide any service for User: (a) User shall first request in writing permission from TrolMaster to do so; (b) such access or use shall not be permitted unless expressly approved in writing in advance by TrolMaster (provided that, such approval may be withheld by TrolMaster in its sole discretion, and may be subject to requirements specified by TrolMaster from time-to-time, such as the third party entering into a data use agreement or other agreement with TrolMaster); and (c) User shall be responsible for all acts and omissions of any such third party.

2.3. Exclusions. Except as expressly permitted herein or as otherwise authorized by  TrolMaster, user shall not: (a) access or use any TrolMaster Property except as expressly permitted herein; (b) disclose, distribute, or otherwise transfer any Data to any third party except as expressly permitted herein; (c) reproduce or create derivatives of any Data (except as reasonably necessary to use the Data as permitted herein), or make derivative works, transmit, post, link, deep link, frame, redistribute, decompile, modify, reverse engineer, translate, disassemble, or otherwise attempt to gain access to any underlying technology, software, data or other information relating to, any TrolMaster Property except as expressly permitted herein; (d) access or use the API other than in accordance with all user documentation or instructions provided by TrolMaster except as expressly permitted herein; (e) sell, lease, rent, loan, or otherwise permit access to or use of any TrolMaster Property by or for any third party except as expressly permitted herein; (f) use any TrolMaster Property to develop, market, or distribute, directly or indirectly, any software, service, database, data, other information or other offering that is similar to, derivative of, or a substitute or alternative for, any TrolMaster Property, including any of the foregoing that contains any Data except as expressly permitted herein; (g) remove any proprietary notices on or in any Data except as expressly permitted herein; (h) use any TrolMaster Property in an illegal or fraudulent manner (including any use in violation of any laws, rules or regulations concerning export control); (i) take any action that imposes or may impose an unreasonable or disproportionately large load on the API or any related infrastructure, or bypass any measures TrolMaster may use to prevent or restrict access to any portion of the TrolMaster Property (or other accounts, networks, services, data or other information connected or related thereto); (j) otherwise interfere in any manner with the use or operation of the API or any related infrastructure; or (k) use manual or automated software, devices or other processes to “crawl,” “scrape” or “spider” any of the TrolMaster Property or otherwise to copy, obtain, propagate, distribute, or misappropriate any data or other information or content from the TrolMaster Property except as expressly permitted herein. All acts and omissions of User’s employees and other personnel shall be deemed to be those of User, and User shall be responsible therefor.

2.4. Retention of Rights. Except for the rights expressly granted herein, TrolMaster retains all right, title, and interest in and to the TrolMaster Property, and User shall have no other right, title, or interest therein, whether express or implied. The TrolMaster Property is and shall continue to be, in its entirety, the sole property of TrolMaster or its licensors or other providers, as applicable.

2.5. Third-Party Software. TrolMaster may (in its sole discretion) provide third party software for use in or with the TrolMaster Property (“Third Party Software”). All use of Third Party Software is governed by the terms of any third party user license or similar terms and conditions applicable thereto. TrolMaster hereby disclaims all liability or responsibility for any Third-Party Software.

2.6. Testing the API against the subscriber’s system is not part of this agreement. Subscribers are responsible for updating and testing their internal systems. Updated API documentation will be provided within a reasonable time ahead of any update to the API. There is no guarantee of server uptime for the API subscription. It is reasonable to expect 99% server uptime.

3. FEES

3.1 First Year. The duration of year one of the annual paid subscription will be thirteen months. This benefit is provided to the subscriber to account for any transition issues that may result from a new subscription arrangement.

4. TERM AND TERMINATION.

4.1. Term and Termination. The term of this Agreement shall commence on the Effective Date, and shall continue in effect for twelve months from the effective date. The first-year subscription ends in accordance with 3.2. Either Party may terminate this Agreement at any time, for any reason or no reason, by providing three days’ advance written notice thereof to the other Party. In addition and regardless of whether or not the Term has ended, all of the User’s rights under this Agreement (including all rights to access or use the API or any Data) shall terminate automatically upon User’s failure to comply with Section 2.1 (Access and Use), Section 2.2 (Third Party Access and Use), Section 2.3 (Exclusions) or Section 6.1 (Confidentiality). User acknowledges and agrees that TrolMaster shall have sole and exclusive discretion to determine whether User has failed to comply with any Section of this Agreement.

4.2. Effect of Termination. Upon termination of this Agreement for any reason, User’s rights to access and use the API herein shall terminate and User shall immediately cease all access to or use of the API. The following Sections, as well as any other provisions herein which should reasonably survive, shall survive termination of this Agreement: 1 (Definitions); 2.3 (Exclusions); 2.4 (Retention of Rights); 4.2 (Effect of Termination); 5 (Disclaimer and Limitations of Liability); and 6 (Miscellaneous).

5. DISCLAIMER AND LIMITATIONS OF LIABILITY.

5.1. DISCLAIMER. THE TROLMASTER PROPERTY IS MADE AVAILABLE “AS-IS” WITH ALL FAULTS. TROLMASTER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND RELATING TO THE TROLMASTER PROPERTY (WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM, TRADE USAGE, OR COURSE OF DEALINGS), INCLUDING (A) ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR PARTICULAR PURPOSE; (B) THAT THE TROLMASTER PROPERTY WILL MEET USER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) AS TO THE ACCURACY OR RELIABILITY OF ANY DATA OR OTHER INFORMATION OBTAINED FROM THE TROLMASTER PROPERTY. USER ACKNOWLEDGES THAT TROLMASTER MAY FROM TIME-TO-TIME IN ITS SOLE DISCRETION MODIFY, INTERRUPT, OR CEASE PROVIDING, THE TROLMASTER PROPERTY, IN WHOLE OR PART. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM TROLMASTER OR THROUGH THE API WILL CREATE ANY OTHER WARRANTY.

5.2. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF TROLMASTER OR ITS LICENSORS OR OTHER PROVIDERS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE (INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES) ARISING FROM OR RELATING TO THE TROLMASTER PROPERTY OR THIS AGREEMENT UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR OTHER TORT, CONTRACT, OR ANY OTHER THEORY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

6. MISCELLANEOUS.

6.1. Confidentiality. Users acknowledge that the TrolMaster Property has been created, compiled, developed, and maintained at great expense of time and money, may contain certain trade secrets and confidential information, and is the proprietary property of TrolMaster. Users shall not use any TrolMaster Property except as expressly permitted herein. User shall not disclose any TrolMaster Property, or any other information provided by TrolMaster to User relating to the TrolMaster Property, to (a) any User employee who does not have a need to know for the purpose of exercising User’s rights hereunder, or (b) any third party.

6.2. Remedies for Breach. User acknowledges that a breach of the provisions in this Agreement would cause substantial harm to TrolMaster that could not be remedied by payment of damages alone. Accordingly, TrolMaster shall be entitled to seek preliminary and permanent injunctive relief, and other equitable relief, for any such breach in any court of competent jurisdiction, without any requirement to prove damages or post bond.

6.3. Choice of Law; Venue. This Agreement and all disputes hereunder shall be governed by the laws of The Commonwealth of Massachusetts, without regard to any conflict of laws provisions that would apply a different law. User hereby consents to non-exclusive jurisdiction and venue in any federal or state court located within The Commonwealth of Massachusetts with respect to any suit, claim, or cause of action arising from or relating to the TrolMaster Property or this Agreement, and User shall not bring any such suit, claim, or cause of action except in a court located within The Commonwealth of Massachusetts.

6.4. Force Majeure. In no event shall TrolMaster be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outsideTrolMaster’s reasonable control, including due to Force Majeure. Force Majeure may include but is not limited to acts of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods), war, invasion, civil unrest, riot, strike, or acts or threats of terrorism.

6.5. Headings. Headings are provided for convenience only and shall not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific cases, the use of “include,” “includes” or “including” herein shall not be limiting and “or” shall not be exclusive.

6.6. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, and understandings, expressed or implied, between the Parties concerning such subject matter.

6.7. Amendments. This Agreement may only be amended by an express written instrument signed by both Parties.

6.8. Assignment; Waiver. Users may not assign or otherwise transfer this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, without the prior written consent of TrolMaster in its sole discretion. Any purported assignment or delegation without such consent shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns. No waiver of any breach of any provision herein shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision, and no waiver shall be binding unless made in an express writing signed by the waiving Party.

6.9. Severability. In the event that any provision of this Agreement is held to be void or unenforceable, the remainder of this Agreement shall continue in force, and the severed provision shall be replaced by an enforceable provision reflecting the intention of the Parties.

6.10. Notices. Any notices required or permitted herein shall be in writing and may be delivered to the addresses set forth in the preamble to this Agreement.

6.11. Counterparts. This Agreement may be executed in counterparts (which may be delivered in .pdf or other facsimile formats acceptable to both Parties), each of which shall be an original and both of which together shall constitute one agreement.