1. TroopWebHost ("TWH") is an Internet hosting service that includes software for managing information for an organized group (“Group”). TWH is operated by Web Host Services LLC (“Web Host Services,” "we" or
"us"), a Florida limited liability company.
2. You are entering into this Subscription Agreement (“Agreement”) on behalf of the Group named in your order or renewal of a TWH site. This Agreement is a legal contract between that Group (“Your Troop”) and
WebHost Services.
3. You represent that you have reached the age of maturity in your jurisdiction, and are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in
this Agreement. You represent that you have the authority to enter into this Agreement on behalf of Your Troop. You acknowledge that you have read, understand, and agree to be bound by this Agreement.
4. This Agreement shall remain in full force and effect unless and until your subscription is terminated or expires, as provided herein. You may terminate your subscription to TWH at any time by contacting us
at CustomerSupport@TroopWebHost.com or at the address set forth below. If you terminate your subscription, we will have no obligation to refund you any fees you may have paid except as may be required by
applicable law. Upon deactivating your subscription, this Agreement terminates (except for any provisions that survive expiration or termination of this Agreement) and you will no longer have a right to access
your Web Site. We will not have any obligation to assist you in migrating your data off of TWH and will not be obligated to keep any back-up of any of your Content (as defined below).
5. You agree that all the intellectual property rights in TWH are owned by Web Host Services or its licensors. During the term of this Agreement and your subscription hereunder, and subject to the terms and
conditions of this Agreement, we hereby grant you a limited, non-exclusive, non-sub-licensable, freely revocable license to access and use TWH. Aside from the foregoing limited license, you acknowledge that you
shall acquire no rights to TWH or to any other intellectual property or other proprietary rights of Web Host Services or any of its affiliates. Any rights not expressly granted herein, are reserved to Web Host
Services. You agree to abide by all copyright notices, information, or restrictions contained in any part of TWH. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices
contained on TWH.
6. Your subscription will be effective on the date your Web Site is purchased, and will remain in effect for one year, or until your subscription is terminated as provided herein. Your subscription may be
renewed by paying the annual subscription fee listed on the renewal page of your Web Site at the end of each subscription year. If you do not renew your subscription within 30 days following the end of your
subscription year, we may disable your access to your Web Site and delete all of your data. Delinquent amounts are also subject to interest of 1.0% per month on any outstanding balance, or the maximum
permitted by law, whichever is less, plus all attorneys’ fees and other costs and expenses of collection. You will continue to be charged for amounts owed hereunder during any period of payment delinquency.
Unless otherwise specified, the charges owed hereunder shall be deemed not to have included taxes. You will thus also be responsible for all sales, use, property, value added or similar taxes based on TWH or
other products or services provided hereunder. We reserve the right to bill you for such taxes, and you agree to pay to TWH (within thirty days) the full amount of such taxes and any interest or penalties
incurred due to your late payment or nonpayment of such taxes.
7. "Content" means any work of authorship, including text, data, photos, videos, images, files, and documents, that are added to your Web Site by Your Troop. You are solely responsible for Your Troop’s conduct
and Your Troop’s Content on TWH, and for making sure that you have all rights to your Content, including the intellectual property and other rights necessary for these materials to be available on your Web
Site.
8. The inclusion of Content on your Web Site does not imply our affiliation or endorsement of such Content. Because we do not control your Content, you agree that we are not responsible for any such Content,
including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Content. You agree that we have no obligation to monitor such Content. You are
solely responsible (and assume all liability and risk) for determining whether or not such Content is appropriate or acceptable to Your Troop.
9. The use of TWH for unlawful or harmful activities is not allowed. You agree not to authorize or encourage any third party to use TWH for unlawful or harmful activities. You also agree to immediately notify
us in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
10. TWH includes a feature where your Troop may add hyperlinks from your Web Site to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into TWH and the inclusion of any link on
a Group does not imply our endorsement of the linked site, their business practices (including their privacy policies) or any information therein. We expressly disclaim responsibility for the accuracy, quality,
legality, nature, availability or reliability of Third Party Sites linked to through TWH. Access and use of Third Party Sites, including the information, material, products, and services on Third Party Sites or
available through Third Party Sites, is solely at your own risk, and you agree to defend, indemnify, and hold TWH harmless from all Losses (as defined below) with respect to the same.
11. You agree not to (either directly or indirectly, including through an affiliate), nor will you allow any third party (whether or not for your benefit) to:
- Run, rent, lease, loan, or sell access to TWH;
- Decompile or reverse engineer or attempt to access the source code of the software or other technology underlying TWH;
- Access TWH to build a product using similar ideas, features, functions, interface or graphics of TWH;
- Access (or attempt to access) any service on TWH by any means other than as permitted in this Agreement;
- Access any of the web services on TWH by any means other than by using the TWH software’s HTML user interface;
- Access a database on TWH by any means other than by using the TWH software’s HTML user interface;
- Cause a breach of security to TWH or interfere with the proper working of TWH or prevent others from using TWH; or
- Delete the copyright and other proprietary rights notices on TWH.
12. TWH enables Groups to collect payments on-line, using third-party payment providers to process these payments. These payments are subject to the third-party payment provider’s terms of use, conditions, and
privacy policies. We are not responsible in any way for the actions or performance (or lack thereof) of any such third-party payment provider. TWH trademarks, logos, images, service marks, trade names and other
distinctive branding features used on TWH ("TWH Marks") are the trademarks of TWH and may not be used without permission. TWH is not granting you a license under any intellectual property right to the TWH
Marks. Other trademarks, logos, and trade names that may appear on TWH are the property of their respective owners.
13. You hereby represent and warrant to TWH that: (a) you will comply with all applicable national, state, local, and international laws and regulations in connection with your use of TWH; (b) you have the
right to grant to TWH the rights granted herein and you own or have all necessary rights, title and interest in and to Your Content; (c) Your Content does not and will not (i) infringe, violate or
misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or
(ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Content contains any viruses, Trojan horses, trap doors, back doors, Easter
eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with TWH, or intercept or expropriate any system data or personal information from TWH.
14. You may not misuse TWH by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You may not attempt to gain unauthorized access to TWH,
the server on which TWH is stored or any server, computer or database connected to TWH. You may not attack TWH via a denial-of-service attack or a distributed denial-of service attack. By breaching this
provision, you would commit a criminal offense and would be in material breach of this Agreement. In the event of such a breach, your right to use TWH will cease immediately.
15. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs,
data or other proprietary material due to your use of TWH or to your downloading of any material posted on it, or on any website linked to it.
16. We are committed to the protection of intellectual property rights of third parties. Accordingly, rights owners concerned because they have found Content on TWH for which they have not given permission
should contact us at:
CustomerSupport@TroopWebHost.com stating the following:
- Their contact details;
- The location of the Content on TWH;
- An explanation of why the Content should not be on TWH; and
- A statement that they are the rights owner or authorized to act for the rights owner.
17. The process for handling requests to remove non-permitted Content from TWH is as follows:
- We will contact those people submitting complaints as soon as reasonably possible;
- People submitting complaints will be asked to sign a form stating that they are the rights owner or their representative and why the Content should be removed.
- Where it is established that there is a copyright infringement, we will remove the notified Content from TWH as soon as reasonably possible.
18. TWH includes a feature where your TWH site can collect data from members of Your Troop. You acknowledge that we may receive requests from users or persons authorized to act on behalf of such users to modify
or delete personally identifiable information relating to such users on your Web Site. Accordingly, you agree that, within 24 hours of any email request by us, you will: (a) delete all data and other personally
identifiable information in your possession or control relating to a particular user as specified by us; and (b) confirm such deletion in email notice to us. We are not required to keep back-up copies of this
data once the data is deleted.
19. You acknowledge that we reserve the right (but are under no obligation) to remove, preserve, and disclose any information or Content on your Web Site as we deem necessary or appropriate to (a) satisfy any
applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security,
or technical issues, (d) respond to user support requests, (e) protect the rights, property, or safety of Web Host Services, its users, affiliates, principals, and the general public, or (f) investigate or
defend ourselves against third-party claims or allegations.
20. YOUR USE OF TWH IS AT YOUR SOLE RESPONSIBILITY AND RISK. TWH IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WEB HOST SERVICES AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS,
LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, OR NON-INFRINGEMENT. WEB HOST SERVICES AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND
AGENTS DISCLAIM ANY WARRANTY THAT TWH WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT TWH OR THE SERVER THAT MAKES TWH AVAILABLE IS FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND ACKNOWLEDGE THAT TWH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF
THE INTERNET AND ELECTRONIC COMMUNICATIONS. WEB HOST SERVICES IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH ISSUES OR PROBLEMS.
21. Any material downloaded or otherwise obtained through the use of TWH is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss
of data that results from the download of such material.
22. No advice or information, whether oral or written, obtained by you from us or our successors, affiliates, contractors, employees, suppliers, licensors, partners or agents, or through or from TWH shall
create any warranty not expressly stated in this Agreement.
23. You agree to indemnify, defend, and hold harmless Web Host Services, and its successors, subsidiaries, members, managers, principals, affiliates, co-branders, contractors, employees, all third-party
advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party or
other claim, demand, loss, damage, cost, or liability (including, reasonable legal fees) (collectively, “Losses”) arising out of or relating to:
- Your Web Site;
- Your use of any non-TWH code or third party applications;
- Your use or misuse of, or connection to, TWH;
- Your breach or alleged breach of this Agreement;
- Your violation of any rights (including intellectual property rights) of a third party;
- Your use or misuse of any user data;
- Your breach or alleged breach of any agreement or policy between you and other Users; or
- The operations or activities of Your Troop.
24. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You
agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
25. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ANY LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY YOU IN CONNECTION WITH TWH, THIS AGREEMENT, THE USE, INABILITY TO USE, OR
RESULTS OF THE USE OF TWH, ANY WEBSITES LINKED TO IT AND ANY MATERIALS POSTED ON IT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS OR GOODWILL, LOSS OF PROFITS OR
CONTRACTS, AND ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT SHALL WEB HOST SERVICES OR ITS PRINCIPALS, AGENTS, OR AFFILIATES BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE ANNUAL SUBSCRIPTION FEE PAID AND ACTUALLY RECEIVED BY WEB HOST SERVICES HEREUNDER
FOR THE SUBSCRIPTION YEAR THEN IN EFFECT. YOU ACKNOWLEDGE THAT WEB HOST SERVICES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR AGREED TO PROVIDE ACCESS TO TWH BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.
26. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers or
exclusions may not apply to you, and you may have additional rights. The exclusions of warranties, remedies or liability contained in this Agreement apply to you to the fullest extent such exclusions are
permitted under the laws of the jurisdiction in which you are located.
27. We reserve the right at any time to modify, suspend, or discontinue providing TWH or any part thereof with or without notice. We will not be liable to you or to any third party for any modification,
suspension or discontinuance of TWH.
28. We may amend, modify, change, add or remove portions of this Agreement at any time without notice to you by posting a revised version on TroopWebHost.com. The revised version will be effective at the time
we post it. Please check this Agreement periodically for changes. Your continued use of TWH after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on
August 6, 2016. To the extent that any modification to this Agreement is deemed invalid or ineffective, for any reason, the terms and conditions of this Agreement as in effect immediately prior to such
modification shall remain in effect and shall be controlling. Except as explicitly provided herein, this Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized
representatives of both parties hereto.
29. We have the right (at our sole discretion) for any reason to delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of TWH with or without
notice, and with no liability of any kind to you.
30. Additionally, when a breach of this Agreement has occurred, we may take the following actions:
- Warn you and request you to remedy the breach; and
- In case of failure to remedy the breach and after warning you, withdraw your right to use TWH and remove any Content.
31. This Agreement shall be governed by the laws of the state of Florida in the United States of America. You agree that any claims arising out of or in connection with this Agreement shall be submitted to the
exclusive jurisdiction of the United States District Court of the Middle District of Florida or the State Courts located in Sarasota County, Florida.
32. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or
an employee-employer relationship. You agree that we have no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on
behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
33. Except as expressly set forth herein, any entity which is not expressly a party to this Agreement has no right to enforce any term of this Agreement.
34. The failure of Web Host Services to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a
court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this
Agreement remain in full force and effect.
35. You may not delegate your duties under this Agreement or assign this Agreement or your Web Site, in whole or in part. A sale or transfer of a controlling portion of your equity securities (including by
merger) will be deemed an assignment prohibited hereunder. Any assignment or transfer in violation of the restrictions set forth herein will be null and void, and will be a material breach and grounds for
immediate termination of this Agreement. We may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law),
consolidation, reorganization, or sale of all or substantially all of our related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.
36. This Agreement constitutes the entire agreement between you and Web Host Services and governs your use of TWH, superseding any prior agreements (whether written or oral) between you and Web Host Services
regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement. If any provision of this Agreement is
held to be invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on
the parties. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
37. You acknowledge that we may terminate your TWH subscription and remove your Content, as well as disable your access to TWH, in accordance with the terms of this Agreement.
38. We may provide you with notices, including those regarding changes to this Agreement or any of TWH's terms and conditions, by email, regular mail, or postings on we have been previously notified that the
email address is invalid. Notices not pertaining to any amendments to this Agreement such as notices relating to technical changes to TWH are deemed given two (2) days following the initial posting.
39. You may contact us in the following ways:
Email: CustomerSupport@TroopWebHost.com
Mail:
Web Host Services LLC
P.O. Box 882
Sarasota, FL 34230-0882
