TRUCE SOFTWARE
Terms of Use
Revised: April 1, 2019
1. Introduction
Welcome to TRUCE Software. This website (“Site”) is owned, operated and provided to you (“You” or “Your”) by Cellcontrol, Inc. d/b/a TRUCE Software (“TRUCE”). Your use of the Site and the TRUCE resources located at the Site (including signing up to receive TRUCE’s newsletters, blog, and/or other communications, and submitting Your information to request a product demo), and our Services (as defined below) is governed by these Terms (“Terms”) and our Privacy Policy, available here (“Privacy Policy”) and which is incorporated herein by reference. If You do not wish to abide by these Terms (or to any disclaimers posted elsewhere on the Site) then You may not use this Site.
TRUCE provides to its customers the TRUCE system, including server software, software downloaded onto drivers’ cellphones, hardware (in certain cases), and services related thereto (“Services”). Customers are required to enter into a separate customer agreement. You may be one of several types of users: a casual visitor, someone who has created a user account to receive certain information from us, a current customer, or an employee/contractor of a current customer. The Terms apply to You as applicable to the type of user You are.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR THE SERVICES. IMPORTANT: THESE TERMS CONTAIN AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, AND ALSO CONTAIN A CLASS ACTION AND JURY TRIAL WAIVER. Please carefully review Sections 19-21 of these Terms for more information.
2. Changes to these Terms
TRUCE periodically updates the Site, and may at times remove features in order to improve Your ability to use the Site. Because TRUCE is constantly trying to improve its Services, these Terms may also need to change. TRUCE reserves the right to change these Terms at any time posting a revised version of these Terms here. Your use of the Site following the posting of a new version of these Terms constitutes Your acceptance of any such changes. Accordingly, when You visit this Site You should check to see if a new version of the Agreement has been posted. If You don’t agree with the new Terms, You are free to reject them; unfortunately, that means You will no longer be able to use the Services. If You use the Services in any way after a change to these Terms is effective, that means You agree to all of the changes.
3. Description of Resources
Through this Site TRUCE provides You with access to a variety of informational resources, including product and service plan information and, only if You are a current customer of the TRUCE system, the remote Management Console feature (collectively, “Resources”). The Resources, including any updates, enhancements, and new features are subject to these Terms.
4. Personal and Non-Commercial Use Limitation
The contents of this Site, including the Resources, our blog site (available here) text, images, graphics, artwork, applications, audio, and video (collectively referred to herein as “Materials”) are for Your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Materials or any information, software, products or features obtained from or contained in the Resources, or utilized in connection with the Resources.
5. Registration; Account Ownership and Security
The Site and the Service are intended for access and use by individuals who are at least 18 years old, and by agreeing to these Terms You represent (i) that You are at least 18 years old and reside in a state, region, or country in which our Services may legally be provided, (ii) You are the person whose name and other information have been provided for the account that You have or are creating, (iii) that You have not previously been suspended or removed from the Service, and (iv) that Your registration and Your use of the Site or Service is in compliance with any and all applicable laws and regulations.
If any areas of the Site or if any of the Resources require You to create an account with TRUCE, You must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of Your password and account. Furthermore, You are entirely responsible for any and all activities that occur under Your account. You authorize TRUCE to assume that any person using the Site with Your password and user name either is You or is authorized to act for You. You agree to notify TRUCE immediately of any unauthorized use of Your account or any other breach of security. TRUCE will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by TRUCE or a third party due to someone else using Your account or password. You may not use anyone else’s account at any time without the permission of the account holder.
6. Privacy
We will maintain and use Your Personal Information as defined in, and according to our Privacy Policy, and which may be modified from time to time in our discretion, which modifications are effective as of the date posted on our Website. Your continued access or use of the Website or purchase or use of our Services indicates that You agree with such modifications.
Use By Minors. Please note that TRUCE does not knowingly collect or solicit Personal Information from children under 18. If You under 18, please do not attempt to register for an account or use the Services or send any Personal Information about Yourself to TRUCE. If TRUCE learns it has collected Personal Information from a child under 18, TRUCE will delete that information as quickly as possible. If You believe that a child under 18 may have provided Personal Information to TRUCE, please contact TRUCE.
Please review TRUCE’s Privacy Policy. Customers who use the remote Management Console to set allowable and non-allowable communications for a device are instructing TRUCE to set particular policy on any devices registered to the customer account. Accordingly, by using the Remote Management Console feature, You are expressly consenting to TRUCE’s collection, use, and disclosure of the personally identifiable information (“Personal Information”) associated with the fulfillment of Your policy request, all in accordance with the customer agreement in place with Your company and the TRUCE Privacy Policy. Furthermore, when You purchase products or services from our Site, TRUCE may collect certain Personal Information, such as Your name, company name (if applicable), address information, cell phone type, make, and number, and cell phone service provider. Further, payment processing, which may be administered by third party providers, requires the input of certain Personal Information required for processing a payment; however, payment processing information is sent to third party payment processing provider and TRUCE does not collect, store, or see credit card numbers or similar financial information (other than receiving from the provider confirmation of Your payment so that TRUCE may credit the payment to Your account. Any Personal Information collected or stored by TRUCE will be used and/or disclosed in accordance with our Privacy Policy.
7. Cookies
Like most interactive websites, this Site uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our Site to enable the functionality of the area and ease of use for those people visiting. Some of our affiliate partners, if any, may also use cookies. The use of cookies is described in our Privacy Policy.
8. Intellectual Property
The Site and the Materials, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or is used with permission, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Other than as expressly provided herein, no right, title or interest in or to the Site or any Materials is granted to You, and all rights not expressly granted are reserved by us. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
TRUCE, the TRUCE logo, and other brands used on the Site are registered or common law trademarks of TRUCE Software or are used with permission. All other brands on this Site are the trademarks of their respective owners. Nothing in these Terms shall be construed as granting any license or right not expressly set forth herein. Any unauthorized use of the Service will terminate the permission or license granted herein and may violate applicable law.
You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except as follows. Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials. You may store files that are automatically cached by Your web browser for display enhancement purposes. You may print or download a reasonable number of pages of the Site (or any downloadable content offered in any of the Site pages) for Your own use and not for further reproduction, publication or distribution. You may not modify copies of any Materials, or delete or alter any copyright, trademark or other proprietary rights notices from copies of Materials.
Any feedback You provide at this Site shall be deemed to be non-confidential. TRUCE and its affiliates shall be free to use such information for any purpose on an unrestricted basis.
TRUCE shall own any improvements or modifications You suggest to the Site, the Materials, or TRUCE’s products or services, and You agree to and do hereby assign to TRUCE all Your right, title and interest in and to any modifications and improvements automatically upon creation and without the need for further action, consideration, or notice to affect such assignment.
9. No Unlawful or Prohibited Use
As a condition of Your use of the Site and Resources, You will not use the Site and Resources for any purpose that is unlawful or prohibited by these Terms. You may not use the Site or Resources in any manner that could damage, disable, overburden, or impair any TRUCE server, or the network(s) connected to any TRUCE server, or interfere with any other party’s use and enjoyment of the Site or any Resources. You may not attempt to gain unauthorized access to the Site or any Resources, other accounts, computer systems or networks connected to any TRUCE server or to any of the Resources, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Resources. Violations of any of the above, including intellectual property infringement and Site or service security issues, will be investigated by TRUCE and prosecuted to the fullest extent of the law, whether civil or criminal.
Redistribution or republication of any part of this Site or its content is prohibited, including such by framing or other similar or any other means, without the express, written consent of TRUCE. You may not create a link to any page of this Site without our prior, written consent. If You do create a link to a page of this Site, You do so at Your own risk and the exclusions and limitations set forth herein will apply to Your use of this Site by linking to it.
You agree to not engage, or permit others to have access to Your login credentials to engage, in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information or content.
You acknowledge that any violation of these Terms or any use of this Site or the Resources in a manner inconsistent with these Terms may cause TRUCE or its affiliates and licensors immeasurable damages for which an adequate remedy at law may not be available. TRUCE shall, therefore, be entitled to injunctive and other equitable relief for the breach or threatened breach of these Terms, without the requirement to post any security or bond. The rights and remedies under this paragraph shall be cumulative, and not in lieu of, any and all other rights of TRUCE.
10. Cooperation with Law Enforcement and Government Agencies; Required Disclosures
You acknowledge that TRUCE has the right to investigate and prosecute violations of these Terms, including intellectual property, publicity and privacy rights infringement and Website security issues, to the fullest extent of the law. TRUCE may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that TRUCE have s obligation to monitor Your access to or use of the Site, but TRUCE has the right to do so for the purpose of operating the Site, to ensure Your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental or regulatory body.
You understand and consent to TRUCE disclosing Your Personal Information (and any other information TRUCE possesses about You) if required to do so by law, court order, legal process, or subpoena, including to respond to any government or regulatory request (after, if permitted, giving reasonable notice to You and using commercially reasonable efforts to provide You with the opportunity to seek a protective order or the equivalent (at Your expense), or if TRUCE believes that such action is necessary to (a) conform to the law, comply with legal process served on TRUCE or its affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) to enforce these Terms (including for billing and collection purposes), take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of the Site; or, (c) to exercise or protect the rights, property, or the safety of TRUCE, its users, or others.
11. Links to Third-Party Websites
From time to time, TRUCE may post links to third party websites on this Site. TRUCE does not monitor or review the content of third party’s websites which may be linked from this Site. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by TRUCE, and TRUCE should not be regarded as the publisher of such opinions or material. TRUCE encourages its users to be aware when they leave the Site and to read the privacy policies of these Sites. You should evaluate the trustworthiness or any other site connection to this Site or accessed through this Site Yourself, before disclosing and Personal Information to them. TRUCE will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from Your disclosure to third parties of personal information.
12. Communications
By signing up to receive TRUCE’s newsletter, blog, or to request a demo, or by creating an account or giving TRUCE any contact information, You agree to and do hereby consent to receive mail and electronic communications (email, text/SMS, by telephone, or other means) from TRUCE and/or by posting communications on the Site (e.g., by posting notices on Your account profile page) concerning information and/or TRUCE’s Services (collectively, “Communications”). If You have an account, Communications may be those that TRUCE is required to send to You by law concerning TRUCE, Your account or information, the Site, or the Services (“Required Communications”). The Communications may also be those that TRUCE send to You for other reasons. You may change the email or mobile phone number on file for Your account by visiting Your account profile page or by contacting TRUCE. You may opt out of receiving all Communications, other than Required Communications, via email by sending a notice to TRUCE that identifies Your full name, user name and email address; however, You will not receive any further electronic notices from TRUCE (other than Required Communications), which notices may include important notices or announcements.
13. Indemnity
By utilizing the Site, You agree to indemnify, defend and hold TRUCE and its officers, directors, employees, agents, and affiliates harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by us through Your use of the Site or the Services in violation of these Terms (including, but not limited to, negligent or wrongful conduct, infringement of any third party’s intellectual property, confidentiality, privacy or publicity rights). TRUCE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with TRUCE’s defense of such claim. This section shall survive any termination of these Terms.
14. Termination
If You violate any of these Terms, Your permission to use the Resources enabled by the Site will automatically terminate, and TRUCE may end Your authorization to use the Site and/or the Resources. TRUCE may terminate Your authorization to use the Site or Resources at any time. TRUCE would likely terminate Your authorization if TRUCE reasonably believes that You have violated or acted inconsistently with the letter or spirit of these Terms, or violated TRUCE’s rights or those of a third party. The termination of Your authorization to use this Site shall not terminate any provisions which, by their nature, are intended to survive termination, including but not limited to provisions relating to indemnification, limitation of liability, and proprietary rights.
TRUCE reserves the right to stop providing access to the Site or the Resources to You at any time for any reason and without prior notice.
TRUCE reserves the right, in its sole discretion, to close Your account, without prior notice, for any one or all of the following: (i) if You or any of Your account contacts, whether intentional or unintentional, breaches any section of these Terms, any supplemental rules and guidelines, any of the terms and conditions of the respective service providers, or any of TRUCE’s rights; (ii) if TRUCE receives notice that You will be or are subject to insolvency proceedings; (iii) upon TRUCE’s receipt of any third party chargeback associated with any payment method tendered as payment on Your account; (iv) if TRUCE does not receive a written response from You within 48 hours of any notice sent to You by TRUCE’s abuse department; (v) if, in TRUCE’s judgment, Your use of the Service has the potential to pose any harm to TRUCE, any of its affiliates, partners, service providers or customers; (vi) if Your account becomes past due and is not paid within twenty days of becoming past due; (vii) if a hacked script or otherwise compromised website is discovered on TRUCE’s systems at the Service in use by You; (viii) if an unusual spike in resource usage is detected by TRUCE resulting in an account far outstripping the allotted resources; (ix) if You fail to cure any suspension of Your account or any individual Service, to TRUCE’s satisfaction, and within the time frame TRUCE specifies; or (x) if, where applicable and in TRUCE’s judgment, TRUCE has received too many complaints about Your posted content. In the event of any such closure of Your account, You will not be eligible for a refund of any fees and You may be prohibited from reopening Your account, opening a new account or accessing any existing account. You agree that TRUCE shall not be liable, in any way, for any closure pursuant to this section of these Terms.
Upon any closure of Your account: (i) these Terms and all rights granted under these Terms shall cease immediately (except those expressly surviving or which by their nature would survive); (ii) all access to the Service and Your account will cease immediately; (iii) You will be billed for, and TRUCE may automatically attempt to collect from Your payment method, any outstanding amount owed; and (iv) all of Your data and content You posted (where permitted) will (at TRUCE’s option) be deleted from TRUCE’s servers and backup systems and TRUCE may not have or keep backup of the data and content. You agree to hold us harmless from and against any and all claims, losses or damages arising from any closure of Your account. You are not permitted to access Your account or any of the Resources formerly associated with Your account following any closure.
15. Acknowledgements and Cautions
TRUCE SOFTWARE IS NOT A PARENTAL CONTROL OR CONTENT FILTER. TRUCE is not responsible for, nor has any control over, the content of any data, voice or internet communications sent or received on any particular device.
SAFE DRIVING IS YOUR RESPONSIBILITY. The TRUCE software and Service should not be viewed or considered as an assurance of personal safety. There are numerous manners in which a driver can be distracted that do not involve the use of cellular technology while driving. Furthermore, TRUCE cannot prohibit tampering or disabling of the device (except to communicate notice where TRUCE has actual notice that disabling or tampering has occurred). TRUCE shall have no liability for the negligence of its users while driving, nor shall TRUCE have any liability in failing to communicate instances where disabling has occurred, as there are a variety of factors beyond TRUCE’s control which could interfere with the electronic transmission or receipt of such notices. By using the TRUCE software or Service, You specifically agree to the release and hold harmless provisions of this paragraph, and other terms or limitations contained in these Terms.
16. Disclaimers
TRUCE intends for the information and data contained in the Site to be accurate and reliable, however, since the information and data have been compiled by TRUCE from a variety of sources, TRUCE does not represent or guarantee the truthfulness, accuracy, reliability, completeness or timeliness of contents on the Site.
THIS SITE IS PROVIDED BY TRUCE ON AN “AS IS” BASIS. TRUCE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE REMOTE MANAGEMENT CONSOLE FEATURE, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON THIS SITE, INCLUDING THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION PROVIDED ON THE SITE, OR OTHER SITES HYPERLINKED TO THE SITE, OR A USER’S RELIANCE ON OR USE OF ANY INFORMATION OR TOOLS PROVIDED ON OR THROUGH THE SITE, OR ANY FAILURE OF PERFORMANCE CAUSED BY OR ARISING OUT OF USE OF OR ACCESS TO ANY CONTENT OR INFORMATION CONTAINED IN THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUCE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING, OR COURSE OF PERFORMANCE OR USAGE OF TRADE.
FURTHER, TRUCE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE, INCLUDING, BUT NOT LIMITED TO, THE REMOTE MANAGEMENT CONSOLE FEATURE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
YOU (AND NOT TRUCE) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION. TRUCE ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE.
17. Limitation of Liability
YOU AGREE THAT NEITHER TRUCE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE, THE SITE CONTENT, THE MATERIALS, OR THE REMOTE MANAGEMENT CONSOLE OR WITH RESPECT TO THE INFORMATION, RESOURCES, CONTENT OR ADVERTISEMENTS CONTAINED ON OR OTHERWISE ACCESSED THROUGH THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRUCE KNOWS OF THE POSSIBILITY OF SUCH DAMAGE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT TRUCE IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR VOICE TRANSMISSION, OR ANY DAMAGES RESULTING FROM THE FAILURE TO RECEIVE NOTICES OR COMMUNICATIONS AS A RESULT OF THE ENABLED POLICIES ON YOUR DEVICE ENABLED WITH TRUCE’S FEATURES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATION OR EXCLUSION WILL NOT APPLY TO YOU. IN NO EVENT SHALL TRUCE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE) RELATED TO YOUR USE OF THE SITE EXCEED THE GREATER OF THE AMOUNT THAT YOU PAID TO US FOR PRODUCT OR SERVICE PURCHASE OFF THE SITE OR ONE HUNDRED DOLLARS (US$100).
BECAUSE SOME STATES, COUNTRIES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TRUCE’S LIABILITY, AND THAT OF ITS OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, ATTORNEYS, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
18. Unsolicited Idea Submission Policy
TRUCE or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when TRUCE’s advertisements, products or marketing strategies might seem similar to ideas submitted to TRUCE. If, despite our request that You not send us Your ideas and materials, You still send them, please understand that TRUCE makes no assurances that Your ideas and materials will be treated as confidential or proprietary and all such ideas and materials are the property of TRUCE its successors and/or assigns.
19. Disputes; Resolution
A. Time Limitation. Any claim or action against TRUCE must be brought within twelve (12) months of the cause arising.
B. Arbitration
i.) In the event of any dispute, claim, question or disagreement arising from or relating to these Terms or the breach thereof, the parties hereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in Lisle, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.
ii.) The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to these Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
iii.) The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.
iv.) Exceptions to Agreement to Arbitrate. You and TRUCE agree that TRUCE has the right to go directly to court to resolve disputes relating to Your or TRUCE’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents) or use thereof.
20. CLASS ACTION WAIVER
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor TRUCE will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Terms or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
21. WAIVER OF JURY TRIAL
Each party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action arising out of or relating to these terms or the transactions contemplated hereby.
22. Governing Law; Jurisdiction, Venue
These Terms will be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. You and TRUCE agree to submit to the exclusive jurisdiction and venue of the courts located within the state courts of DuPage County, Illinois and the federal courts in the Northern District of Illinois, for entering any arbitrator’s decision or award or for any other action permitted under these Terms. Notwithstanding this, TRUCE and You will still be allowed to seek in court injunctive remedies (or an equivalent type of urgent equitable relief) in any jurisdiction.
23. Location of Operation
The Site is operated in the United States of America, and TRUCE make no representation that content provided is applicable or appropriate for use in other locations. TRUCE makes no claims that the Site or any of its content is accessible or appropriate outside of the United States or Canada. Access to the Site may not be legal by certain persons or in certain countries. If You access the Site from outside the United States or Canada, You do so on Your own initiative and are responsible for compliance with local laws. Your use of the Site does not subject TRUCE to judicial process in or to the jurisdiction of courts or other tribunals in Your jurisdiction or location.
24. General Provisions
The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to these Terms or the parties’ relationship.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Any failure of TRUCE to insist upon strict performance of any provision of these Terms or the failure to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these Terms. No waiver of any of the provisions of these Terms shall be effective unless it is expressly stated to be such and signed by an authorized officer of TRUCE.
You are responsible for compliance with applicable local laws, keeping in mind that access to the Site content may not be legal by certain persons or in certain countries. These Terms of Use are personal to You. You may not transfer, assign or delegate this Terms of Use to anyone without the express written permission of TRUCE. Any attempt by You to assign, transfer or delegate these Terms without the express written permission of TRUCE shall be of no power or effect. The paragraph headings in these Terms are included to help make them easier to read and have no binding effect. These Terms (and the Privacy Policy) comprise the entire agreement between You and TRUCE with respect to the use of the Site and supersede all prior agreements between the parties regarding the subject matter contained herein.
25. Data Privacy Under GDPR
If You are a European citizen or resident of the European Economic Area (“EEA”), or other regions with laws governing data collection and use that may differ from the laws in the United States, please note that TRUCE may transfer Your information to a country or jurisdiction that does not have the same data protection laws as Your jurisdiction. TRUCE may do so to process Your information by personnel operating outside the EEA who work for TRUCE or for one of its service providers. All processing of Your Personal Information is performed in accordance with privacy rights and regulations, in particular, (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, known as the General Data Protection Regulation (“GDPR”). Please see our Privacy Policy for additional information on this topic.
26. Contact Us
You can contact TRUCE here or emailing us at [email protected].