Date of Last Revision: July 8, 2022
Acceptance of These Terms of Service
TrueParity Corp (“TrueParity,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at https://www.trueparity.com (the “Site”) and related technologies (collectively, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TRUEPARITY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. ******All such terms are hereby incorporated by reference into these Terms of Service.
Access and Use of the ServiceService Description: The Service is designed to provide a platform through which Homeowners (as defined below) can market and advertise listings for their real estate properties and Agents (as defined below) can bid to represent such Homeowners for such listings.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify TrueParity of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. TrueParity will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Service: TrueParity reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that TrueParity will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that TrueParity may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on TrueParity’s or its third-party service providers’ servers on your behalf. You agree that TrueParity has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that TrueParity reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that TrueParity reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Access and UseUser Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to TrueParity, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by TrueParity. TrueParity reserves the right to investigate and take appropriate legal action against anyone who, in TrueParity’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of TrueParity, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose TrueParity or its users to any harm or liability of any type;interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;violate any applicable local, state, national, or international law, or any regulations having the force of law;impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;solicit personal information from anyone under the age of 18;harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;further or promote any criminal activity or enterprise or provide instructional information about illegal activities;obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks;engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by TrueParity from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network);rent, lease, sell, trade or otherwise transfer your account or account credentials without our prior written consent;use the Service or any information thereon to contact or solicit Homeowners (as defined below) or Agents (as defined below) outside of the Service or to circumvent the Service.
Competitors: No employee, independent contractor, agent, or affiliate of any company that provides a service or platform for Homeowners to market listings and Agents to bid to represent such Homeowners for such listings is permitted to view, access, or use any portion of the Service without express written permission from TrueParity. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of TrueParity or any of its affiliates, or acting on behalf of a competitor of TrueParity in using or accessing the Service.
Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to TrueParity that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with TrueParity [or the Payment Processor (as defined below), as applicable,] of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay TrueParity the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If you dispute any charges you must let TrueParity know within sixty (60) days after the date that TrueParity charges you. We reserve the right to change TrueParity’s prices. If TrueParity does change prices, TrueParity will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at TrueParity’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on TrueParity’s net income.
Refunds: Payments made by you hereunder are final and non-refundable, unless otherwise determined by TrueParity.
Commercial Use: Unless otherwise expressly authorized herein or in the Service (e.g., if you are an agent seeking to represent Homeowners), you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, grant access to, resell, transfer, or otherwise use or exploit any portion of the Service for any commercial purpose.
Homeowner TermsCreating and Managing Your Listing: As a homeowner on the Service (“Homeowner”), you may use the tools provided on the Service to create and manage a listing on the Service (“Listing”) for your real estate property (“Your Property”). By creating a Listing for Your Property, you represent and warrant that (i) you are not represented by any agent or broker for Your Property and have no obligation to pay any agent or broker for the sale of Your Property, (ii) you have provided and will maintain your Listing with complete and accurate information about Your Property, including the address, photos, videos, and other relevant information and content, and (iii) you are the rightful owner of, and are ready, willing and have the right to sell Your Property. You acknowledge and agree that TrueParity has no liability for any Listing, including any information contained therein, and reserves the right to modify or remove any Listing at our sole discretion. We make no guarantees that by using the Service, you will sell or find an agent to sell Your Property.
Receiving Bids on Your Listing: Once you have published a Listing, you may receive bids on your Listing (“Bids”) by real estate agents on the Service (“Agents”) for the exclusive right to list and sell Your Property. You may accept or reject any Bid at your sole discretion. By accepting a Bid, you agree to proceed in good faith to enter into a Listing Agreement (as defined below) with the Agent whose Bid you accepted.
Accepting Bids on Your Listing: If you accept a Bid (the “Accepted Bid”), the Agent has five (5) days to inspect Your Property and to execute a listing agreement (“Listing Agreement”) with you. If you and the Agent do not sign a Listing Agreement within five (5) days of your acceptance of the Accepted Bid, you may revoke the Accepted Bid and accept another Bid on the Listing; provided that you were not responsible for such failure to execute a Listing Agreement. You understand that TrueParity will not be a party to any Listing Agreement between you and the Agent, is not affiliated with the Agent, and will not represent you in any real estate transactions or perform any real estate services on your behalf. You agree to execute any document reasonably requested by us to evidence your agreement with such Agent to represent you, including the terms thereof and you and such Agent’s entry into a Listing Agreement.
Service Fee: TrueParity charges a fee of ten percent (10%), or as otherwise provided on the Service (“Homeowner Service Fee”), of the amount that was bid by the Agent in the Accepted Bid (“Bid Amount”). Once you and the Agent of the Accepted Bid enter into a Listing Agreement, you will receive the Bid Amount minus the Homeowner Service Fee.
Exclusivity and Non-Circumvention: [During the period in which your Listing is active on the Service,] you grant TrueParity the exclusive right to market and advertise your Listing on the Service, and you further agree not to (i) market, advertise, or list Your Property outside of the Service, or (ii) solicit or engage any agent or broker to list or sell Your Property other than the Agent whose Bid you have accepted through the Service. You further agree not to (a) share your direct contact information with, or request direct contact information from, any Agent until you have entered into a Listing Agreement with the Agent, (b) use any information obtained on the Service to contact any Agent outside of the Service regarding Your Property, whether such property is or is not listed on the Service, (c) contact any Agent on the Service regarding Your Property that is not listed on the Service, or (d) engage in any activity that would circumvent the Service, including any of the foregoing restrictions. If an Agent engages or contacts you regarding any of the foregoing or otherwise in a manner that is in violation of these Terms, you agree to immediately report such communication and the Agent to us at [email protected].
Independence of Homeowners: Your relationship with TrueParity is that of an independent individual or entity and not that of an employee, agent, joint venturer, or partner of TrueParity.
Agent TermsCreating and Managing Your Profile: The Service provides tools that make it easy for agents to create and manage an agent profile on the Service (“Profile”). By creating a Profile, you represent and warrant that (i) you are an actively licensed real estate agent, (ii) have provided and will maintain your Profile with complete and accurate information about yourself, including your license information, and (iii) will comply with all applicable laws and regulations related to your use of the Service. You acknowledge and agree that TrueParity has no liability for any Profile, including any information contained therein, and reserves the right to modify or remove any Profile at our sole discretion. We make no guarantees that by using the Service, you will obtain a Listing to sell a Homeowner’s property.
Submitting Bids on Listing: As an Agent on the Service, you may submit Bids on Listings. You acknowledge and agree that Homeowners have the right to accept or reject your Bid at their sole discretion. By submitting a Bid, you agree to act in good faith to enter into a Listing Agreement (as defined below) if the Homeowner of the Listing accepts your Bid. If a Homeowner accepts your Bid, you will five (5) days to inspect the Homeowner’s property and to execute a Listing Agreement with the Homeowner. If a Listing Agreement is not executed between you and the Homeowner within five (5) days of the Homeowner’s acceptance of your Bid, the Homeowner may revoke your Bid and accept another Bid, unless the Homeowner is solely responsible for such failure to execute the Listing Agreement. You understand that TrueParity will not be a party to any Listing Agreement between you and the Homeowner. You agree to execute any document reasonably requested by us to evidence your agreement with such Homeowner to represent such Homeowner, including the terms thereof and you and such Homeowner’s entry into a Listing Agreement.
Service Fee: TrueParity charges a fee of ten percent (10%), or as otherwise provided on the Service (“Agent Service Fee”), of your listing agent commission as set forth in your Listing Agreement with the Homeowner upon the closing of a sale by you of the Homeowner’s property to which the Listing Agreement relates.
Non-Circumvention: In order to use the Service, you agree not to (i) share your direct contact information with, or request direct contact information from, any Homeowner until you have entered into a Listing Agreement with the Homeowner, (ii) use any information obtained on the Service to contact any Homeowner outside of the Service regarding any property of the Homeowner, whether such property is or is not listed on the Service, (iii) contact any Homeowner on the Service regarding property that is not listed on the Service, or (iv) engage in any activity that would circumvent the Service, including any of the foregoing restrictions. If a Homeowner engages or contacts you regarding any of the foregoing or otherwise in a manner that is in violation of these Terms, you agree to immediately report such communication and the Homeowner to us at [email protected].
Independence of Agents: Your relationship with TrueParity is that of an independent individual or entity and not that of an employee, agent, joint venturer, or partner of TrueParity.
SoftwareOwnership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of TrueParity, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by TrueParity.
Special Notice for International Use; Export Controls: TrueParity is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
Intellectual Property Rights
Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by TrueParity, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The TrueParity name and logos are trademarks and service marks of TrueParity (collectively the “TrueParity Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to TrueParity. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of TrueParity Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of TrueParity Trademarks will inure to our exclusive benefit.
Third-Party Material: Under no circumstances will TrueParity be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that TrueParity does not pre-screen content, but that TrueParity and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, TrueParity and its designees will have the right to remove any content that violates these Terms of Service or is deemed by TrueParity, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
Copyright Complaints: TrueParity respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify TrueParity of your infringement claim in accordance with the procedure set forth below.TrueParity will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to TrueParity’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at:TrueParity Corp,12975 Bluff Creek Dr.Los Angeles CA 90094(310) 220-0328.To be effective, the notification must be in writing and contain the following information:a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;your address, telephone number, and email address;a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; anda statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:your physical or electronic signature;identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; andyour name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the [Southern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.If a counter-notice is received by the Copyright Agent, TrueParity will send a copy of the counter-notice to the original complaining party informing them that TrueParity may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against TrueParity or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, TrueParity has adopted a policy of terminating, in appropriate circumstances and at TrueParity’s sole discretion, the accounts of users who are deemed to be repeat infringers. TrueParity may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
IndemnificationTo the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless TrueParity, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “TrueParity Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. TrueParity will provide notice to you of any such claim, suit, or proceeding. TrueParity reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting TrueParity’s defense of such matter. You may not settle or compromise any claim against the TrueParity Parties without TrueParity’s written consent.
Disclaimer of WarrantiesYOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TRUEPARITY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.THE TRUEPARITY PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of LiabilityYOU EXPRESSLY UNDERSTAND AND AGREE THAT THE TRUEPARITY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE TRUEPARITY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE TRUEPARITY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TRUEPARITY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to ArbitrateThis Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and TrueParity, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and TrueParity are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND TRUEPARITY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRUEPARITY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute ResolutionTrueParity is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to TrueParity should be sent to 12975 Bluff Creek Dr. Los Angeles CA 90094 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If TrueParity and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or TrueParity may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by TrueParity or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or TrueParity is entitled.
Arbitration ProceduresArbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.Unless TrueParity and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, TrueParity agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either TrueParity or you under the AAA Rules, TrueParity and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, TrueParity will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, TrueParity will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, TrueParity agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending TrueParity written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that TrueParity, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if TrueParity believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. TrueParity may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that TrueParity may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that TrueParity will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and TrueParity will have no liability or responsibility with respect thereto. TrueParity reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and TrueParity governing your access and use of the Service, and supersede any prior agreements between you and TrueParity with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and TrueParity submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California. The failure of TrueParity to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of TrueParity, but TrueParity may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. TrueParity will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond TrueParity’s reasonable control.
Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at [email protected]; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at TrueParity Corp, 12975 Bluff Creek Dr. Los Angeles CA 90094, (310) 220-0328.
U.S. Government Restricted Rights
The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).
Questions? Concerns? Suggestions?
****Please contact us at [email protected] or 12975 Bluff Creek Dr. Los Angeles CA 90094 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.