Trufl reserves the right, in its sole discretion, to change, modify or otherwise amend the terms and conditions of this Agreement and any other documents incorporated by reference herein (“Amended Terms”) at any time. If the Amended Terms affect your rights, duties and obligations under this Agreement, we will provide reasonable advance notice before the Amended Terms become effective. You agree that we may notify you of the Amended Terms by posting them on the Website or communicating the amendments through any method of written contact that Trufl has established with you, and that your use of the Properties after the effective date of the Amended Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Amended Terms. Therefore, you should review this Agreement, any other documents incorporated by reference and any Amended Terms before using the Properties. The Amended Terms will be effective as of the date specified in the Amended Terms, and will apply to your use of the Properties from that point forward. This Agreement will govern any disputes arising before the effective date of the Amended Terms. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement.
B. No Use by Minors
You must be at least 18 years of age to use the Properties. By using the Properties, you hereby affirm that you are 18 years of age or older.
C. Use of the Properties
Trufl hereby grants you a non-exclusive, revocable license to use the products and services made available on, by or through the Properties, which include or may include, without limitation, Trufl user registration, features such as message boards, and involvement in live or online events, as well as any content or information provided on, by or through the Properties, including, but not limited to, data, text, graphics, designs, logos, images, audio/visual materials, links and references (collectively, the “Information”), for personal use only and not for any for-profit or commercial activities or purpose or for resale, except as expressly permitted by Trufl in writing. Without the prior written consent of Trufl, no Information or any other Trufl materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed or commercially exploited in any way, except as expressly permitted herein.
Trufl permits you to view and print a reasonable number of copies of web pages located on the Website for your own personal use, but not for any for-profit or commercial purpose or for resale; provided that (a) you retain all trademark, copyright and other proprietary notices contained in the original materials, (b) you provide attribution to Trufl, (c) the material is printed in its entirety without modification, reformatting or adaptation of any kind, and (d) any copies are subject to the terms and conditions of this Agreement and remain the property of Trufl. You understand and agree that you may not authorize any Information to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any third party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of the Information. You agree to advise Trufl promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of Trufl or others.
You do not have to register with Trufl to simply visit and view the Properties, but in order to access and use certain features of the Properties, you must create a password-protected account (“Account”). Please note that, even if you do not create an Account, you are still subject to all of the terms and conditions of this Agreement. As applicable, the term “Account” also may refer to a Restaurant User Account as defined below.
In order to create an Account, you must be, and you hereby warrant and represent that you are, at least 18 years of age and be able to form legally binding contracts under applicable law. If you use any of the Properties or create an Account on behalf of a business, you represent and warrant that you have the authority and full power to bind that business and your acceptance of this Agreement will be deemed an acceptance by that business and “you” and “your” herein shall refer to that business.
Subject to this Agreement, Users may use the Properties for personal use, and restaurant owners and operators (“Restaurant Users”) may create a “Restaurant User Account” in order to use the Properties to use Trufl’s seating waitlist service and instant booking services, subject to the terms of and conditions of the Trufl Restaurant User’s Agreement. By creating an Account with Trufl, you agree to (a) provide accurate, current and complete information about yourself as prompted (including, but not limited to, your name and email address), and (b) maintain and update your information to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your Account and your use of the Properties.
E. Restaurant User Accounts
Restaurant Users are subject to all of the terms and conditions of this Agreement, including the Restaurant User’s Agreement, whether or not they create a Restaurant User Account.The Restaurant User’s Agreement (and all agreements incorporated therein) arehereby incorporated into this Agreement by reference. All Restaurant User features are subject to discontinuance or change at any time upon notice as set forth in this Agreement. No agency, partnership, joint venture or employment is created as a result of this Agreement or your use of any part of the Properties as a Restaurant User.
Trufl reserves the right to terminate the services and/or your Account at any time, at its sole and absolute discretion. If Trufl elects to terminate your Account or any services, Trufl will be liable only for paying amount that you are owed as a Restaurant User under this Agreement through the date of termination.
As a Restaurant User, you agree that you will not, directly or indirectly: (a) disclose or convey any Trufl Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement); (b) use any Trufl Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Trufl's privacy policies or applicable Law; or (c) disparage Trufl, its affiliates, or any of their or our respective products or services. The term “Trufl Transaction Information” means, collectively, information relating to customer orders, bookings, and any other data or information acquired by you from any of the Properties, Trufl or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder. All such restrictions on the use of Trufl Transaction Information shall survive expiration or termination of this Agreement.
Trufl reserves the right to display (on the profile) your first and last name or your company’s name if you add your Google+, Facebook, Twitter, Instagram or any other social media information into your Trufl account.
H. Third-Party Links
I. Products and Services Offered by Restaurant Users and Others
Trufl provides Users a waiting list service for restaurants operated by Restaurant Users (“Restaurants”). Trufl also offers Users the opportunity to be instantly seated at participating restaurants by allowing Users to bid on tables (“Bids”). In order to place Bids, you must have a credit card on file with Trufl. All Bids are prepayments for food and drinks served at the restaurant and do not include payment for tips or any applicable sales or other taxes. Tips and applicable taxes are payable at the restaurant. A temporary charge will be applied to your credit card on file with Trufl when you place a Bid on a table. If your Bid is the highest Bid for a particular table at a restaurant and you are seated at the table, the temporary charge will become a permanent charge to your credit card. All purchases of food and drink to which Bids are applied are made by you through the Properties directly from the Restaurant User as a direct sale and purchase between you and the applicable Restaurant User. For such sales, the applicable Properties function solely as a neutral venue and digital clearinghouse where Users and Restaurant Users, and Users and Third-Party Sites, may connect for such transactions.
Bids will be remitted to the Restaurant Users, and the Restaurant Users will be solely responsible for providing the items purchased at the restaurant and issuing refunds, completely in the Restaurant User’s sole discretion. Sales or other taxes may be applicable on purchases of food and drinks in certain states, counties and/or municipalities. These taxes will be charged by the Restaurant User at the Restaurant. To the extent the applicable state, county or municipality charges a sales or other tax, Restaurant Users are liable for charging Users for such taxes and forwarding such payments to the state, county and/or municipal agency.
All Restaurant Users are independent contractors. Trufl is not a party to the actual transaction between or among Users who purchase food and drinks from the Restaurant User at the restaurant at which Bids paid for on the Properties are credited. We have no control over the quality, accuracy, safety or legality of the food and drinks provided at the restaurants by the Restaurant Users, and we are not responsible for the actions or inactions of Users and/orRestaurant Users. Users acknowledge and understand that Trufl does not issue any refund of Bids once the User is seated at the restaurant.
K. Incurred Fees
To the extent fees are not currently being charged, Trufl reserves the right, in its sole discretion, to charge a fee to Users and/or Restaurant Users for certain Trufl products and/or services in the future. Changes to the fee policy are effective once Trufl has posted the changes on the Properties.
If applicable, you agree to pay all fees for which you are accountable and that are charged to your Account based on Trufl’s fees, charges and billing terms then in effect (“Fees”). All Fees incurred will be billed to your payment method designated at the time you make a purchase or register for a fee-based product or service. If you do not pay on time or if Trufl cannot charge the billing method on file, for any reason, Trufl reserves the right, at its sole discretion, to either suspend or terminate your access to the Properties and/or terminate your Account. You are expressly agreeing that Trufl is permitted to bill you for the applicable Fees. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Trufl may charge unpaid Fees to your payment method on file or otherwise bill you for unpaid Fees.
L. Use of Submitted Content
1. NO CONFIDENTIALITY
As part of your use of the Properties, you may participate in features offered by Trufl such as message boards, activities, communications, live or online events and/or other public forums. Your participation is voluntary; however, by choosing to attend live or online events, post photos or comments, ask or answer questions, send any messages, submit any ideas or feedback, or otherwise participate in any Trufl forum, or submit any postings, messages, questions, text, articles, photos, audio/visual works, information, feedback, ratings, Reviews (as defined below), material or information regarding or related to services that Restaurant Users market or offer for sale on the Properties or content provided by you (collectively, “Submitted Content”), you understand that whether or not such Submitted Content is published, Trufl does not guarantee any confidentiality with respect to any Submitted Content.
By providing Submitted Content, you agree to permit any Submitted Content to be searchable, viewed, and used by Users (including Restaurant Users), and further agree that you are providing such Submitted Content on a non-proprietary and non-confidential basis. You hereby agree that Trufl has the right to use or disseminate such Submitted Content on an unrestricted basis on and through the Properties.
2. YOUR REPRESENTATIONS AND WARRANTIES
You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing your Submitted Content on or through any of the Properties. With respect to your Submitted Content, you affirm, represent and warrant that: (a) you own or have the necessary licenses, right, consents and permissions to use and authorize Trufl to use all copyright, patent, trademark, trade secret and/or other proprietary right in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in any manner authorized by this Agreement, and such use of Submitted Content will not infringe on the rights of any third party; and (b) you have the written consent, release, license and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Properties and this Agreement. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you on or through the Properties.
If you identify yourself by name or provide a picture, image, graphical representation, or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sub-licensees, without compensation to you or others, to reproduce, print, publish, and disseminate in any format or media (whether now known or hereafter created) your name, voice, and likeness throughout the world, and such permission will be perpetual and cannot be revoked for any reason.
You further agree that we may use the Submitted Content in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Submitted Content for any reason, and to refuse to post or remove any Submitted Content submitted by you or others. We cannot and do not guarantee that we will post all Submitted Content or that Submitted Content will not be offensive, defamatory or objectionable. Although we reserve the right to remove without notice any Submitted Content for any reason, Trufl has no obligation to monitor or delete any Submitted Content, including that which you may personally find objectionable or offensive. Trufl does not control in real time the Submitted Content posted via any of the Properties and as such, does not guarantee the accuracy, integrity or quality of Submitted Content. In addition to other disclaimers found in this Agreement, Trufl does not endorse or make any warranties or representations with respect to the accuracy, completeness or timeliness of any Submitted Content posted on the Properties.
3. YOUR OWNERSHIP RIGHTS AND LICENSE TO TRUFL
You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Trufl for posting on the Properties, you hereby grant, and you represent and warrant that you have the right to grant, to Trufl a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to link to, use, copy, reproduce, distribute, reformat, translate, prepare derivative works of, display, monetize, and perform the Submitted Content in connection with the Properties and Trufl’s (and its successor’s) business operations, including, without limitation, for the promotion and redistribution of any part or all of the Properties, and any derivative works thereof, in any media formats and media channels, now known or hereafter discovered, and throughout the world. You also hereby grant each User a royalty-free, non-exclusive license to access your Submitted Content through the Properties, and to use, reproduce, distribute, prepare derivative works of, display, and perform such Submitted Content as permitted through the functionality of the Properties and under this Agreement. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Properties.
You acknowledge and understand that the technical processing and transmission of the Properties, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4. TRUFL’S DISCLAIMERS AND RIGHT TO REMOVE
Trufl does not endorse any Submitted Content or any opinion, recommendation or advice expressed therein, and Trufl hereby expressly disclaims any and all liability in connection with all Submitted Content (including Reviews). Trufl does not permit copyright infringing activities and infringement of intellectual property rights on any of the Properties, and Trufl will remove any Information or Submitted Content if properly notified, pursuant to the DMCA Process described in Claims of Copyright of Trademark Infringement below, that such information or Submitted Content infringes on another’s intellectual property rights. Trufl reserves the right, for any or no reason, to remove any information or Submitted Content from the Properties without prior notice. Trufl will terminate a User’s Account and access to the Properties, if he, she or it is determined to be a repeat infringer. A repeat infringer is a User or Restaurant User who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Properties more than twice. Trufl also reserves the right, in its sole and absolute discretion, to decide whether any information or Submitted Content is appropriate and complies with this Agreement for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material or excessive length. Trufl may, at its sole discretion and without notice, remove Submitted Content and/or terminate an Account or access for uploading such material in violation of this Agreement.
You acknowledge and understand that when using the Properties, you will be exposed to Submitted Content from a variety of sources, and that Trufl is not responsible for the accuracy, usefulness, safety or infringement of intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Trufl with respect to such Submitted Content, and agree to indemnify and hold Trufl, its owners, Users, managers, operators, directors, officers, agents, affiliates, successors, assigns and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Properties.
You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content that you publish or display on or through the Properties or transmit to other Users. You understand and agree that Trufl may, at any time, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal or that might violate the rights, harm or threaten the safety of Users.
If you send, transmit or communicate any comments, questions, suggestions, information or materials to Trufl, whether by letter, email, telephone, online contact form or otherwise (collectively, the “Suggestions”), recommending changes or improvements to the Properties, including, without limitation, new designs, features, functionality, products, and/or services, all the Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign to Trufl all right, title, and interest in and to: (a) the Suggestions, and Trufl is free to use Suggestions, without any attribution or compensation to you or any third party, and (b) any ideas, know-how, concepts, techniques or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable or fixed in a tangible medium, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions. If, and to the extent, such an assignment is not enforceable, you hereby grant Trufl an royalty-free, exclusive, freely-assignable license to use the Suggestions and any ideas, know-how, concepts, techniques or other intellectual property and proprietary rights contained in the Suggestions throughout the world, in any and all media whether now known or hereafter developed. You understand and agree that Trufl is not obligated to use the Suggestions, and you have no right to compel such use and no right to compensation for such use.
Trufl may enable you to post ratings or reviews of Restaurant Users and/or their services on the Properties (your “Review” or “Reviews”). Reviews are considered Submitted Content. Reviews are solely the opinions of Users who post them and none of the Reviews contain or reflect any opinions or views of Trufl.
You may not post any Reviews about a Restaurant User, a Restaurant or any food, drinks or services provided therein if you are (a) an employee, contractor, employer, officer or director of the Restaurant User; (b) an employee, contractor, employer, officer or director of a competitor of the Restaurant User; or (c) related to the Restaurant in any way, including by blood, adoption or marriage. By posting a Review, you acknowledge and agree that such content:
is based upon your first-hand experience with the Restaurant User, the products or services that are the subject of the Review;
is accurate, truthful, and complete.
You may report inappropriate Reviews via email at firstname.lastname@example.org. In the event of a dispute between or among Users and/or Restaurant User regarding Reviews, Trufl reserves the right to make the final decision, including, in its sole and absolute discretion, to remove a review or take any action it deems reasonable or necessary, without incurring any liability.
Nothing in this Agreement shall require Trufl to actively monitor or remove any Reviews or any other Submitted Content posted by Users.
7. LIMITATIONS AND RESTRICTIONS ON SUBMITTED CONTENT
You shall not upload, post, transmit, transfer, disseminate, distribute or facilitate the distribution of any Submitted Content that:
misrepresents the substance of the Submitted Content;
is protected by copyright, trademark, patent, trade secret or subject to other third party intellectual property or proprietary rights, unless you have permission from the owner of such rights to post it and permission to grant all the rights contemplated herein;
is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;
is intended to threaten, stalk, defame, defraud, degrade, victimize or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion; or to incite or encourage anyone else to do so;
intends to harm or disrupt another User’s computer or would allow others to illegally access software or bypass security on websites or servers;
advertises, solicits or promotes a business in any way other than expressly permitted by this Agreement or otherwise permitted by Trufl in writing;
contains or could be considered “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate marketing” or unsolicited commercial advertisement;
contains advertising for Ponzi schemes, discount cards, credit counseling, online surveys or online contests;
distributes or contains viruses, Trojan horses, malware or any other technologies that may harm the interests or property of Trufl or Users;
contains links to services or websites, except as permitted under this Agreement.
Subject to the provisions regarding disputes between or among Users and/or Restaurant Users in connection with Reviews, your interactions with individuals organizations and/or Third-Party Sites found on or through the Properties, including payment of and delivery or performance of any services, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any transaction with any third party, including, without limitation, Restaurant Users.
You understand that deciding whether to use the services of a Restaurant User or use information, including information contained in any Submitted Content, is your personal decision for which you alone are responsible. You understand that Trufl does not and cannot make representations as to the suitability of any individual or entity with which you may decide to interact on or through the Properties and/or the accuracy or suitability of any advice, information or recommendations made by any individual or entity.
NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT TRUFL SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN OR AMONG ANY USERS, ANY RESTAURANT USERS AND/OR ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT TRUFL SHALL NOT BECOME INVOLVED IN SUCH DISPUTE. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE USERS, RESTAURANT USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE TRUFL, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, ASSIGNS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR ANY OF THE PROPERTIES OR ANY SERVICE PROVIDED THEREUNDER.
N. Acceptable Use Policy
You agree not to use the Information or the Propertiesto take any action or actions that:
are contrary or harmful to Trufl’s (or its affiliates’, agents’ or partners’) public image, goodwill, reputation, interests or property;
infringe on Trufl’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
express or imply that any of your statements, activities or causes are endorsed by Trufl, without Trufl’s prior written consent in each instance;
violate any applicable law, statute ordinance or regulation or encourage any conduct that could constitute a criminal offense or give rise to civil liability;
are libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene;
transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
restrict or inhibit any other User from using any of the Properties, including, without limitation, by means of “hacking” or defacing any portion of the Properties;
modify, adapt, sub-license, translate, sell, monetize, reverse engineer, decompile or disassemble any portion of the Properties or Information;
remove any copyright, trademark or other proprietary rights notices contained in or on the Information or the Properties;
sublicense, sell, rent, lease, transfer, assign or convey any rights under this Agreement to any third party or otherwise commercially exploit or profit from the Information or content of the Properties or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
“frame” or “mirror” any part of the Properties without our prior written authorization;
distribute any virus, worm or other similar or deleterious files, scripts or programming routines;
interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of Trufl or its licensors or suppliers;
involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes or other deceptive or unsolicited bulk or commercial email or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003);
use any robot, spider, scraper, site search/retrieval application or other manual or automatic device or process to retrieve, scrape, crawl, download, index, “data mine” any of the Properties or in any way reproduce or circumvent the navigational structure or presentation of the Properties or its contents, authentication and security measures;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;
execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between Trufl’s servers or any data not intended for you;
harvest or collect information about any of the Users without their express consent;
You will not run Maillist, Listserv, any form of auto-responder on any of the Properties or any processes that run or are activated while you are not logged on; and/or
use any of the Properties to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including that which is deemed threatening or obscene or engage in any kind of illegal activity is expressly prohibited.
Improper use of the Information and the Properties may result in termination of your access to and use of the Properties, and/or civil or criminal liabilities.
O. Trufl Intellectual Property
The Properties are owned and operated by Trufl and its licensors and the Information (and any intellectual property and other rights relating thereto) are and will remain the property of Trufl and its licensors and suppliers. The Information is protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sublicense, sell, reverse engineer, decompile or disassemble any part of the Properties or Information without Trufl’s prior written permission. The Information and the Properties may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by Trufl or, if so indicated in writing by Trufl, its licensors or suppliers. Use of the Properties or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Properties or Information.
The trademarks, logos, and service marks displayed on the Properties (collectively, the “Trademarks”) are the registered and unregistered trademarks of Trufl, Trufl’s licensors and suppliers, and/or others. Nothing contained in this Agreement or any of the Properties should be construed as granting, by implication, estoppel or otherwise, any license, right to use or any other rights in any Trademark(s) without the express written permission of Trufl, Trufl licensors or suppliers or the third-party owner of any such Trademark. You agree that such Trademarks are protected by U.S. and international copyright, patent and trademark laws, and various other intellectual property and unfair competition laws. You must abide by all copyright notices, information and restrictions contained in any Trademarks accessed through the Properties.
P. Users that Dissolve due to Breakups or Other Extenuating Circumstances
If a User, including those Users that are Restaurant Users, is an entity or consists of more than one person or groups of persons, and such entity dissolves or such persons dissociate from the User or Restaurant User, then Trufl reserves the right to determine which person, if any, may maintain such User’s Account. Generally, in the event a User consists of two persons or more, each person will have to re-register for a brand-new User Account. In the event of a dissociation of more than two persons, a vote of the majority of the persons generally will decide who maintains the User Account.
Q. Term and Termination
This Agreement is effective from the date that you first access or use any of the Properties or submit any information to Trufl, whichever is earlier, and will remain effective until terminated in accordance with its terms. Trufl may immediately terminate this Agreement, your access to and use of the Properties or any portion thereof, and/or your Account, at any time and for any reason, with or without cause, without prior notice. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Properties will immediately cease, and you must delete your Account and destroy all copies of information that you have obtained from the Properties, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all Trufl rights of ownership will survive any termination. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of any of the Properties or any part of portion thereof. Nothing in this Agreement will be construed to obligate Trufl to maintain and support each of the Properties or any part or portion thereof, during the term of this Agreement.
You hereby acknowledge and agree that Trufl, in its sole and absolute discretion, has the right to delete, terminate or deactivate your Account, block your email or IP address, cancel any of the Properties or otherwise terminate your access to or participation in the use of the Properties (or any part thereof) or remove and discard any Submitted Content on the Properties. You may also cancel your use of the Properties and/or terminate your Account by accessing your Account through the Properties and following the process therein.
Upon termination of your Account, your right to use or participate in the Properties, including, but not limited to, your right to purchase products or services and your right to market or provide products and/or services shall automatically terminate. Notwithstanding the foregoing, residual data may remain in the Trufl systems and servers.
If you provided a valid email address during registration, Trufl may attempt to notify you by email of any such termination or cancellation, which shall be effective immediately.
R. Claims of Copyright or Trademark Infringement
We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Processwhich is hereby incorporated into this Agreement by reference. Our designated agent for notice of alleged copyright infringement on the Properties is:
c/o Encore Law Group LLP
S. Warranty Disclaimers
YOU AGREE THAT YOUR USE OF THE PROPERTIES SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TRUFL AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS OR GUARANTEES IN CONNECTION WITH THE PROPERTIES, THE SERVICES OFFERED ON OR THROUGH THE PROPERTIES, ANY DATA, INFORMATION, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, DATA, INFORMATION, AND SUBMITTED CONTENT OF USERS, RESTAURANT USERS OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROPERTIES, THE SERVICES OFFERED ON OR THROUGH THE PROPERTIES, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PROPERTIES, INCLUDING PROGRAMS FOR RESTAURANT USERS IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHEREIS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TRUFL DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE PROPERTIES OR CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PROPERTIES BY ANY THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS), ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PROPERTIES, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE PROPERTIES OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE PROPERTIES. TRUFL DOES NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS) THROUGH THE PROPERTIES OR ANY THIRD-PARTY SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. TRUFL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING USERS RESTAURANT USERS OR OTHER THIRD PARTIES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
T. Limitation of Liability
1. LIMITATION OF LIABILITY
IN NO EVENT SHALL TRUFL OR ITS RESPECTIVE OFFICERS, MANAGERS, USERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, DAMAGE TO GOODWILL, LOSS OF REVENUE, LOST SAVINGS OR LOSS OF DATA OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE PROPERTIES OR ANY PRODUCTS OR SERVICES OFFERED BY ANY THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS) VIA THE PROPERTIES, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE PROPERTIES, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA ANY OF THE PROPERTIES IS IN EFFECT; (II) ERRORS, MISTAKES OR INACCURACIES OF DATA, TRADEMARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE PROPERTIES OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PROPERTIES BY ANY THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS); (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PROPERTIES; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE PROPERTIES OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS; (VIII) ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS); OR (IX) ANY USE OF ANY DATA, TRADEMARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF TH THE PROPERTIES OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED or OTHERWISE MADE AVAILABLE ON OR THROUGH THE PROPERTIES, AND THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT TRUFL SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE or ILLEGAL CONDUCT OF ANY THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS) AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT TRUFL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE or CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN OR AMONG USERS AND/OR RESTAURANT USERS AND/OR OTHER THIRD PARTIES ENTERED INTO INDEPENDENTLY OF THE PROPERTIES.
2. FORCE MAJEURE
Neither Trufl nor you shall be liable to the other for any delay or failure in performance under this Agreement, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies or national disasters.
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER TRUFL NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE PROPERTIES (OR USE OF THE PROPERTIES), INFORMATION, PRODUCTS AND/OR ANY THIRD-PARTY SITE, SERVICE OR APPLICATION, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THE PROPERTIES, THE INFORMATION, PRODUCTS OR ANY THIRD-PARTY SITE, SERVICE OR APPLICATION IS TO STOP USING THE PROPERTIES, PRODUCTS OR THIRD-PARTY SITE, SERVICE OR APPLICATION, AS APPLICABLE. NEITHER TRUFL NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF (1) ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON ANY OF THE PROPERTIES BY THIRD PARTIES (INCLUDING USERS AND RESTAURANT USERS) OR (2) YOUR HIRING OR ENGAGEMENT OF OR ASSOCIATION WITH, ANY THIRD PARTY (INCLUDING USERS AND RESTAURANT USERS) WHO ADVERTISES OR OFFERS PRODUCTS THROUGH THE PROPERTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.
3. LIMITATION OF REMEDIES
TO THE EXTENT ANY LIABILITY CAN BE IMPOSED ON US, THEN OUR AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF OURS WILL NEVER EXCEED ONE HUNDRED U.S. DOLLARS AND NO CENTS ($100.00). REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE PROVIDED FOR HEREIN.
4. CLASS ACTION WAIVER
WHERE PERMITTED UNDER APPLICABLE LAW OR UNDER THIS AGREEMENT, YOU AND TRUFL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION. UNLESS BOTH YOU AND TRUFL AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.
5. WAIVER OF JURY TRIAL
EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY AGREEMENT INCORPORATED BY REFERENCE OR ANY TRANSACTION RELATING TO ITS SUBJECT MATTER.
U. Indemnification and Release
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR RESTAURANT USERS, YOU FOREVER RELEASE TRUFL, AND ITS LICENSORS, SUPPLIERS, AGENTS, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PROPERTIES, INFORMATION, AND CONTENT OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SERVICE MARKETED OR PROVIDED ON OR THROUGH THE PROPERTIES.
If you are a California resident, you waive California Civil Code Section 1542, which states the following: “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.” If you are not a California resident, you waive your rights under any statute similar to California Civil Code Section 1542 that governs your rights in the jurisdiction of your residence.
V. Jurisdictional Issues
Trufl makes no representation that the Properties operate (or is legally permitted to operate) in all geographic areas or that the Information or the Properties are appropriate or available for use in all locations. Accessing the Properties from territories where the Properties or any portion thereof, is illegal is expressly prohibited. If you choose to access the Properties, you agree and acknowledge that you do so upon your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws. The Properties are intended to be used only by Users and Restaurant Users located in the United States.
W. Notice for California Users
Under California Civil Code Section 1789.3, California Users 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 in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834 or by telephone at (800) 952-5210.
X. Dispute Resolution/Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to conflict of laws. The parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, will be settled by binding arbitration in accordance with California Code of Civil Procedure Section 1280 et seq., and the then current rules and procedures of JAMS. The arbitration will be a confidential proceeding, closed to the general public. The arbitration will take place in Los Angeles, California, and be conducted in the English language. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of all federal and state courts in California. Venue will lie exclusively in Los Angeles, California. For the sake of clarity, nothing in this paragraph will affect Trufl’s ability to seek from a court injunctive or equitable relief at any time from a court of competent jurisdiction.
If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages or any other damages expressly limited by this Agreement.
The parties agree that (i) no arbitration proceeding hereunder, whether a consumer dispute or a business dispute, shall be certified as a class action or proceed as a class action or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with or joined in any way with any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE ALL CONSUMER DISPUTES OR BUSINESS DISPUTES ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Y. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU ONLY TO THE EXTENT SUCH EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY IS NOT ALLOWED IN THAT JURISDICTION.
You agree that Trufl may provide you with notices, including those regarding changes to this Agreement, by email, regular or expedited mail, text communication, website postings or other means of communication.
AA. General Information
1. SECTION HEADINGS
The section heading contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation of this Agreement.
2. ENTIRE AGREEMENT
The Properties are Operated By
Last modified on January 1, 2019
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