Terms & Conditions
Terms of Service
MostEdge, a Georgia Corporation (“Company”) has developed and licenses mercury|One, trunow, and other products (the “Products”) to users its software program either partial or full version; or either online or traditional methods (the "Licensed Software"). Licensee desires to utilize a copy of the combined Licensed Software with the specified modules as agreed (the “Software Modules”) and on the Hardware described marketed under the name MostEdge.
SECTION 1. DELIVERY
After receipt of all initial fees payable by Licensee on the Effective Date pursuant to Section 6 below, Company shall promptly deliver to Licensee a copy of the load executable form of the Licensed Software, hardware to run the software if rented by the Company (“Loaned Hardware”), remote access (“Web Access”) to Licensee, and the documentation (the “Documentation”, which shall consist of “Confidential Documentation” and “Non-Confidential Documentation”), each in the tangible form that Company in its sole discretion, deems appropriate.
SECTION 2. OWNERSHIP
Licensee acknowledges that the Licensed Software and the Documentation are proprietary products of Company and that ownership of the Licensed Software, the Documentation, all patents, copyrights, mask work rights, trademarks, trade names, trade secrets and other proprietary rights relating to or residing therein shall remain with Company. Licensee understands and agrees that this Agreement does not constitute a sale of any such proprietary rights. Licensee shall promptly notify Company of any actual or threatened misappropriation or infringement of Company’s proprietary rights which comes to Licensee’s attention.
A. LICENSE GRANT.
Subject to the terms and conditions of this Agreement and upon payment of the agreed fees, Company grants to Licensee a non-exclusive, non-transferable limited license to use the Licensed Software, rented hardware if any and the Documentation in the in the United States of America as set forth in this Agreement.
B. RESTRICTIONS.
Licensee is granted right to install and use one copy of Software on a single computer at a time, one web access ID and shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Company. Additionally, the Licensee shall not engage in, cause or permit others to engage in, the reverse engineering, disassembly, de compilation or similar manipulation of the Licensed Software to obtain the source code thereto, nor the modification, alteration, translation or other change of the Licensed Software.
C. TRANSFER:
Licensee may not rent, lease, lend or sublicense the Licensed Software. Licensee may, however, make a one-time permanent transfer of all of the license rights to the Licensed Software to another party with prior consent from the Company, provided that: (a) the transfer must include all of the Licensed Software, including all its component parts, original media, printed materials, Loaned Hardware, and this License; (b) you do not retain any copies of the Licensed Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving Licensed Software reads and agrees to accept the terms and conditions of this License. All components of the Licensed Software are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications.
SECTION 3.
{Intentionally omitted}
SECTION 4. SUPPORT SERVICES
Licensee is mandated to and shall continue to subscribe for software support at all times from the Effective Date. Licensor shall notify Company in writing if it desires not wish to receive the support services, at which time the Licensee’s right to use the Licensed Software is void and Licensee agrees to return the Licensed Software, Loaned Hardware and all other related documentation to the Company. Company shall provide to Licensee the following support services for the Licensed Software and the Loaned Hardware during the service period.
A. SOFTWARE SUPPORT:
Company shall maintain a software support staff accessible by Licensee via telephone at numbers to be disclosed or live chat or e-mail to Licensee on or prior to the Effective Date. Company staff shall respond to Licensee’s how to questions with regard to the use of the Licensed Software. Company’s response staff shall include reasonably acceptable answers or suggested approaches to solving problems if known, or, If not then known, an answer as soon as practical. Licensee agrees to exercise reasonable restraint in accessing Company’s software support staff. If needed, Licensee can schedule and made available Company’s onsite support staff at then current hourly rate plus trip charge.
B. HARDWARE SUPPORT:
Company shall maintain basic hardware support staff accessible by Licensee via telephone at numbers to be disclosed to Licensee on or prior to the Effective Date for the Loaned Hardware. Company’s response staff shall include reasonably acceptable answers or suggested approaches to solving problems if known, or, If not then known, an answer as soon as practical. If issue is unresolved, and is not a result of Licensee’s gross negligence, Company will make its best efforts to resolve the issue in a timely manner. If Company determines the cause to be of gross negligence by the Licensee, Licensee agrees to pay the Company fees to resolve the issue at then current hourly rate plus trip charge plus cost of replaced parts.
C. INSTALLATION and AUTO-UPDATE.
The Licensed Software's installation and auto-update processes transmit a limited amount of data to Company or its service provider about those Licensee specific processes to help Company understand and optimize them. Company does not associate the data with personally identifiable information. Company shall provide the initial setup and installation of the Licensed Software.
D. WEB ACCESS:
Company cannot guarantee web access through all browsers available in the market. Company believes based on test data, Microsoft IE 9.0 and above, Firefox and Google Chrome to perform the best.
SECTION 5. OWNERSHIP OF DATA; LICENSEE.
Subject only to the limited license expressly granted hereunder, as between Company and Licensee, Company acquires no right, title, or interest from Licensee or Users under this Agreement in or to Users Data, including any intellectual property rights therein. Licensee is solely responsible for Users Data that Users upload, publish, display, link to or otherwise make available on the Service, and Licensee agrees that Company is only acting as a passive conduit and Data Processor for the online distribution and publication of Users Data which Licensee controls. Licensee hereby grants to Company a worldwide non-exclusive, royalty-free, transferable license to use, reproduce, and display the User Data and de-identified User Data, including but not limited to, providing the Services to Licensee, for use in Company marketing materials, members affiliated association, and as necessary for continued product development. Company will not review, share, distribute, or reference any User Data except as provided herein or as may be required by law.
SECTION 6. DISCLAIMER OF WARRANTIES LIMITATIONS OF LIABILITY
A. DISCLAIMER OF WARRANTIES.
Licensee expressly acknowledge and agree that use of the software and web access is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. Except to the maximum extent permitted by applicable law, the company software is provided “as is”, with all faults and without warranty of any kind. Company hereby disclaim all warranties and conditions with respect to the software, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Company does not warrant against interference with your enjoyment of the software, that the functions contained in the software will meet your requirements, that the operation of the software will be uninterrupted or error-free, or that defects in the software will be corrected. No oral or written information or advice given by company or a company authorized representative shall create a warranty. Should the software prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
B. LIMITATION OF LIABILITY.
To the extent not prohibited by law, in no event shall company be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the company software, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if company has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Company’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
SECTION 7. TERMINATION
A. TERMINATION.
This License is effective until terminated. Licensee rights under this License will terminate automatically without notice from the Company if Licensee fail to comply with any term(s) of this License. Upon the termination of this License, Licensee shall cease all use of the Software and destroy all copies, full or partial, of the Licensed Software. Additionally all of the Company’s support services in Section 4 shall be discontinued.
B. TERMINATION FOR INFRINGEMENT.
Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right.
SECTION 8. HARDWARE PURCHASE
A. HARDWARE PURCHASE.
Licensee may procure its own hardware described in Exhibit B at an additional cost to use the Licensed Software. If Licensee uses its own hardware, other than Company supplied to run the Licensed Software, Licensee fully acknowledges that the Company hasn’t tested the Licensed Software on any other hardware other than the Company supplied equipment and the Licensed Software may or may not run, and even if it runs may or may not fully function to the specifications. If Licensee returns the Company supplied rental equipment, Licensee acknowledges that they are responsible to return the equipment to the Company in the same condition it was originally provided minus normal wear and tear. If equipment to be returned either lost, missing, damaged or not in fully working condition regardless of the circumstance, Licensee is responsible for full damages in the amount of four fifty dollars ($450.00).
SECTION 9. LIQUIDATED DAMAGES
If Licensee breaches this agreement, Licensee shall be subject to damages equal to the price of the software and twelve months of maintenance support, plus penalties equal to an additional twelve months of maintenance support for every breach event. For purposes of clarification, each transfer and each computer that uses the Licensed Software without a license constitutes a separate breach event.
SECTION 10. GENERAL
A. NOTICE.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to Company:
MostEdge Inc , 3295 River Exchange Drive, Suite 376 Peachtree Corners, Atlanta 30092
If to Licensee: Address on record
B. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with the laws of the state of Georgia.
C. NO ASSIGNMENT.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Company.
D. FINAL AGREEMENT.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
E. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
F. HEADINGS:
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
END OF TERMS AND CONDITIONS
TERMS OF Trunow SERVICE
These Terms of Service (“Terms”) govern all use of Trunow’s mobile application and any related websites, goods, services, software, and plug-ins (collectively, “App”) by you (“you(r)”). PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE APP. These Terms limit available remedies and contain a mandatory arbitration provision that requires arbitration.
What Am I Representing Through This Agreement?
By using the App, you represent and warrant that you (i) have read and understood, and agree to be bound by, these Terms, and (ii) are at least 18 years old and legally qualified to enter into contracts. To use certain parts of the App, you must represent and warrant, when requested, that you are at least 21 years old. IF YOU DO NOT UNDERSTAND THESE TERMS, DO NOT AGREE TO BE BOUND, OR ARE NOT LEGALLY QUALIFIED TO ENTER INTO CONTRACTS, YOU MUST IMMEDIATELY LEAVE THE APP. These Terms do not create any agency, employer, partner, or joint venturer relationship between you and Trunow.
What is the Separate Privacy Policy? What is Location Tracking?
By using the App, you represent and warrant that you have read and understood, and agree to, Trunow’s Privacy Policy, which outlines how Trunow collects and uses your information. In particular, by using the App and clicking “Allow” to allow Trunow to access your location even when not using the App, you agree to Trunow accessing information about your location at all times when the App is installed and your phone is on (i.e. when you see the geolocation tracking icon). If you do not want information about your location collected, you should turn off the location services for the App in your settings, turn off your phone, or delete the App; however, doing so may prevent you from using certain features of the App. Trunow reserves the right, at any time and without notice, to add to, update, or change these Terms simply by posting a new version on this page.
What Are My Obligations While Driving?
By using the App, which may send you periodic notifications, you agree to comply with all state laws concerning traffic and driving.You agree not to use the App while driving. You assume all responsibility for any loss or damage that may arise as a result of using the App while driving. You agree not to use the App, or to allow any third party to use your account, in any manner that is unsafe or distracted while driving. You are solely responsible for how you or third parties use the App under your account, and Trunow will not be liable for same. To the fullest extent permitted by law, Trunow expressly disclaims any liability that may arise as a result of your use of the App while driving.
What Are User Accounts and Content?
To access certain parts of the App, you must register for and use an account. By doing so, you warrant that the information you provide is current, complete, and accurate. You are solely responsible for maintaining the confidentiality of your account and password and any changes to your information, and you agree to promptly notify Trunow of any unauthorized use of your account as well as any updates to any information you provided.
What Can Consumers Post? What Are Consumer “Points”?Through your account, you may upload, post, link, share, submit, transmit, or distribute certain content, including comments, reviews, ratings, prices, images, information, data, and other materials (“User Content”) on “public forums” on the App. Other users may see your User Content. By posting User Content, you agree to assume full responsibility for the User Content and represent that: (i) you are the sole owner of or have all rights necessary for such User Content, (ii) the User Content does not infringe or violate the rights of any third party, and (iii) the User Content is truthful and accurate. Trunow has the right, but not the obligation, to screen, refuse, or remove your account and any User Content that it deems objectionable. Trunow does not guarantee the accuracy, completeness, or usefulness of any User Content or adopt, endorse, warrant, or accept responsibility for same. Trunow does not control User Content and shall have no liability relating to User Content. Trunow reserves the right to use and retain your User Content, including for backup, archival, and audit purposes.Trunow offers consumers “points” that are redeemable for deals through the App. Any “points” will expire after twenty-four (24) months and are not your property nor redeemable for any other purpose or reason not specifically described when you obtain points; points have no monetary value and may not be transferred. This notwithstanding, from time to time and in its sole discretion, Trunow may offer “cash back” deals to you for your points minus applicable fees, for example, through PayPal; you are solely responsible for providing updated and accurate information to be eligible for such deals, and Trunow is not liable if you provide inaccurate information. Trunow may change its points system at any time without notice to you. Trunow can terminate your points at any time, including for your violation of these Terms. To the fullest extent permitted by law, Trunow expressly disclaims any liability regarding your points or any “cash back” deals. Further, any referral to friend offers are only valid for the purposes stated, and there is no cash equivalent or substitution. All referred friends must agree to these Terms. Trunow may change any referral to friend offers at any time without any notice and will not be liable for same.
What Can Retailers Post? What Are Retailer Payment Obligations?Through your account, you may upload, post, link, share, submit, transmit, or distribute certain content, including deals, offers, promotions, rewards, images, information, data, and other materials (“Retailer Content,” and with User Content, “Content”) on “public forums” on the App. Retailer Content may include third-party links and information, including location-based offers and promotions. By posting Retailer Content, you agree to assume full responsibility for the Retailer Content and represent that: (i) you are the sole owner of or have all rights necessary for such Retailer Content, (ii) the Retailer Content does not infringe or violate the rights of any third party, and (iii) the Retailer Content is truthful and accurate. Trunow has the right, but not the obligation, to screen, refuse, or remove your account and any Retailer Content that it deems objectionable. Trunow does not guarantee the accuracy, completeness, or usefulness of any Retailer Content or adopt, endorse, warrant, or accept responsibility for same. Trunow does not control Retailer Content and shall have no liability relating to user Retailer Content. Trunow reserves the right to use and retain your Retailer Content, including for backup, archival, and audit purposes. If you are responsible for inaccurate, misleading, or unlawful Retailer Content, you agree to defend and indemnify Trunow pursuant to these Terms for any claim regarding such Retailer Content. You are responsible for any payment obligations to Trunow pursuant to any separate payment agreements. If you fail to pay Trunow pursuant to any payment terms, Trunow reserves the right to terminate your account.
What Are Third-Party Websites?
The App may contain third-party content and links to third-party websites. In particular, Trunow has no obligation to review the accuracy or completeness of content, including regarding third-party prices, deals, offers, promotions, or rewards and has no responsibility for same. Trunow relays such content based on information available to Trunow at the time. Trunow does not have control over third parties, each of which may have its own terms and/or privacy policy. You assume all responsibility for any harm resulting from third-party content or websites. You are responsible for reviewing and agreeing to any terms of any third-party websites you use. Trunow makes no warranties or representations regarding any third-party products or services. To the fullest extent permitted by law, Trunow expressly disclaims any liability regarding representations, claims, or warranties relating to third-party products or services.
Who Owns Intellectual Property?
Trunow and/or its licensors own the App platform and all legal right, title, and interest in the App, Content, and compiled information and data used in relation to the App. Trunow’s trademarks, including the mark TRUNOW, copyrights, trade secrets, codes, patents, and the App are the intellectual property of Trunow and/or its licensors, whether or not added to or created by use of Trunow products or services. You may not copy, modify, publish, transmit, distribute, display, or sell any of Trunow’s propriety content, and you do not own any right, title, or interest in same. You will retain any intellectual property rights in any Content provided by you in relation to the App, but you grant Trunow a perpetual, non-exclusive, royalty and cost-free, unlimited, transferrable, and irrevocable license to use, publish, and distribute same in relation to its App and services.
Trunow respects the intellectual property rights of others. If you believe that any material infringes one or more of your copyrights, please promptly submit a claim via email to Trunow at privacy@trunow.comwith the subject line “Copyright Infringement” and with an identification of the copyright claimed, a description of the material you claim is infringing, your name, address, telephone number, and email address, and a signed statement by you (i) that you believe in good faith that the use of your copyrighted material is not authorized by law, or by the copyright owner or such owner’s agent, and (ii) under penalty of perjury, that all of the information contained in your notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf. You may be liable for damages for misrepresentation or bad faith claims. For more information, please see the Digital Millennium Copyright Act.
What Communications Will I Receive From Trunow?
Without limitation, by using the App and/or by providing your name, email, address, and/or phone number through the App, you expressly consent to receive communications, including through emails, SMS/MMS “text” messages, and notifications via the App, regarding the App, deals, offers, and promotions from Trunow and third parties that contract or do business with Trunow. You may opt out of communications by (i) following unsubscribe instructions in each communication, or (ii) sending an email to privacy@trunow.com. By using the App, you also consent to Trunow displaying advertisements on the App.
What Are Prohibited Uses of the App?
You represent and warrant that you will notdo the following in relation to the App:
1. Violate, or encourage violation, of these Terms or any applicable law or regulation.
2. Use the App in a manner that violates driving laws or is otherwise unsafe while driving.
3. Defame, abuse, harass, stalk, threaten, attack, assault, or otherwise violate the legal rights of, including the rights of privacy and publicity, others.
4. Upload, post, link, store, or share any Content that is obscene, lewd, lascivious, pornographic, inappropriate, unlawful, hateful, discriminatory, or objectionable, contains personal information of others without their consent, or encourages unlawful activity.
5. Upload, post, link, store, or share any Content that infringes on any third party's copyright, trademark, or other intellectual property or proprietary rights.
6. Provide false, misleading, or inaccurate information, including through impersonation.
7. Send, advertise, promote, or otherwise solicit unlawful spam or commercial messages.
8. Harvest or collect information about users for unlawful purposes.
9. Modify any Content on the App that is not your own without consent.
10. Transmit viruses, Trojan horses, worms, malicious code, or destructive matter.
11. Use a robot, spider, or other process or application to retrieve, scrape, mine, sweep, reverse engineer, extract source code, cache, pre-fetch, or index any part of the App, including through web harvesting, web data extraction, bots, data mining tools, crawlers, bulk feed, mass download, any automated program or software, or manual extraction.
12. Copy and sell any part of the App, create any derivative work based on any part of the App, or use any Content or part of the App outside of the App.
13. Attempt to probe, scan, test, or violate the security features of the App or of any associated system or network, attempt to breach any firewalls, attempt to hack the App, engage in phishing scams, or obtain unauthorized access to any Content by any means.
14. Attempt to interfere with the use of the App by any other user, computer, or network, including by submitting malware or exploiting software vulnerabilities.
15. Use any confidential information or intellectual property of Trunow for monetary or proprietary gain without the prior express written consent of Trunow.
16. Forge, modify, or falsify any network packet or protocol header or metadata.
What Are Assumption of Risk and Indemnity Obligations?
You knowingly and freely assume all risks when using the App. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Trunow and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns from any and all claims, actions, or losses, including for attorney’s fees, advertising, defamation, violation of privacy, infringement of intellectual property, bodily injury, driving accidents, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or third parties, that may result from your Content, your use of the App, use of the App under your account, your violation of these Terms, and/or your violation of any laws. You understand and agree that the App is only intended for use in the United States. You further understand and agree that Trunow may use third parties to support the App, as outlined in the Privacy Policy, and you expressly agree to and assume the risk of same.
What Are the Disclaimers and Limitations of Liability?
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW AND LIMITS TRUNOW’S LIABILITY. TRUNOW, ON BEHALF OF ITSELF AND ITS AGENTS, DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE APP IS PROVIDED “AS IS.” APP OFFERS ARE LIMITED TO CERTAIN MARKETS IN THE UNITED STATES. TRUNOW DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CONTENT ON THE APP, INCLUDING REGARDING THIRD-PARTY PRICES, DEALS, REWARDS, OR OFFERS. TRUNOW IS NOT LIABLE FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THIRD-PARTY ACTIONS OR OMISSIONS. OPERATION OF THE APP MAY NOT BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ALL CLAIMS, WHETHER TO YOU OR ANY THIRD PARTY, REGARDING THE APP, INCLUDING BUT NOT LIMITED TO CLAIMS UNDER DRIVING AND ADVERTISING LAWS. TRUNOW SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ATTORNEY’S FEES, LOST PROFITS, REVENUES, LOSS OR DAMAGE TO DATA, OR OTHER LOSS OR DAMAGES RELATED TO YOUR USE OF THE APP. YOUR SOLE REMEDY IS TO STOP USING THE APP. REGARDLESS, TRUNOW’S MAXIMUM LIABILITY TO YOU IN CONNECTION WITH THE APP IS LIMITED TO $100 FOR ALL CLAIMS BY YOU.
What Are Rules for Choice of Law, Arbitration, and Provisional Remedies?
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW AND WAIVES YOUR RIGHT TO JOIN CLAIMS WITH OTHERS OR OTHERWISE PROCEED IN A CLASS ACTION OR TO SUE IN A COURT WITH A JURY.
Choice of Law, Venue.THESE TERMS SHALL BE INTERPRETED AS THOUGH EXECUTED IN GEORGIA AND SHALL BE GOVERNED BY GEORGIA LAWS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE PARTIES WAIVE ANY OBJECTION TO PERSONAL JURISDICTION AND VENUE IN FULTON COUNTY, GEORGIA.
Binding Arbitration.TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO RESOLVE ALL DISPUTES ARISING OUT OF OR RELATING TO THE APP BY BINDING ARBITRATION IN FULTON COUNTY, GEORGIA BEFORE A SINGLE ARBITRATOR. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association, available at www.adr.org or 1-800-778-7879, as modified by these Terms. All issues are for the arbitrator to resolve, except as provided below. The arbitration may be conducted in person, by document submission or telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The parties shall bear their own costs and fees, provided that the arbitrator may award all reasonable costs and fees against a claim that it finds frivolous. THE PARTIES AGREE TO WAIVE ANY RIGHT TO JOIN CLAIMS WITH OTHERS OR OTHERWISE PROCEED IN A CLASS ACTION.
Provisional Remedies.THIS ARBITRATION PROVISION DOES NOT PRECLUDE THE PARTIES FROM SEEKING PROVISIONAL REMEDIES, INCLUDING ORDERS TO STAY COURT ACTION OR COMPEL ARBITRATION, OR FROM APPLYING FOR A TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION TO PRESERVE INTELLECTUAL PROPERTY RIGHTS, IN STATE OR FEDERAL COURTS IN FULTON COUNTY, GEORGIA. YOU FURTHER AGREE THAT A BREACH OF THESE TERMS WILL LEAD TO IRREPARABLE INJURY AGAINST TRUNOW AND THAT TRUNOW MAY SEEK IMMEDIATE INJUNCTIVE RELIEF FOR SUCH BREACH IN ANY COURT IN FULTON COUNTY, GEORGIA OR ANY OTHER COURT HAVING JURISDICTION. WITHOUT LIMITING ANY AVAILABLE REMEDIES, YOU AGREE THAT DAMAGES FOR YOUR BREACH OF PARAGRAPH 8(X-XVI) WILL BE DIFFICULT TO QUANTIFY AND THAT TRUNOW SHALL THUS BE ENTITLED TO IMMEDIATE DAMAGES OF $100,000 FOR SUCH BREACH, WHICH BEARS REASONABLE RELATION TO ANTICIPATED DAMAGES FOR UNFAIR COMPETITION.
Are There Assignment Restrictions?
These Terms and your rights and obligations hereunder are not assignable or transferable by you. Notwithstanding, these Terms are assignable and transferable by Trunow and will be binding upon your successors and assigns.
What Are Requirements for Termination, Modification, and Waiver?
Trunow may terminate your use of the App, modify or discontinue the App, or modify these Terms for any reason at any time without notice. Provisions in Paragraphs 6-11 shall survive any termination. Trunow cannot waive any rights under these Terms except by a signed writing. If you want to terminate your use of the App and tracking of your phone, you should permanently delete the App from your phone. You should review these Terms periodically. IF YOU FIND ANY CHANGES UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE APP.
Is This Agreement Complete and/or Severable?
These Terms, along with Trunow’s Privacy Policy, constitute the entire agreement between you and Trunow relating to the App and supersede all prior or contemporaneous understandings. These Terms shall not be construed against the drafter. If any part of these Terms is held invalid or unenforceable, the remaining parts will remain in full force and effect to the maximum extent permitted by law. The headings in these Terms are for convenience only, and shall have no legal or contractual effect.
For questions or concerns, please email Trunow at support@trunow.com.
