User Agreement (Terms and Conditions of Service)
Last Updated: 4/23/2021
The entity you are contracting with is: Truffle Board, LLC., PO BOX 1251, Alameda, CA 94501, if you reside in the United States. In this User Agreement, these entities are individually and collectively referred to as "Truffle Board," "we," or "us."
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO USE OUR SERVICES. BY ACCESSING, BROWSING AND USING THESE SERVICES, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE SERVICES WEBSITE OR THEIR CONTENT. THE TERM “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU’RE REGISTERED ON THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND THE REST OF THE TERMS OF OUR AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THIS AGREEMENT.
YOU ALSO WARRANT THAT YOU ARE NOT BASED IN, NOR WILL YOU PROVIDE, ANY GOODS OR ANY COMPONENTS THEREOF THAT YOU KNOW OR HAVE REASON TO BELIEVE ORIGINATED IN, OR WERE SOURCED FROM, A COUNTRY SUBJECT TO A COMPREHENSIVE U.S. OR CANADIAN EMBARGO AS DESCRIBED IN APPLICABLE EXPORT, EMBARGO, AND ECONOMIC SANCTION REGULATIONS (INCLUDING IRAN, NORTH KOREA, SUDAN OR SYRIA).
PLEASE NOTE THAT THESE TERMS AND THE REST OF THE AGREEMENT ARE SUBJECT TO CHANGE BY TRUFFLE BOARD IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Truffle Board will make a new copy of the applicable terms available at the Services. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have registered with us to create an account we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to registered Users (defined in Section 2 below). Truffle Board may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THIS DOCUMENT TO VIEW THE THEN-CURRENT TERMS.
Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
About Truffle Board
Truffle Board is a marketplace that allows users to offer, sell and buy many types of fresh comestible truffles through auctions from a variety of locations. The actual contract for sale is directly between the seller and buyer. Truffle Board is not a party to the transaction, and it is not a seller or a traditional auctioneer.
Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, Truffle Board has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
Using Truffle Board
In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:
- post, list or upload content or items in inappropriate areas on our sites;
- breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
- use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
- fail to pay for items purchased by you, unless you have a valid reason as set out in a Truffle Board policy, for example, the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the seller;
- fail to deliver items sold by you, unless you have a valid reason as set out in an Truffle Board policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
- manipulate the price of any item or interfere with any other user's listings;
- post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
- take any action that may undermine the feedback or ratings systems;
- transfer your Truffle Board account (including Feedback) and user ID to another party without our consent;
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Truffle Board or the interests or property of users;
- use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Truffle Board;
- interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
- export or re-export any Truffle Board application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
- infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Truffle Board. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Truffle Board or someone else;
- infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
- commercialize any Truffle Board application or any information or software associated with such application, except with the prior express permission of Truffle Board;
- harvest or otherwise collect information about users without their consent; or
- circumvent any technical measures used to provide our Services.
Please refer to our Prohibited Conducts Policy for further details.
Sellers must meet Truffle Board minimum performance standards. Failure to meet these standards may result in Truffle Board charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account.
If we believe you are abusing Truffle Board and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
If we believe you are violating our policies prohibiting offers to buy or sell outside of Truffle Board, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Truffle Board, you may be liable to pay a final value fee applicable to that item, even if the item does not sell.
We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.
Transaction Between Buyers and Sellers on Truffle Board
The transaction between Buyer and Seller shall be considered a legally binding contract for the sale of goods between those two parties once an order is placed after the parties have agreed to commercial and business terms, including, but not limited to, payment terms (e.g. immediately) and Buyer has agreed to the terms of the Seller, delivery terms, refund policies, product warranties and other sale-related terms. Both parties are expected to fulfill the agreed arrangement for the sale and purchase of goods.
Truffle Board shall not be held liable, nor will Truffle Board be required to mediate or adjudicate the transaction or any resulting conflict between the two parties. The Seller is responsible for the safe delivery of the sale item(s). The Buyer is responsible for paying for items purchased and will be held to the terms of this Agreement.
Users who engage in buying and/or selling should be aware and assume the risks of using a website or the internet to complete commerce transactions. Users should be aware of other users operating under false pretense, misrepresentation, and with the intent to commit fraud.
While Truffle Board takes measures to check the identity and validity of users who sign up electronically to use the site, we cannot and do not confirm the identity of all parties who use the Truffle Board service. Buyers and Sellers are responsible for their own due diligence of parties that they decide to engage in business with and we encourage users to contact Hubba to report any and all suspicious behavior or misappropriation of the site service.
Truffle Board does not control the content posted by users. If you find content presented by users that you deem inaccurate, offensive, harmful, or derogatory, you may contact us. Hubba provides an open community and embraces the free speech of users on the site within the limitations set forth and decisions made by Truffle Board staff.
You agree that your use of Truffle Board will not involve any countries, entities, individuals or items prohibited by sanctions, embargoes, regulations or orders administered by US government agencies.
When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.
Fees and Taxes
The fees we charge for using our Services are listed on our Fee and Commission Schedule incorporated herein by reference. We may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. All fees and charges for your use of the Service are non-refundable, except as may be expressly stated in the Fee and Commission Schedule.
If you are a seller, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Truffle Board. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Truffle Board, you may be liable to pay a final value fee applicable to that item, even if the item doesn't sell, given your usage of our Services for the introduction to a buyer.
You must have a payment method on file when selling through our Services and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, suspend or limit Services. In addition to the amount due, delinquent Accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent Accounts and/or chargebacks including, but not limited to collection fees and/or convenience fees and/or other third parties charges. Members hereby explicitly agree that all communication in relation to delinquent Accounts will be made by electronic mail or by phone, as provided to Truffle Board by Members. Such communication may be made by Truffle Board or by anyone on its behalf, including but not limited to a third party collection agent.
Truffle Board, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information Truffle Board reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at firstname.lastname@example.org. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Truffle Board account, you must contact the collection agency directly.
In any jurisdiction where Truffle Board has an obligation to collect sales taxes on sales you make using our Services, we may collect such sales taxes from you via the payment method on file under the terms of the Billing Agreement or via any other means available to us.
Seller fees don't purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.
If you are a Buyer, the total price you will be charged for your purchase consists: 1) the price for the truffles, 2) any Standard Fees applicable to your purchase, 3) the cost of shipping, and 4) any applicable taxes. A percentage of the sale price is paid to Seller, which Truffle Board collects on behalf of Seller as limited agent of Seller, as further specified in our Fee and Commission Schedule. The remaining percentage of the initial sale price is paid directly to Truffle Board by the Buyer for facilitating the sale and providing the Services.
Truffle Board may use managed payments service, where a designated Truffle Board entity, like Stripe, manages payments on behalf of sellers (such management described as "managed payments" or similar).
All sellers as directed by the payments entity must:
- provide the payments entity with information about you and/or your business to meet its compliance requirements, including those involving identity verification, anti-money laundering controls, and sanctions screening as required by applicable laws and policies; and
- pass such verification and screening and otherwise meet the compliance requirements of the payments entity, as determined by the payments entity; and
- provide bank account information for a checking account so that the payments entity can link such checking account to your Truffle Board account, allowing the payments entity to pay you.
- the payments entity may obtain information about you from third-parties to verify your identity, comply with anti-money laundering and sanctions screening obligations, and for other purposes in connection with managed payments; and
- the payments entity may use third-party payments service providers to assist it in providing managed payments services, including companies that process payments, perform risk assessments (such as credit agencies) or compliance checks, verify identity, and validate payment methods. Truffle Board, the payments entity, and their affiliates may send personal data associated with you and your account to such third-parties.
The payments entity may, in its sole discretion, manage payments on your behalf even if you haven't provided all requested information, and the payments entity may withhold payouts pending receipt of such information.
The contract for sale underlying the purchase of goods is directly concluded between seller and the buyer in the same manner as for transactions for which the payments entity does not manage payments.
If you are a buyer completing a purchase from a seller:
- You may pay for such items using those payment methods that the payments entity makes available, and the payments entity will manage settlement to sellers. By completing purchases, buyers authorize the payments entity to initiate payments using the buyers' selected payment method and collect the transaction amounts on behalf of sellers. Accordingly, payments received by the payments entity from buyers satisfy buyers' obligations to pay sellers in the amount of payments received.
- In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, AML compliance, compliance with economic or trade sanctions, in connection with Truffle Board's internal risk controls or due to potential violations of any policy of Truffle Board or the payments entity, or a policy of one of the payments entity's third party payments services providers.
- Truffle Board, the payments entity or its affiliates may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by you on our Services when you make a purchase, redeem a coupon, or make any other transaction on our Services where card information is entered. Such stored payment information may be used as your default payment method for future transactions on our Services. At any time, you can update your card information or enter new card information, at which point the new card information shall be stored as your default payment method. You may make changes to your default payment method through the Profile tab. You are responsible for maintaining the accuracy of information we have on file, and you consent to Truffle Board updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide information about payment methods that you are authorized to use.
- You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of managed payments. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payments services providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that the payments entity has no control over, or responsibility or liability for, such fees or actions.
When listing an item for sale on our Services, you agree to comply with Truffle Board's Sellers policy and also agree that:
- You assume full responsibility for the item offered and the accuracy and content of the listing,
- The content you provide complies with all of our listing policies,
- Content that violates any of Truffle Board's policies may be modified, obfuscated or deleted at Truffle Board's sole discretion,
- We may revise product data associated with listings to supplement, remove, or correct information,
- We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
- buyer's location, search query, browsing site, and history;
- item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
- seller's history, including listing practices, Detailed Seller Ratings, Truffle Board policy compliance, Feedback, and defect rate; and
- number of listings matching the buyer's query,
- To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,
- Some advanced listing upgrades will only be visible on some of our Services,
- We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers,
- You will not sell and will promptly remove all listings for any product recalled by producer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. Truffle Board has no responsibility or liability for the safety or performance of any item that you list or sell through the Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell through the Services.
When buying an item on our Services, you agree to the Buyers Policy and that:
- You are responsible for reading the full item listing before making a bid,
- You enter into a legally binding contract to purchase an item when your offer for an item is accepted, or if you have the winning bid (or your bid is otherwise accepted).
International Buying and Selling; Translation
Many of our Services are accessible internationally. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
You authorize us to use automated tools to translate your Truffle Board content and member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.
You consent to the disclosure of certain personally identifiable information, as well as listing and order information, by Truffle Board to its affiliates, service providers, and other third parties (such as customs and revenue authorities, as well as other government agencies), in connection with the processing, export and customs clearance, and international transportation of any item.
Authorization to Contact You; Recording Calls; Analyzing Message Content
Truffle Board may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Truffle Board to carry out the purposes identified above.
Truffle Board may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Truffle Board or its agents for quality control and training purposes, or for its own protection.
Truffle Board's automated systems may scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of Truffle Board's User Agreement, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Truffle Board may store message contents, including to conduct this scanning and analysis.
Privacy of Others; Marketing
If Truffle Board provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to our Services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.
Use of Service
Buyers and Sellers Eligibility
This Service is intended solely for Users eighteen (18) years of age or older, and any registration, use, or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Truffle Board, unless Truffle Board has given you written notice of reinstatement. All Users must pass our Buyers and/or Sellers Requirements and must provide all necessary and complete documentation for determining eligibility throughout your use of the Service, as may be determined and requested by Truffle Board in its sole discretion. You acknowledge and agree that Truffle Board may change its Buyers and/or Sellers Requirements at any time and for any reason.
Truffle Board Account
Parts of our Service requires that you open a user account (“Account”). In order to buy truffles on Truffle Board, you will need to apply for a "Buyer" Account. In order to sale truffles on Truffle Board you will need to apply for a Seller Account.
As used in this Agreement, “Sellers” shall mean any User that establishes a “Seller” Account and submits information that meets all of the eligibility requirements set forth in this Agreement and the Sellers Requirements, incorporated herein by reference, which would allow such User to create auctions and sell truffles through or via the Service.
As used in this Agreement, “Buyer” shall mean any User that establishes a “Buyer” Account and submits information that meets all of the eligibility requirements set forth in this Agreement and the Buyer Requirements, incorporated herein by reference, which would allow such User to bid on live auctions and purchase truffles through or via the Service.
By applying for a Seller or Buyer Account, you give us permission to disclose the information you provide on your application to third parties for verification purposes and to obtain additional information about you. Truffle Board may accept or reject Seller or Buyer Account applications , in our sole discretion, for any reason. If you are accepted for a Seller and/or Buyer Account, you acknowledge and agree to abide by this Agreement and the Renter and Buyers and/or Sellers Requirements which are applicable to your particular type of Account.
Users with a Seller or Buyer Account are collectively referred to in this Agreement as "Members." Your Member Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. Each transaction in which a Seller sales truffles to a Buyer via the Service is referred to in this Agreement as a "Sale."
You acknowledge and agree as follows:
- Your Member Account is for your personal use only.
- You may not use another Member's Account, permit anyone else to use your Member Account, or assign or otherwise transfer your Member Account to any other person or entity.
When applying for and creating your Account, you must provide accurate and complete information and keep such information updated and accurate throughout the term of this Agreement. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You must notify Truffle Board immediately of any breach of security or unauthorized use of your Account. Truffle Board will not be liable for any losses caused by any unauthorized use of your Account.
You may control your Member profile and how you interact with the Service by changing the options in your Settings page. By providing Truffle Board your email address, you consent to our using of the email address to send you Service-related email, including any notices required by law, in lieu of communication by postal mail. By providing Truffle Board your cell phone number, you consent to our using of the phone number to send you Service-related SMS messages. You may not opt out of Service-related emails or SMS messages. BY SIGNING UP FOR AN ACCOUNT ON TRUFFLE BOARD AND PROVIDING YOUR PHONE NUMBER, YOU AGREE TO RECEIVE TEXT MESSAGES FROM US. We may also use your email address and/or cell phone number to send you other messages, such as changes to features of the Service and special offers.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots, "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Truffle Board servers than a human can reasonably produce in the same period of time using a conventional online web browser, except that Truffle Board grants the operators of public search engines revocable permission to use spiders to copy materials from TruffleBoard.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials but not caches or archives of such materials; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including Account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict the use or copying of any content, or enforce limitations on use of the Service or the content therein; or (xiii) conduct any prohibited activities listed in the Prohibited Conduct Policy incorporated herein by reference.
Truffle Board may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability for any reason, including if, in Truffle Board's sole determination, you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. All aspects of the Service are subject to change or elimination at Truffle Board's sole discretion. Truffle Board reserves the right to interrupt the Service with or without prior notice for any reason or no reason. You agree that Truffle Board will not be liable to you for any interruption of the Service, delay, or failure to perform.
Policies and Procedures; Auction Description; Bids; Reviews
If you are a Seller, you agree to our Seller Policy incorporated herein by reference. If you are an Seller, by accessing or using the Service, you signify that you have read, understood, and agree to be bound by the Seller Policies and Procedures. If you are a Buyer, you agree to our Buyer Policy incorporated herein by reference. If you are a Buyer, by accessing or using the Service, you signify that you have read, understood, and agree to be bound by the Buyer Policies and Procedures.
If you are using the Service as a Seller, you represent and warrant that (i) you own or have all the necessary rights, consents, and authority to sell the truffles you submit to auctions by the Service; and (ii) the sale of truffles you submit to auctions herein will not violate any rights of a third party or any agreement with respect to such truffles.
When you use the Service to transact Sale, the Service will present you with a page confirming the details of the Auction. By posting the Auction you agree to the terms of that Auction, and the Auction becomes part of this Agreement.
Both Seller and Buyers are prompted to submit Reviews to the Service following the completion of each Auction. We may block you from any further use of the Service until you have submitted such Reviews.
Some areas of the Service may allow Users to post feedback, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service is referred to as "User Content"). You retain ownership of your User Content. You are solely responsible for the User Content that you upload, publish, display, link to, or otherwise make available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that Truffle Board does not guarantee any confidentiality with respect to any User Content.
You agree not to post User Content, or take any actions on or through the Service, that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights (as defined below), rights of publicity and privacy. Truffle Board reserves the right, but is not obligated, to reject and/or remove any User Content that Truffle Board believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
Truffle Board takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service is solely your responsibility. Truffle Board is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that Truffle Board shall not be liable for any damages you allege to incur as a result of such User Content.
Other Users; No Endorsement
While we may take actions to verify User identities and descriptions and information regarding Auctions available via the Service, Truffle Board does not endorse any Users or their background, any User Content, Truffles, Auctions, or Bids. You are solely responsible for your interactions with other Truffle Board Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Truffle Board shall have no liability for your interactions with other Users, or for any Users’ action or inaction, with respect to Auctions or the Service. You acknowledge that Truffle Board does not sell or buy truffles. Instead, the Service allows Sellers and Buyers to transact Truffles directly with each other. While we may help facilitate successful transactions and the resolution of disputes, we do not guarantee the quality, safety, truth, or accuracy of Auctions, User Content, or other services or transactions available via the Service.
By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to the particular User or third party that causes you harm, and you agree not to attempt to impose liability on or seek any legal remedy from Truffle Board with respect to such actions or omissions. If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes or your use of the Service. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICE IS INTENDED TO BE USED TO FACILITATE SALES OF TRUFFLES THROUGH AUCTIONS. TRUFLE BOARD CANNOT AND DOES NOT CONTROL THE USER CONTENT CONTAINED IN ANY AUCTION, THE CONDITIONS OF ANY TRUFFLES PROVIDED THROUGH THE SERVICE, THE BEHAVIOR OF ANY USER, OR THE ACTIONS OF ANY USER. TRUFFLE BOARD IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL SALES, AUCTIONS AND USER CONTENT. ACCORDINGLY, ANY SALES MADE BY A USER, SELLER, AND/OR BUYER WILL BE MADE AT THE USER, BUYER, AND/OR SELLER'S OWN RISK.
User Content License Grant
You retain all your ownership rights in your User Content. By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have a right to grant, to Truffle Board a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with Truffle Board's (and its successors and affiliates) business. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service and to use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Service and under this Agreement.
End User Licenses
Truffle Board Service
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service. Truffle Board reserves all rights not expressly granted herein in the Service and the Truffle Board Content (as defined below). Truffle Board may terminate this license at any time for any reason or no reason.
Truffle Board Software
To use the Truffle Board Software you must have a mobile device that is compatible with the Truffle Board Service. Truffle Board does not warrant that the Truffle Board Software and/or Truffle Board Service will be compatible with your mobile device.
Truffle Board hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Truffle Board Software for one Truffle Board Member Account on one mobile device owned or leased solely by you.
You may not: (i) modify, disassemble, decompile, or reverse engineer the Truffle Board Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Truffle Board Software to any third party or use the Truffle Board Software to sale or auction goods or similar services for any third party; (iii) make any copies of the Truffle Board Software; (iv) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Truffle Board Software, features that prevent or restrict use or copying of any content accessible through the Truffle Board Software, or features that enforce limitations on use of the Truffle Board Software; or (v) delete the copyright and other proprietary rights notices on the Truffle Board Software.
You acknowledge that Truffle Board may from time to time issue upgraded versions of the Truffle Board Software and may automatically electronically upgrade the version of the Truffle Board Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and your continued use of the Truffle Board Software or Service constitutes your agreement to the terms and conditions of this Agreement will apply to all such upgrades.
Any third-party code that may be incorporated in the Truffle Board Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
The foregoing license grant is not a sale of the Truffle Board Software or any copy thereof, and Truffle Board or its third party partners or suppliers retain all right, title, and interest in the Truffle Board Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void. Truffle Board reserves all rights not expressly granted under this Agreement.
Government End Users
If the Truffle Board Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Truffle Board Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
The Truffle Board Software originates in the United States and is subject to United States export laws and regulations. The Truffle Board Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Truffle Board Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Truffle Board Software and the Truffle Board Service.
Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "Truffle Board Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Truffle Board and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Service. Use of the Truffle Board Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Truffle Board under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Truffle Board does not waive any rights to use similar or related ideas previously known to Truffle Board , or developed by its employees, or obtained from sources other than you.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Since we respect artist and content owner rights, it is Truffle Board's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Truffle Board's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit Truffle Board to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice Truffle Board, LLC.
Address: PO Box 1251, Alameda CA 94501, USA
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES.
Please note that this procedure is exclusively for notifying Truffle Board and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Truffle Board's rights and obligations under the DMCA, including 17 U.S.C. 512(c) but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Truffle Board has adopted a policy of terminating, in appropriate circumstances and at Truffle Board's sole discretion, members who are deemed to be repeat infringers. Truffle Board 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.
Additional Representations and Warranties
In addition to the other representations and warranties in this Agreement, you affirm, represent and warrant that:
- You are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement; and you have not previously been removed from the Service unless you have a currently valid notice of reinstatement from Truffle Board.
- If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
- Your User Content and Truffle Board's use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights, and rights of publicity.
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
You agree to defend, indemnify, and hold harmless Truffle Board and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including, without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including, without limitation, any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule, or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your Account; or (vi) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.
The indemnities in this Agreement are contingent upon: (i) the indemnified party promptly notifying the indemnifying party in writing of any claim which may give rise to a claim for indemnification hereunder, provided that any failure to give such notice will not waive any rights of the indemnified party except to the extent that the rights of the indemnifying party are actually prejudiced thereby; (ii) the indemnifying party being allowed to control the defense and settlement of such claim; and (iii) the indemnified party cooperating with all reasonable requests of the indemnifying party (at indemnifying party’s expense) in defending or settling such claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through a counsel of its own choosing, provided that the indemnified party will not settle any claim without the prior written consent of the indemnifying party.
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in Truffle Board's applications may not occur in real time. Such functionality is subject to delays beyond Truffle Board's control.
IF YOU CHOOSE TO USE THE SERVICE AND/OR PARTICIPATE IN AN AUCTION, YOU DO SO AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT TRUFFLE BOARD DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ANY USER, INCLUDING BUT NOT LIMITED TO BUYERS AND SELLERS. THE SERVICE AND ANY CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRUFFLE BOARD OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, TRUFFLE BOARD, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE TRUFFLE BOARD CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE OR ANY AUCTION OR SALE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE SERVICE.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE INCLUDING BUT NOT LIMITED TO RENTERS OR OWNERS. YOU UNDERSTAND THAT TRUFFLE BOARD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE AND TRUFFLE BOARD IS NOT RESPONSIBLE FOR THE ACTION OF USERS OF THE SERVICE.
TRUFFLE BOARD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE TRUFFLE BOARD SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND TRUFFLE BOARD WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14 (INSURANCE), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUFFLE BOARD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE, INCLUDING WITHOUT LIMITATION ANY AUCTION OR SALE. UNDER NO CIRCUMSTANCES WILL GETAROUND BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUFFLE BOARD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL TRUFFLE BOARD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF EITHER (a) THE AMOUNTS PAID BY TRUFFLE BOARD TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR (b) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRUFFLE BOARD AND YOU.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TRUFFLE BOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from its facilities in the United States. Truffle Board makes no representations that the Service is appropriate for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Truffle Board without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.TruffleBoard.com.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.TruffleBoard.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through the Truffle Board Message and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an Truffle Board representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
Without limiting Truffle Board's ability to refuse, modify, or terminate all or part of our Services, Truffle Board may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.
The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Truffle Board Service.
The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between youand Truffle Board, and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content, Holds and Restricted Funds, Managed Payments, Additional Terms, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.
You may terminate your participation in the Service at any time, for any reason, upon receipt by us of your written or email notice of termination. We may terminate your participation in the Service at any time, for any reason or no reason, without explanation. We maintain sole discretion to bar your use of the Service in the future, for any reason that we determine or for no reason. This Agreement will remain in effect after your participation in the Service terminates.
You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Truffle Board, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of a state court located in Alameda County, California or the United States District Court for the Northern District of California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that the City and County of San Francisco, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that Truffle Board has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Truffle Board claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") in City and County of San Francisco, California under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Truffle Board from seeking injunctive or other equitable relief from the courts as necessary to protect any of Truffle Board's proprietary interests.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TRUFFLE BOARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Truffle Board may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Truffle Board in our sole discretion. Truffle Board reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Truffle Board is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add info@TruffleBoard.com to your email address book to help ensure you receive email notifications from us.
This Agreement, together with all amendments, all documents referenced in this Agreement, and any other legal notices and agreements published by Truffle Board via the Service, shall constitute the entire agreement between you and Truffle Board concerning the Service. If a court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Truffle Board's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
You and Truffle Board agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
The Service is offered by Truffle Board, LLC., PO Box 1251, Alameda, CA 94501-1251, and can be reached at email@example.com. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254