Privacy Policy

Terms and Conditions of Use

TRUECONNECT TERMS & CONDITIONS OF USE

Effective Date: September 12, 2024

True Manufacturing Co., Inc., its subsidiaries, and affiliated companies, (True or we or us) has developed and provides various systems available to a True customer, its subsidiaries and affiliated companies (Customer or You), each a Party, or collectively Parties, to access Trues user web interface under the trademark TRUECONNECT. These Terms & Conditions of Use (Agreement, or Terms) govern access and use of TrueConnect.

THIS AGREEMENT TAKES EFFECT WHEN YOU ACCESS OR USE TRUECONNECT (the “Effective Date“). BY ACCESSING OR USING TRUECONNECT YOU (A) ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE TRUECONNECT.

Definitions.

Capitalized terms have the meanings assigned to them below. Other capitalized terms are defined in context. Where the context so admits, words importing the singular shall include the plural and vice versa.

  1. Aggregated Statistics means data and information derived from TrueConnect compiled, summarized, or processed in an aggregated and anonymized manner, including statistical and performance information related to TrueConnect.
  2. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who Customer authorizes to access and use TrueConnect under the rights True grants to Customer and (ii) for whom access to TrueConnect has been provided.
  3. “Customer Data” means information, data, and content, in any form or medium, that a Customer, its Authorized User, or an individual on Customer’s behalf submits, posts, conveys, or transmits by any means through, or in relation to, TrueConnect.
  4. Documentation means any manuals, guides, instructions, information, or documentation relating to TrueConnect.
  5. Feedback means communications, comments, questions, observations, suggestions, recommendations, or materials the Customer or any of its employees, contractors, agents, or users sends, transmits, provides, or makes available to True, regarding TrueConnect, including without limitation, features or functionality.
  6. Fees means the sums Customer owes True for TrueConnect access pursuant to a Subscription Agreement.
  7. Equipment means the appliance, asset, or machine owned or operated by Customer in which TrueConnect hardware is installed.
  8. Hardware includes but is not limited to the modem, controller, sensors, terminals, and accessories associated with TrueConnect.
  9. Monitoring Data means all data True collects through TrueConnect.
  10. Scheduled Downtime means True scheduled TrueConnect service outages, in whole or in part.
  11. Service Suspension means the temporary interruption or cessation of Services provided by True to Customer.
  12. “Services” means the cloud-based TrueConnect technology software delivery system True makes available to users over the internet via True Connect to monitor and manage Equipment to develop usage analytics.
  13. Software means TrueConnect proprietary computer code, modem software, and other software and/or firmware.
  14. Subscription Agreement means an agreement whereby the Customer accepts these and other terms to access the Services for an individual piece of Equipment.
  15. Subscription Period means the start and stop dates and/or times outlined on a Subscription Agreement.
  16. Terminal means a TrueConnect terminal device that transfers machine and operations data from the Equipment to TrueConnect.
  17. “Third-Party Products” means any product, content, service, information, website, or other materials owned or operated by third parties incorporated into or accessible through TrueConnect. ” True IP” means True intellectual property including, but not limited to, TrueConnect Services, Documentation, Monitoring Data, Aggregated Statistics and any information, data, or other content derived from Customer’s access to or use of TrueConnect.
  18. True Marks means all True graphics, logos, trademarks, service marks, and trade names, including third-party names, product names, and brand names relating to TrueConnect.

TrueConnect Services

  1. Services

    1. utilize a terminal which transfers machine and operations data from Equipment to a cloud-based server solution, storing and processing such data, and
    2. include a portal and dashboard whereby Customer may access and visualize such data.
  2. The Services include only those Services set forth in the Terms and expressly exclude any services offered by any underlying wireless provider other than those which True uses to provide Services. Underlying wireless provider range and signal strength may vary by location, date, time, and circumstances. True does not guarantee or assume any liability for underlying wireless provider availability, access, coverage, range, or signal strength.
  3. The Hardware transmits designated Monitoring Data from Equipment to True cloud-based servers. During the Subscription Period, Customer may access the designated Monitoring Data for each asset in which the Hardware is installed.

Access and Use

  1. Access Rights. Subject to and conditioned on Customer’s payment of Fees and compliance with these Terms, True grants each Authorized User a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term, solely for internal business operations. True shall provide the necessary instructions, passwords, and access credentials to TrueConnect.
  2. Subscription Agreement. To access TrueConnect, Customer must sign a binding non-sublicensable, non-transferrable Subscription Agreement for each individual piece of Equipment. Upon payment, receipt and validation of the Subscription Agreement signed by Customer, True will activate the subscription. True may refuse an activation request in case of export restriction, technical constraints, or for any reason. Upon expiration of the Subscription Period, Customer’s access to TrueConnect will cease and does not automatically renew. If Customer elects to renew the subscription, it must authorize a new Subscription Agreement. For uninterrupted services, Customer must request renewal for True’s approval before the end date of the current subscription.
  3. Documentation License. True grants Customer a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use Documentation during the Term solely for Customer’s internal business purposes.
  4. Use Restrictions and Abuse Prevention. Customer shall not permit a user, authorized or otherwise, to use the Services, Software, or Documentation beyond the scope of access granted. Customer shall use all reasonable efforts to prevent unauthorized access to, or use of, TrueConnect, and shall notify True promptly of any such unauthorized access or use.

    1. Prohibited Activities. Customer shall not, and shall not permit any user to, directly or indirectly:

      1. Copy, modify, or create derivative works of TrueConnect, any software component of the Services, or Documentation, in whole or in part;
      2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted;
      3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to TrueConnect or any software component of the Services, in whole or in part;
      4. Remove any proprietary notices from the Services or Documentation;
      5. Use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule;
    2. Engage in, permit, or facilitate any abuse or fraudulent use of TrueConnect, including but not limited to:

      1. Accessing, altering, or interfering with the communications of and/or information about another customer of True or any underlying wireless provider;
      2. Rearranging, tampering with, or making an unauthorized connection to any underlying wireless provider’s network;
      3. Installing any amplifiers, enhancers, repeaters, or other devices that modify the radio signals or frequencies upon which the Services are provided or operating the Hardware in a manner that violates applicable law or governmental regulation;
      4. Using TrueConnect in a manner that interferes unreasonably with the use of service by other customers or end users, or that interferes unreasonably with True’s or any underlying wireless provider’s ability to provide service;
      5. Using TrueConnect to convey hateful, obscene, prurient, defamatory, salacious, or unlawful information, or copyrighted content that is not the property of Customer;
      6. Using TrueConnect without permission on stolen or lost Equipment;
      7. Unauthorized access to TrueConnect or any underlying wireless provider’s service;
      8. Using TrueConnect to provide voice over IP services, or tethering or tapping into TrueConnect;
      9. Using any scheme, false representation, or false credit device with the intent to avoid payment, in whole or in part, for Services;
      10. Unauthorized modification of Hardware, Terminal, Hardware settings, or Software;
      11. Unauthorized access to, use of, alteration of, or destruction of TrueConnect data files, programs, procedures, or information related to Customer or any other True customer;
      12. Use with the intent to reverse engineer or clone TrueConnect, or any attempt to create a substitute or similar service through use of, or access to, TrueConnect;
      13. Use for any unlawful, illegal, or fraudulent purpose.
  5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to True. Customer acknowledges True may compile Aggregated Statistics based on Customer Data input into TrueConnect. Customer agrees True may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to improve or alter TrueConnect (including, without limitation, training of artificial intelligence and to generate derivative data based on True IP).
  6. Reservation of Rights. True reserves all rights not expressly granted to Customer. Except for the limited rights and licenses expressly granted, nothing in the Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to True IP.
  7. Suspension. Notwithstanding anything to the contrary, True may temporarily suspend access to any portion or all of the Services if:

    1. True reasonably determines:

      1. there is a threat or attack on True IP;
      2. use of the True IP disrupts or poses a security risk to the True IP or to any other True customer or vendor;
      3. use of the True IP is for fraudulent or illegal activities;
      4. subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
      5. True’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law;
    2. any True vendor has suspended or terminated True’s access to or use of any third-party services or products required to enable Customer to access the Services;
    3. in accordance with Section 10) – Fees and Payment. True shall use commercially reasonable efforts to provide written notice of Service Suspension and to provide updates. True shall use commercially reasonable efforts to restore access as soon as reasonably possible. True will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other Authorized User may incur because of a Service Suspension.

Hardware and Software

Customer is responsible for Customer and Authorized User use of the Software, Hardware, and any of their components. Software contains proprietary code of True or third parties and may include third party code separately licensed as specified in any Documentation. True grants to Customer a non-exclusive, revocable license to use the Software solely a) in conjunction with use of TrueConnect, and b) with Hardware. Customer agrees True may update the Software as often as True deems appropriate. True is not liable for any data loss due to service interruption or updates.

Transfer of Equipment

Before Customer transfers possession of the Equipment, Customer must provide adequate prior notice to True and cancel the associated subscription.

New Services

True may make available new features (New Services) which may be subject to additional terms and conditions or require a separate agreement or consent.

Customer Responsibilities.

  1. Account Use. Customer is responsible and liable for all uses of the Services and Documentation, whether such access or use is permitted by or in violation of this Agreement. Customer agrees to access TrueConnect via the TrueConnect application in the manner intended. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its users, and any act or omission that would constitute a breach if taken by Customer will be deemed a breach of this Agreement. Customer shall make all users aware of this Agreement’s provisions as applicable to such use of TrueConnect and shall cause users to comply with such provisions.
  2. Customer Data. Customer grants to True a non-exclusive, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display the Customer Data incorporated within the Aggregated Statistics and perform all acts with respect to the Customer Data as may be necessary for True to provide the Services. Customer will ensure that Customer Data and any use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
  3. Passwords and Access Credentials. Customer is responsible for keeping passwords and access credentials associated with TrueConnect confidential. Customer will not sell or transfer such credentials to any other person or entity. Customer will promptly notify True about any unauthorized access to its passwords or access credentials.
  4. Third-Party Products. TrueConnect may permit access to Third-Party Products. Such Third-Party Products are subject to their own terms and conditions. Customer must agree to abide by the applicable terms for any such Third-Party Products to install, access, or use such Third-Party Products.

TrueConnect SMS/Voice Communications.

  1. Program Description: The Services enable you to receive TrueConnect SMS text messages from True pursuant to the Subscription Agreement you sign for each piece of Equipment.
  2. Consent: By providing your mobile phone number and opting in through TrueConnect, you consent to receive SMS text messages from True and agree to comply with applicable federal and state laws, telecommunications regulations, and industry standards.
  3. Opt-Out Instructions: You may opt out of receiving messages at any time by following the instructions provided in the message or by contacting True directly as set forth in Section 26 Notice. We reserve the right to terminate or suspend access to the Services at any time, with or without cause and without prior notice.
  4. Frequency and Content: Message frequency may vary depending on the type of information requested and your preferences. By opting in, you agree to receive messages which may include timely notification of an issue with your Equipment whenever that issue arises. Opting in to receive messages includes your agreement to receive messages from True outside normal business hours. True will make reasonable efforts to deliver messages promptly. However, we do not guarantee the delivery or timeliness of any messages. We are not responsible for any delays, errors, interruptions, or failures in message delivery. You agree to indemnify True against any claims related to SMS messaging misuse.
  5. Privacy and data collection: True is committed to protecting your privacy and personal information. True will only use your mobile phone number and other personal information in accordance with our Privacy Policy, which can be found on our website.
  6. Costs and charges: Standard message and data rates may apply. Your mobile carrier’s standard messaging and data charges apply to all SMS text messages sent and received. Contact your mobile carrier for details.

Customer Support

  1. Availability. Subject to these Terms, True shall use commercially reasonable efforts to make the Services available at https://connect.truemfg.com.
  2. Support. These Terms do not entitle Customer to any dedicated support for TrueConnect. True provides multiple customer support options for its products via their websites which Customer may access, and may contact True as set forth in Section 26 Notice.

Fees and Payment

Except as otherwise specified herein or as specified in a Subscription Agreement, Customer shall pay True the Fees within thirty (30) days from the invoice date without offset or deduction. True reserves the right to increase Fees periodically. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting True’s other rights and remedies:

  1. True may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
  2. Customer shall reimburse True for all costs incurred by True in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees;
  3. if such failure continues for ninety (90) days or more, True may suspend, in accordance with Section 3(g)-Suspension, access to any portion or all of the Services until such amounts are paid in full.

All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on True’s income.

Confidential Information

Periodically during the Term, True and Customer may disclose or make available to the other (Receiving Party) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is:

  1. in the public domain;
  2. known to the Receiving Party;
  3. rightfully obtained by the Receiving Party on a non-confidential basis from a third party;
  4. independently developed by the Receiving Party.

The Receiving Party shall not disclose the other party’s (Disclosing Party) Confidential Information to any person or entity, except to the Receiving Party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order“), provided that the Receiving Party shall first provide the Disclosing Party with:

  1. prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
  2. reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the Receiving Party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Both parties shall implement and maintain appropriate security measures to protect the confidentiality and integrity of the Confidential Information. This includes, but is not limited to, encryption, access controls, and secure storage.

Privacy Policy

True complies with its privacy policy, available at (Privacy Policy“), in providing the Services. The Privacy Policy is subject to change. By accessing, using, and providing information to or through TrueConnect, you acknowledge that Customer and its Authorized Users have reviewed and accepted Trues Privacy Policy, and consent to all actions taken by True with respect to Customers information in compliance with the then-current version of Trues Privacy Policy.

Intellectual Property Ownership

Customer acknowledges and agrees that the Services are provided under license, and not sold, to Customer. Customer does not acquire any ownership interest in TrueConnect, Services, or any data produced by or through it under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all Terms under this Agreement. True owns all right, title, and interest, including all intellectual property rights, in and to TrueConnect. Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data.

  1. True Marks. All True Marks are the trademarks of True. Customer shall not use any True Marks without True’s prior written permission, which shall be at the sole and exclusive discretion of True.
  2. Feedback. True is free to use Feedback irrespective of any other obligation or limitation governing such Feedback. All Feedback is and will be treated as non-confidential. Customer assigns to True on its behalf, and shall cause its employees, contractors, agents, and Authorized Users, to assign, all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback. True is not required, but is free to use, without any attribution or compensation to Customer, their employees, contractors, agents, Authorized Users, or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

Data Collection and Ownership

  1. Collection of Data to provide the Services. All Monitoring Data is owned by True. Customer has a limited license to access and use Monitoring Data strictly in accordance with these Terms. Monitoring Data includes:

    1. Equipment information, including model number, serial number, order number, software and hardware version numbers, performance, and configuration.
    2. Electronic data, including sensor logs, trends, histograms, event data, alerts, digital state data, fault codes, daily and cumulative energy consumption, service hours, electronic data files downloaded manually or automatically from Equipment, troubleshooting data, and other data, depending on the customer and equipment.
    3. Inspection data, including results of inspections using a True or third-party inspection system.
    4. Device location information, including the physical location of Equipment (e.g., determined using satellite, GPS, cell phone tower, Bluetooth, Wi-Fi signals or other methods).
    5. Service and maintenance history inputs and outputs, including records of all maintenance, repair, replacement and modification to Equipment, component life (history of usage and wear life of a component), maintenance schedule, planned maintenance, warranty coverage data, maintenance and repair contracts, service intervals (scheduled interval for planned maintenance of component replacement activities for Equipment), component lists (lists of parts that make up Equipment) and service letters (describing special service actions recommended by True to address issues with Equipment).
  2. Call Data Records. Underlying wireless providers may generate call data records (CDRs) for billing and invoicing purposes, and the underlying wireless providers may retain the CDRs for longer than a ninety (90) day period, in accordance with applicable law.
  3. Data Privacy and Compliance. True will process all data and provide underlying services in line with applicable laws and regulations. Further details regarding personal information are provided in the https://www.truemfg.com/privacy-policy/.

Limited Warranty and Warranty Disclaimer

  1. True warrants that it provides Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND TRUE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. True makes no claims or promises with respect to any third party. Accordingly, True is not liable for any loss or damage that might arise from actions or inactions of third parties, including, for example, if a user misuses Customer’s content or identity. Customer use of third-party content is at their own discretion and risk.
  2. Customer Warranty. Customer warrants that Customer and its employees, consultants, contractors, agents, and users who access the System are Authorized Users in good standing and their use of the Services will comply with these Terms and all applicable laws.
  3. Except for the limited warranty set forth in Section 15(a), the Services are provided “as is”, with all faults and on an as-available basis, and Customer’s use of TrueConnect is at its own discretion and risk. True makes no representations, warranties, claims or promises about the quality, accuracy, or reliability of the Services, availability or uptime, or content. TRUE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRUE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRUE MAKES NO WARRANTY OF ANY KIND THAT THE TRUECONNECT SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  4. True shall endeavor to notify Customer at least twenty-four (24) hours in advance of all Scheduled Downtime.
  5. While providing the Services, True does not guarantee that the service will be secure or free from bugs or viruses. Customer is responsible for configuring its own information technology to access TrueConnect and it is strongly advised that Customer uses its own virus protection software.
  6. Customer’s sole and exclusive right and remedy in case of dissatisfaction with TrueConnect, or any other grievance, shall be the termination and discontinuation of access to or use of TrueConnect.

Indemnification.

  1. True Indemnification

    1. True shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (“Losses“), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that TrueConnect, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights/US patents, copyrights, or trade secrets, provided that Customer promptly notifies True in writing of the Third-Party Claim, cooperates with True, and affirms that True retains sole authority to control the defense and settlement of such Third-Party Claim.
    2. If such a Third-Party Claim is made or either Party reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit True, at True’s sole discretion, to (1) modify or replace the Services, or component or part thereof, to make it non-infringing, or (2) obtain the right for Customer to continue use. If True determines that neither alternative is reasonably available, True may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section sets forth Customer’s sole remedies and True’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that TrueConnect infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.
    3. Section 16(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.
  2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at True’s option, defend True and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim:

    1. that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or
    2. based on Customer’s or any user or Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement;

    provided that Customer may not settle any Third-Party Claim against True unless True explicitly consents in writing to such settlement, and further provided that True will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Limitations of Liability

IN NO EVENT WILL TRUE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER TRUE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL TRUE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO TRUE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Term and Termination

  1. Term. The term of this Agreement begins on the Effective Date and continues until terminated.
  2. Termination. In addition to any other express termination right set forth:

    1. True may terminate this Agreement for any reason upon thirty (30) days’ advance written notice. Customer may terminate this Agreement for any reason upon sixty (60) days’ advance written notice.
    2. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (1) is incapable of cure; or (2) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
    3. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party:

      1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
      2. files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
      3. makes or seeks to make a general assignment for the benefit of its creditors; or
      4. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  3. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the True IP. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
  4. Survival. This Section 18(d), Sections 10-Fees, 11-Confidentiality, 16-Indemnification, 17-Limitations of Liability, 20-Import and Export Compliance, 21-Governing Law and Jurisdiction, 22-Dispute Resolution, 24-Notice, 27-Entire Agreement, and any right, obligation, or required performance of the Parties which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

Modifications.

You acknowledge and agree that True has the right, in Trues sole discretion, to modify these Terms periodically, and that modified terms become effective on posting. True will notify Customer of modifications through notifications or posts on True Connect, or direct text or email communication. Customer is responsible for reviewing and becoming familiar with modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. True will provide at least sixty (60) days’ advance notice of changes to any service level that True reasonably anticipates may result in a material reduction in quality or services.

Right to Audit.

True or its representatives, agents or designees, have the right to audit Customer and its subcontractors, suppliers or agents facilities, processes and business records to confirm compliance with Customers obligations under this Agreement related to Customers use of the Services. This right is subject to the Agreements Confidentiality provision, reasonable notice, and performance in a reasonable manner. All such books, accounts and records shall be kept in accordance with generally accepted accounting standards.

Publicity.

Party may reference the name or logo of the other Party in lists of customers or vendors or otherwise without the written consent of the other Party. Neither Party may issue a press release relating to this Agreement without the other Party’s prior written consent.

Import and Export Compliance

TrueConnect utilizes software and technology subject to US export control laws. Both Parties agree to comply with all applicable import, export, and re-export control laws and regulations, including, but not limited to, the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR) maintained by the U.S. Department of State. Customer acknowledges TrueConnect may be subject to the import and/or export control laws of one or more countries and, accordingly, import, export, and re-export may be restricted or prohibited. Customer shall not, directly or indirectly, export, re-export, release, or make TrueConnect, its hardware, software, data, or technology accessible from any jurisdiction or country prohibited by law, regulation, or rule, without obtaining prior written consent from True and any applicable governmental entity. Customer shall comply with all federal laws, regulations, and rules and complete all required undertakings, including obtaining necessary export licenses or other governmental approvals, prior to exporting, re-exporting, releasing, or otherwise making TrueConnect or its hardware, software, data, or technology available outside the US.

  1. Prohibited Users and Destinations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria. You also represent and warrant that you are not on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) and Blocked Person List.

Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of, or related to, the Terms or the rights granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Missouri in each case located in the City of St. Charles and County of St. Charles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Dispute Resolution

Before initiating any formal dispute resolution process, you agree to first notify us of the dispute and attempt to resolve it informally. The Parties agree to use best efforts to resolve the dispute through good faith negotiations. If the dispute cannot be resolved informally, it shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with AAA Rules. The arbitration will be conducted in the City of St. Charles and County of St. Charles, Missouri. Each Party will be responsible for paying any filing, administrative, and arbitrator fees in accordance with the AAA Rules.

  1. Class Action Waiver. You agree that any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis, and not as a class action or other representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration.
  2. Exception. Small Claims Court. Notwithstanding the Parties’ agreement to resolve disputes through arbitration, either Party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
  3. Opt-Out Procedure. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions by sending written notice of your decision to opt-out within thirty (30) days of starting your first use of TrueConnect. Your notice must include your name, address, and a clear statement that you want to opt-out of this arbitration agreement and class action waiver.

Force Majeure

Neither Party shall be liable to the other for the non-performance or delayed performance of a mandatory obligation if this non-performance or delay is attributable to a case of force majeure, natural disaster, strike, pandemic, epidemic, fire, strike, war, act of terrorism, civil unrest, compliance with laws or official orders or other events or casualty, which are outside the sphere of influence of the other Party, provided that such Party gives immediate written notification of this circumstance and resumes performance as quickly as possible, and provided that the other Party can terminate this Agreement if this circumstance persists longer than ninety (90) days and the delayed Party has not indicated that it will be in a position to resume performance of its obligations within a reasonable time frame. Notice

Any notices to True must be in writing and shall be deemed to have been made when they have been received by mail to:

True Manufacturing Co., Inc.
Attention: Legal Department
2001 East Terra Lane
O’Fallon, MO 63366-4434
  1. Electronic communication. Notwithstanding the foregoing, you hereby consent to receiving electronic communications. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to TrueConnect. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  2. Contact Information. You may contact True at 800-325-6152 during typical business hours which are generally Monday through Friday 7:00 a.m. C.S.T to 6:00 p.m., Saturday 8:00 a.m. to 12:00 p.m. You may also contact True via: service@truemfg.com, or by mail at 2001 East Terra Lane, O’Fallon, MO 63366-4434.

Severance, Waiver

The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. If a provision of these Terms proves to be unenforceable, this shall not affect the enforceability of the other provisions. The Parties shall replace the provision concerned with an enforceable provision which reflects, as closely as possible, the intention and economic effect of the provision concerned. Any failure to act by True with respect to a breach by Customer or others does not constitute a waiver and will not limit Trues rights with respect to such breach or any subsequent breaches.

Assignment.

This Agreement is personal to Customer and may not be assigned or transferred for any reason without Trues prior written consent and any action or conduct in violation of the foregoing will be void and without effect. True expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

Entire Agreement

This Agreement reflects the full Agreement of the Parties with respect to its subject matter and replaces all previous documents, discussions, and arrangements with respect to the object of the Agreement. All additional or conflicting terms and conditions proposed by the Customer or contained in a purchase order will be rejected and shall only be effective following the express written approval by True.