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EFFECTIVE FEBURARY 2019

Terms of Use

LAST UPDATED: August 2, 2024

 

THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING THE SITE OR USING OUR SERVICES.

 

THESE TERMS OF USE CONTAIN DISCLAIMERS OF WARRANTIES, EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY, A DISPUTE RESOLUTION AND BINDING ARBITRATION CLAUSE,  CLASS ACTION WAIVER, AND JURY TRIAL WAIVER, THAT EACH APPLY TO THE EXTENT PERMITTED BY LAW AND AFFECT YOUR RIGHTS. IN ARBITRATION THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THESE TERMS OF USE CAREFULLY.

 

1. Acknowledgement and Acceptance

 

These Terms of Use (the “Terms of Use”, “Terms”, or “Agreement”) is a binding agreement between you (“User”, “you”, or “your”) and True Citrus Company (referred to as “True Citrus”, “we”, “us”, or “our”) and applies to your access and use of the True Citrus website, www.truelemon.com (the “Site”), and any other website, mobile application, and online service, program, or domains by which we provide our products and services or these Terms and Conditions are posted, linked, or incorporated by reference (collectively referred to with the Site as the “Services”).

 

BY USING OR REGISTERING ON THE SITE OR OTHERWISE USING OR ACCESSING OUR SERVICES YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE, AS WELL AS OUR PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE; (2) REPRESENT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, AND, IF ENTERING INTO THIS AGREEMENT FOR A LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT LEGAL ENTITY; AND (3) ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU ARE TO BE BOUND BY ITS TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS, REGISTER, OR USE THE SITE OR ANY OF OUR SERVICES.

 

Some of our products and services may be subject to additional terms and conditions, or guidelines (“Additional Terms”) (for example, contest, special offers, or custom content). In the event that any provision of the Terms conflict with the Additional Terms, then the Terms shall control.

2. Right to Modify Terms

 

We reserve the right, at our sole discretion, to change, modify, or amend any part of these Terms, in whole or in part, at any time, without prior notice. All changes to these Terms are effective immediately upon being posted to the Site. You are responsible for regularly reviewing these Terms.  Your continued use of the Site following any changes to these Terms and after the “Last Updated” date at the beginning of these Terms shall constitute your acceptance of these changes.

 

3. Registration

 

In order to access the Site or Services, you may be required to register and create an account (such process and the information provided during such process, as amended from time to time through your login to your account in accordance with these Terms is referred to as the “Registration”).  You represent and warrant that all of the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information.  The failure to do so may further limit your ability to use the Services and affect the accuracy and effectiveness of the same.

 

4. Your Responsibilities and Restrictions

 

You may only create and hold one account for the Site and our Services for your personal use.  You must be at least 18 years old to use or create an account for use of the Site.  If you are a minor in the jurisdiction in which you reside, you must have the permission of, and be directly supervised by, your parent or legal guardian to use the Site, and your parent or legal guardian must read and agree to this Agreement prior to your using the Site.

 

You also agree that you are responsible for securely managing the confidentiality of any of your account information including, without limitation, any usernames, passwords, personal identification numbers, and any other codes that you use to access our Services.  You may not provide your Registration to anyone else to access the Services.  You must keep your password strictly confidential and you accept and acknowledge full responsibility and liability for all activities that occur under your Registration.  You will notify us immediately if you believe that your Registration or device you use to access the Site or Services has been lost or stolen or that someone is using your account without your permission.  You should regularly log into the Site and Services to ensure that no unauthorized activity has occurred.

 

You accept full responsibility and liability for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, or remove content in its sole discretion.

 

To use the Site, you must have the compatible device, and we do not warrant that the Site will be compatible with all devices.  You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Site.  Use of the Site requires Internet access or mobile data, which may be subject to additional fees or charges.  You will be responsible for all fees and charges incurred with respect to using the Site.  We reserve the right to withdraw or amend the website and any service, product, solution, or material we provide as part of our Services.  We will not be liable if for any reason all or part of the Services is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Services to you.

 

You agree not to attempt to log on to the Site from any country under sanctions by the Office of Foreign Assets Control (OFAC). Information regarding which countries are under sanctions may be obtained on the U.S. Department of the Treasury website. Any attempt to log on to the Services from one of these countries may result in your access being restricted and/or terminated. We reserve the right to suspend or  terminate Registrations, restrict access to all or certain portions of the Site, or remove content in our sole discretion.

 

5. Consent to Collect Technical Data

 

We may collect technical information and use certain technologies, including pixel technology, to collect and analyze technical data relating to the provision, use and performance of the Site, our Services, and related systems.  This technical data may include your Internet protocol (IP) address, the company name from which you are browsing our Services, your browser type and version, time zone setting, operating system and platform, and information about your visit to the website including the full Uniform Resource Locators (URL), clickstream to, through and from our Site, including the date and time.  By visiting and using the Site and our Services, you hereby consent to and agree to the pixel technologies and/or other software, our collection of this data by us and that we will be free (during and after the term hereof) to (i) use such data to improve and enhance the website and for other development, diagnostic, and corrective purposes in connection with the website and our Services; (ii) disclose such data in aggregated or de-identified from in connection with its business; and (iii) otherwise use and disclose such data as set forth in our Privacy Policy.

 

6. Ownership and Intellectual Property Rights

 

The Services and its entire contents, features, functionality, and services (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by and the exclusive property of True Citrus, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  You acknowledge and agree that you do not acquire any ownership rights to the Site or any Services through this Agreement or by use of the Services.

 

You acknowledge and agree that we have and retain exclusive and valid ownership of all anonymized statistical information regarding use of the Services.  You may not otherwise use, reproduce, download, store, post, broadcast, transmit, modify, sell or make available to the public content from the Services without our prior written approval.

 

You may suggest improvements and/or communicate to us ideas, feedback, inventions, discoveries, or concepts (“Ideas”) during the term of this Agreement, and you and us may discover or create the Ideas jointly with us.  Such Ideas may include ideas for new or improved products, services, concepts, know-how, and/or techniques.  You agree that any such Idea shall be and remain solely the property of True Citrus and/or our licensors and may be used and sold, licensed, or otherwise provided by True Citrus and/or its licensors to third parties, or published or otherwise publicly disclosed, in True Citrus’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you.  You hereby assign to True Citrus any and all of your right, title, and interest in and to any such Ideas.

 

7. Your Data, Usage Data, Communications

 

In order for us to provide the Site and Services, you grant to us a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered into, submitted, posted, or otherwise provided to or through the Site or Services by you (“Data”) to the extent necessary for True Citrus to: (1) provide the Site and our Services; (2) perform our obligations under this Agreement; (3) attribute content to you; (4) compile analyses and statistical information from Data regarding usage or performance of the website or our Services and user engagement; (5) provide, monitor, correct, enhance, and improve the Services; (6) develop new products or services; and (7) accomplish other internal business purposes or as described in our Privacy Policy.

 

True Citrus has no obligation to monitor you or any other user’s use of the Site, but reserves the right to monitor your use of the Site including, without limitation, your use of any Registration or account to access the Site and any Data submitted by you.  True Citrus may remove any Data that it believes, in its sole discretion, violates these Terms or applicable law.

 

You also grant to True Citrus a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that True Citrus has and retains exclusive and valid ownership of all Deidentified Data. True Citrus shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies (“Usage Data”), and you acknowledge and agree that True Citrus has and retains exclusive and valid ownership of all Usage Data.

 

By using or accessing Site or submitting your Data you represent and warrant that: (i) you own or otherwise control all of the rights to your Data necessary to grant the licenses granted in these Terms; (ii) your use of your Data will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, right of trade secret or confidentiality, contractual right, or violate these Terms, Additional Terms, the Privacy Policy or any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject; (iii) you will comply with all applicable laws, contracts and/or agreements, at your sole expense and liability, in connection with your use of or access to Site and our Services; and (iv) you will only submit Data that may be used in accordance with the licenses you have granted herein.

 

You acknowledge and agree that True Citrus shall not be liable to you or any third party for accepting or rejecting your Data or for deleting or not deleting your Data, in whole or in part. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent permitted by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, ransomware, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or any Services obtained through the Site or to your downloading of any content posted on it or on any Site linked to it.

 

8. User Conduct

 

You agree to use the Site and Services only for lawful purposes and in accordance with the Privacy Policy and Agreement.  Transmitting, distributing, or storing any material that violates any applicable law or the Privacy Policy is prohibited.   

 

Specifically, you agree not to use the Site and Services:

 

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, ay laws regarding the export of data or software to and from the United States or other countries), or promote any illegal activity, or advocate, promote or assist any unlawful act.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “spam” or any other similar solicitation or post any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, invasive of privacy or publicity rights, or otherwise objectionable.
  • To impersonate or attempt to impersonate True Citrus, one of our employees, another user, or any other person or entity (including, without limitation, by using email addresses identifying information associated with any of the foregoing).
  • To make any representations that are likely to deceive any person or give any impression that materials or content emanate from or are endorsed by us or any other person or entity, if this is not the case.
  • To engage in any other conduct that, as determined by us, may harm us or users of the Services or expose them to liability.
  • To infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.  Infringement may result from the unauthorized copying, distribution and/or posting of pictures, logos, software, articles, musical works, and videos.

Additionally, you agree not to:

  • Directly, indirectly, alone, or with another party, (i) copy, download, disassemble, reverse engineer, or decompile the website or Services or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, create derivative works based upon, or translate the Services; (iii) transfer or otherwise grant any rights in the Services in any form to any other party, nor shall you attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.
  • Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
  • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying of the material on the Services.
  • Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Services.
  • Introduce any viruses, trojan horses, worms, logic bombs, keystroke logger, or other material which is malicious or technologically harmful including, but not limited to, attacking the Services via a distributed denial-of-service attack.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the website or Services is stored, or any server, computer or database connected to or associated with the Services.
  • Screen scrape, monitor, mine, copy, mirror, or otherwise conduct any systematic or automatic data collection activities in relation to the Services.
  • Otherwise attempt to interfere with the proper working of the Services.

9. Third-Party Sites, Applications, and Technologies

 

These Terms are only applicable to the Site and do not apply to any third-party websites, applications, or technologies.  This Site may contain links to, and media and other content from, other Internet sites that other third parties own or operate. We do not have any control over these third-party websites.  Because of the dynamic media capabilities of the Services, it may not be clear to you which of the links are to the Site and which are to external, third-party websites.  If you click on an embedded third-party link, you will be redirected away from the Site to the external third-party website.  You can check the URL to confirm that you have left the Site.

 

If you choose to link to a third-party website, we cannot and do not: (i) guarantee the adequacy of the privacy and security practices employed by or the content and media provided by any third parties or their websites; (ii) control third parties’ independent collection nor use of your personal information; (iii) endorse any third-party information, products, services, or websites that may be reached through embedded links on the Site; and (iv) make no warranties, either express or implied, concerning the content of such site., including the accuracy, completeness, reliability, or suitability thereof for any particular purpose, nor do we guarantee that such site or content is free from any claims of copyright, trademark, or other infringement of the rights of third parties or that such site or content is devoid of viruses or other harmful code.

 

Any personal information provided by you or automatically collected from you by a third party will be governed by that party’s privacy policy and terms and conditions.  If you are unsure whether a website is controlled, affiliated, or managed by us, you should review the privacy policy and practices applicable to each linked website.  We have not reviewed all the sites linked to the Site, and we are not responsible for any changes to or content on them and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk.

 

10. Linking to the Website and Social Media Features.

 

You may link to the Site’s homepage, provided you do so in a way that complies with all applicable laws.  However, you must not establish a link in such a way as to suggest any form of association, approval, or endorsement by or with True Citrus without our express written consent.

 

The Site may provide certain social media features that enable you to: (a) link from your own or certain third-party websites to certain content on this Website; (b) send e-mails or other communications with certain content, or links to certain content, on this Website; and/or (c) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided to us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not: (a) establish a link from any website that is not owned by you; (b) cause the Site or any portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (c) link to any part of the Website other than the homepage; or (d) otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms. We may disable all or any social media features and any links at any time without notice in our discretion.

 

11. Limited Right to Use

 

Subject to these Terms, True Citrus grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Services for use solely by you and/or your professional organization and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use.  All rights with respect to the Services not explicitly granted herein are reserved by True Citrus.

 

You agree not to reproduce, copy, sell, resell, or exploit for any commercial purpose any portion of the Services, use of the Services, or access to the Services.  You also agree not to forward, disseminate, or resell the contents of the Services without express permission from True Citrus.

 

12. DISCLAIMER OF WARRANTIES

 

THE SITE, SERVICES, AND ALL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, THE CONTENT, AND ALL MATERIALS, YOUR USE OF THE SERVICES, THE CONTENT, OR MATERIALS OBTAINED THROUGH THEM IS AT YOUR OWN RISK.  TRUE CITRUS, ITS AGENTS, AND ITS LICENSORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SITE OR SERVICES. YOU ACCESS SUCH CONTENT OR INFORMATION AT YOUR OWN RISK.

 

WE DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, THE CONTENT, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM, OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE NEITHER US OR NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, SERVICES OR ITS CONTENT.

 

YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS IN THE COMPLETION OR TRANSMISSION OF A REQUEST FOR A PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO, SUCH ERRORS OR DELAYS CAUSED BY INCORRECT INFORMATION PROVIDED BY YOU OR TECHNICAL PROBLEMS BEYOND OUR REASONABLE CONTROL.  WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN OUR CONTENT OR SERVICES.

 

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE SITE OR SERVICES. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE.  YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICES FOR ANY RECONSTRUCTION OF LOST DATA. FURTHERMORE, WE DO NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES OR ITS CONTENT OR INFORMATION WILL BE SECURE AND/OR COMPATIBLE WITH YOUR BROWSER OR OTHER WEBSITE-ACCESSING PROGRAM.  WE DOS NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR DUE TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY THIRD-PARTY WEBSITE LINKED TO IT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  IN SUCH INSTANCES, THE LIABILITY OF TRUE CITRUS AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH LAW.

 

13. Content and Materials

 

The information on the Site and Services is solely for information purposes only. We use reasonable efforts to update the information on the Services and the content on the Services may be updated from time to time without notice.  It may not necessarily be complete or up-to-date at any given time.  We do not warrant the accuracy, completeness or usefulness of this information (including any product, service, description, photograph, or other information).  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

 

 

14. LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRUE CITRUS AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH TRUE CITRUS, THE “TRUE CITRUS ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES THAT ARISE FROM, OUT OF, OR IN ANY WAY ARE CONNECTED TO THE USE OF THE SITE OR SERVICES, THE DELAY OR INABILITY TO USE THE SAME, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SITE.  THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE OR INABILITY TO USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, INCREASED COSTS, DIMINUTION IN VALUE, LOSS OF GOODWILL OR REPUTATION, ANY BREACH OF DATA OR SYSTEM SECURITY, LOSS OF OR DAMAGE TO PROPERTY, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, COMPENSATORY, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH WERE OTHERWISE FORESEEABLE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT YOU ARE ENTITLED TO DAMAGES FOR ANY CLAIM ARISING FROM THE USE OF THE SITE OR SERVICES, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE TRUE CITRUS ENTITIES SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU SPECIFICALLY PAID TO TRUE CITRUS OR $100.00.

 

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES , THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF THE TRUE CITRUS ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

 

15. INDEMNIFICATION

 

You agree to indemnify, defend, and hold harmless the True Citrus Entities and it successors and assigns from any and all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal regulatory agency or commission, and including reasonable attorneys’ fees and all other costs, fees, and expenses (collectively, “Claims”) against any of the True Citrus Entities to the fullest extent permitted by law arising out of or in connection with: (i) your breach of the Privacy Policy or these Terms; (ii) your violation of the rights of any third party including, without limitation, any copyright, trademark, property right, or privacy right; (iii) any information, content, or Materials that you provide, submit, post, transmit, or otherwise make available through our Site and Services; (iv) your use of the Services; (v) any breach or violation of applicable law by you; (vi) any claim that information, content, or Materials provided by you caused damage or loss to a third party; or (vii) any of your acts or omissions.   

 

You will not settle any indemnified Claim without the prior written consent of True Citrus, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, the True Citrus Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to the True Citrus Entities pursuant to this Section. This defense and indemnification obligation will survive your use of the Site or Services and any termination of the Privacy Policy and this Agreement.

 

16. Copyright Notices

 

True Citrus respects the intellectual property rights of others and expects our users to do the same. If you believe that any materials accessible on or from the Site infringe on your copyright , please provide True Citrus’s Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, summarized as follows: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online website is covered by a single notification, a representative list of such works at that website; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office.

 

Pursuant to the DMCA, written notification of any claimed copyright infringement must be submitted to True Citrus’s Designated Copyright Agent using the following contact information:

 

True Citrus Company

Attn: True Citrus Consumer Affairs

11501 Pocomoke Court

Suite D

Baltimore, Maryland 21220

Email: customercare@truecitrus.com

 

ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.

 

17. DISPUTE RESOLUTION (ARBITRATION CLAUSE)

 

Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third party (or arbitrator) for a decision that is binding on the parties. PLEASE READ THIS PROVISION CAREFULLY AS IT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND TRUE CITRUS SHALL BE RESOLVED BY BINDING ARBITRATION.

 

You and True Citrus each agree to submit to binding arbitration in the event of a dispute, controversy or claim between you and True Citrus (each, a “Dispute”) arising out of or in connection with these Terms, the use of the Site or Services that may be provided by or through the Site, and any claims against the other relating to Services provided or billed to you.

 

For all Disputes, whether pursued in court or arbitration, you must first give written notice to True Citrus and provide an opportunity to resolve the Dispute.  Any written notification to True Citrus under this section shall be: (1) mailed to True Citrus Company, Attn: True Citrus Consumer Affairs, 11501 Pocomoke Court, Suite D, Baltimore, MD 21220 and (2) by email to: customercare@truecitrus.com with “PRE-ARBITRATION CLAIM RESOLUTION NOTICE” contained in the subject line of the email.  Upon receipt of the written notice under this section, you and True Citrus shall negotiating in good faith in an attempt to resolve the Dispute.

 

If the Dispute is unable to be resolved within forty-five (45) days upon receipt of your written notice by True Citrus, either party may initiate arbitration proceedings regarding the Dispute., The arbitration will be held in Baltimore County, Maryland before a single arbitrator on an individual basis and in no event shall it be a class action. The arbitration shall be administered by JAMS (www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and True Citrus shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party.

 

Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate True Citrus’s intellectual property rights, True Citrus may seek (and you will not contest) immediate, temporary, or permanent injunctive relief in any local or federal court in the Albany NY, and you consent to exclusive jurisdiction and venue in such courts.

 

The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

 

18. CLASS ACTION AIVER

 

YOU AND TRUE CITRUS ACKNOWLEDGE AND AGREE THAT YOU ARE EACH EXPRESSLY WAIVING THE RIGHT TO FILE A CLASS ACTION, PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER, OR OTHERWISE SEEK RELIEF ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE OTHER.  YOU AND TRUE CITRUS MAY NOT BE PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR REPRESENTATIVE CAPACITY.

 

19. CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL

 

To the maximum extent permitted by law, the laws of the State of Maryland (without giving effect to its conflicts of laws principles) govern all matters or Disputes arising out of or relating to the Site, Services, these Terms, and all transactions it contemplates including, without limitation, its interpretation, construction, performance, and enforcement.

 

To the extent a Dispute is not governed by the Arbitration provisions under these Terms, the parties hereby consent to and agree that any Dispute shall be brought and determined exclusively in the appropriate state or federal courts in Baltimore County, Maryland and in no other forum.  The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such court in the event applicable. However, that in the event True Citrus is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by True Citrus hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by True Citrus therein.

 

To the extent a claim or Dispute is not governed by the Arbitration clause of these Terms, True Citrus and you each acknowledge and agree that you are each waiving the right to a trial by jury.

 

20. Limitation on Time to File Claims

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY WAIVED AND BARRED.

 

21. Waiver and Severability

 

No waiver by True Citrus of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by True Citrus to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provision of the Terms will continue in full force and effect.

 

22. Term and Termination

 

This Agreement is effective upon your acceptance of it as stated herein and it shall continue in effect in accordance with this section (the “Term”).  You may terminate this Agreement at any time by discontinuing your use of the Services and providing us with a notice of termination.

 

23. Force Majeure

 

True Citrus shall not be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of True Citrus and not due to True Citrus’s own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.

 

24. MISCELLANEOUS

 

 

No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and True Citrus as a result of these Terms or your use of the Site.

 

Headings. Section headings and other captions in these Terms are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms.

 

Survival. The provisions of the following sections shall survive any termination or expiration of these Terms: Registration, Ownership and Intellectual Property Rights, Your Data, Usage Data, and Communications,  Disclaimer of Warranties, Indemnification, Limitation of Liability, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous. If any provision of these Terms is held by court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining portions of these Terms will continue in full force and effect.

 

Assignment. No assignment, delegation or other conveyance of these Terms may be made by you (by operation of law or otherwise) without the prior written consent of True Citrus, to be given in its sole discretion. True Citrus may assign its rights and obligations hereunder to any other party.

 

Entire Agreement. These Terms of Use, together with any documents expressly referred to in them, including the Privacy Policy, constitute the entire agreement between you and True Citrus with respect to the Site and Services. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and True Citrus. Any rights not expressly granted herein are reserved. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.

 

Inquiries regarding these Terms of Use, feedback, comments, request for customer support, or other communications relating to the Website should be directed to customercare@citrus.com.