1.1 Pretty Simple Solutions LLC ("Truequity") provides its Service (as defined below) to you through its web site located at http://www.truequity.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 Truequity may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at http://www.truequity.com/terms. The revised terms and conditions will become effective upon posting, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
The “Service” includes (a) the Site, (b) Truequity’s cloud-based equity capitalization management and modeling products, applications, tools and other services provided through the Site, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for your internal business purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Truequity. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Truequity, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Truequity provides you or publishes on the Site, and you shall promptly notify Truequity if you learn of a security breach related to the Service.
3.2 Software that is made available by Truequity in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Truequity hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of the Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved.
3.3 You are solely responsible for all data, information, text, content and other materials that you upload, post, provide or otherwise transmit or store in connection with or relating to the Service ("Your Data"). You are responsible for maintaining the confidentiality of your logins, passwords and account and for all activities that occur under your login or account. Truequity reserves the right to access your account in order to respond to your requests for technical support. Truequity may also collect data with respect to your use of the Services and report on such usage in an aggregated and anonymous manner.
3.4 Although we encrypt Your Data that is stored on our servers, you understand that the operation of other aspects of the Service may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Truequity's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, although we take reasonable steps to protect Your Data from loss, misuse, and unauthorized access, you understand and agree that no Internet or email transmission or form of electronic storage is fully secure or error free. Accordingly, you acknowledge and agree that you bear sole responsibility for adequate security, protection and backup of Your Data. Truequity will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
3.5 The failure of Truequity to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Truequity, even though it is electronic and is not physically signed by you and Truequity, and it governs your use of the Service and takes the place of any prior agreements between you and Truequity.
3.6 Trademarks. No license or right to use any trademark of Truequity or any third party is granted to you in connection with the Service.
3.7 Payment. With respect to fees payable in connection with the Service, you will be required to select a payment plan and provide Truequity (or its payment provider) information regarding your credit card or other payment instrument. You represent and warrant to Truequity that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Truequity the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Truequity to bill your payment instrument at the beginning of each billing period on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Truequity know within thirty (30) days after the billing date. Unless otherwise expressly provided in connection with the payment plan you have selected, we reserve the right to change Truequity's prices. If Truequity does, Truequity will provide notice of the change on the Site or in email to you, at Truequity's option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"), and you will be solely responsible for payment of all Taxes, except for those taxes based on the income of Truequity.
3.8 Representations and Warranties. You represent and warrant to Truequity that (i) you have full power and authority to enter into this TOS; and (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Truequity to perform and fully exercise its rights and licenses) in connection with the Services without obtaining any further releases or consents.
3.9 Termination. You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. Truequity reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Data in the Service, for any reason, including if Truequity believes that you have violated this TOS. Truequity shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. Truequity will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Truequity. All of Your Data on the Service may be permanently deleted by Truequity upon any termination of your account in its sole discretion, except that, if you have made all payments owed to Truequity (if any) and Truequity terminates your account without cause, Truequity will use good faith efforts to allow you to retrieve an XML file of Your Data existing on the Service as of the date of such termination by Truequity of your account. If Truequity terminates your account without cause and you have signed up for a fee-bearing service, Truequity will refund the pro-rated, unearned portion of any amount that you have prepaid to Truequity for such service. Except as set forth in the preceding sentence, all fees are non-refundable and non-cancelable.
3.10 DISCLAIMER OF WARRANTIES. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TRUEQUITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TRUEQUITY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TRUEQUITY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
3.11 LIMITATION OF LIABILITY.
3.12 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TRUEQUITY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, TRUEQUITY SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
3.13 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TRUEQUITY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
3.14 Indemnification. You shall defend, indemnify, and hold harmless Truequity from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your other access, contribution to, use or misuse of the Service. Truequity shall provide notice to you of any such claim, suit or demand. Truequity reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Truequity's defense of such matter.
3.15 Assignment. You may not assign or transfer this Agreement without the prior written consent of Truequity, but Truequity may assign or transfer this TOS, in whole or in part, without restriction.
3.16 Governing Law. This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Truequity in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
3.17 Privacy; DMCA. Please visit http://www.truequity/privacy to understand how Truequity collects and uses personal information. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Truequity will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Truequity's Copyright Agent at [email protected] (subject line: "DMCA" Takedown Request"). You may also contact us by mail at: Attention: Copyright Agent Pretty Simple Solutions LLC 514 Bryant St. Palo Alto, CA 94301 Notice: To be effective, the notification must be in writing and contain the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf. Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Truequity will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Truequity's sole discretion. Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Truequity has adopted a policy of terminating, in appropriate circumstances and at Truequity 's sole discretion, members who are deemed to be repeat infringers. Truequity may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.