Member Terms of Service
Welcome to Truly Free! We are excited to have you as part of our innovative and thriving online community. Our commitment to our Members, Sellers, and Partners is to provide a transparent and fair marketplace with unique benefits for all.
Please review our Member Terms of Service below, our Conditions of Use, our Privacy Notice, our Community Guidelines, any applicable Supplemental Terms, and each other applicable set of terms, conditions, policies, codes, and guidelines (collectively, the "Terms"). By creating an Account or using our Marketplace or any other Service as a Member, you are agreeing to the Terms on behalf of yourself or the business you represent, all affiliates of you or that business, and anyone who uses the Marketplace or any other Service under your account ("you" or "your").
MEMBER TERMS OF SERVICE
Truly Free, Inc., a Delaware corporation ("TF" "we" "our" or "us"), operates Truly Free (the "Marketplace") as an online marketplace that enables Marketplace retailers (who are referred to as "Sellers") to market and sell products to Marketplace customers such as your (who are referred to as "Members"). You may place orders with Sellers through the Marketplace, and Sellers are responsible for promptly shipping your products to you in accordance with the shipping information we provide and for handling returns and customer service. Our Marketplace is also uniquely designed to support your engagement and collaboration with influencers and other affiliate marketers (who are referred to as "Partners") to increase your exposure to retailers and creators who reflect your interests.
The Marketplace is a service provided by us and includes related services (each a "Service") that you may be eligible to use subject to these Terms. Each Service may be subject to more-specific terms, conditions, policies, codes, and guidelines (which are referred to as "Supplemental Terms"). Our other Services include Truly Free Social and Truly Free Xchange. We may also offer you and others promotions, which are temporary or limited variations to the Services or these Terms that may be subject to Supplemental Terms. Any conflict among Terms will be resolved in our discretion generally according to the following priority, as applicable: (1) Supplemental Terms, (2) these Member Terms of Service, and then (3) our Conditions of Use and all other Terms.
THE TERMS CREATE A LEGALLY-BINDING AGREEMENT BETWEEN YOU AND TF (THE "AGREEMENT"), TO WHICH YOU AGREE BY CREATING AN ACCOUNT, USING THE MARKETPLACE AS A MEMBER, OR USING ANY OTHER SERVICE AS A MEMBER.
Membership
So long as you have an active Account with TF, you are considered a Member. You can sign up to become a Member by selecting the "Login to your account" button on the Marketplace's homepage: https://trulyfree.com and choosing "sign up." To create your free account, you enter your mobile phone number, first and last name, and an email address to get started. You also automatically become a Member upon checkout at the time of purchase of a good on the Marketplace, or by selecting the "subscribe" option on a product page when shopping on the Marketplace.
You can terminate your status as a Member at any time. This can be done by opening your Account and selecting the button titled "delete your account". Any Talents accumulated during your time as a Member with this particular Account expire upon your termination of your membership. Talents are non-fungible and cannot be redeemed for cash. Further details regarding Talents are below.
Your Account
You must complete the registration process to register as a Member with TF, which will include information we need to set up your Member account ("Account"), enable you to buy products on our Marketplace, and allow you to accumulate Talents with your purchases. You may also be required to enroll separately in certain Services, subject to the applicable Supplemental Terms.
You are responsible for providing us valid, accurate, and updated information at registration and promptly as requested during the term of our Agreement, and for protecting your Account's security. Personal data that you provide us will be handled in accordance with our applicable Privacy Notice. By providing us information, you represent and warrant that you are authorized to do so, that all identified individuals are legally authorized to act on behalf of you, and that the information is valid and accurate. We may require that you complete other documents, actions, and agreements as a condition to your eligibility or continued use of the Marketplace or other Services, including an Internal Revenue Service Form W-9.
We reserve the right to reject registration and deny you use of the Marketplace and other Services for any reason, either before or after your Account is established. Use of the Marketplace and other Services is limited to persons that can lawfully enter into and form contracts under applicable law. You agree not to operate more than one Account as a Member, unless we make a family account or similar multi-account Service available to you.
Once your Account is established, your Account will serve as your primary data repository and communication vehicle with us. We will also provide access to Services in which you enroll in accordance with the applicable Supplemental Terms and in our discretion.
You agree that you will access your Account, the Marketplace, and other Services only during the term of this Agreement. You are responsible for choosing a unique and secure password for your Account, and for maintaining its security. You are responsible for any authorized or unauthorized use of your password or Account, including any action taken under it. You must immediately change your password if it is or is suspected to be compromised. We are not responsible for any unauthorized use of your password or Account.
In order to keep the Marketplace safe and improve TF's Services, we may take actions that impact your Account or use of the Marketplace or other Services. In the event we detect unusual order activity, or we otherwise believe that your actions or your Account may result in increased risk of fraud, counterfeiting, or other claims, TF may take appropriate actions including suspending or terminating your Account. When appropriate and permitted by law, TF will communicate information to you about the issue and any restrictions.
Our Fees and Your Other Payment Obligations
You agree to pay to TF all charges, fees, and other amounts owed to us under these Terms or the applicable Supplemental Terms. Fees and other payment obligations are subject to change effective upon updating these Terms, the applicable Supplemental Terms, or otherwise, with or without notice to you.
You are required to provide us with and to maintain with us valid and up-to-date credit card and other payment information, both acceptable to us. You authorize us, at the time of your Account setup and at any later times in our discretion, to verify your information with you and third parties, to obtain credit authorizations from your credit card issuer, and to charge your credit card and debit your bank account for any amounts you owe us (or Sellers, where relevant) for purchases, fees, reimbursement, or otherwise. Except as we otherwise determine, all charges, fees, payments, and other amounts contemplated in these Terms are in U.S. dollars.
For amounts that we determine you owe us, we may do any of the following in addition to exercising all other remedies available under applicable law: (1) charge your credit card, (2) debit or reverse credits to your bank account, (3) charge any other payment method you have provided to us, (4) offset amounts we owe to you (including by offsetting your Talents), or (5) invoice you with payment due upon receipt. We may also holdback and reserve amounts or require other security for your obligations under this Agreement or to address the possibility for returns, charge-backs, disputes, and other risks to us or others, in our discretion, and may change our reserve requirements, with or without notice. If we determine that any of your activities result in charge-backs, claims, disputes, or violations of these Terms, then we may withhold any payments to you for as long as we determine such results of your activities persist. Amounts held for such reasons or as security will remain subject to offset as provided above, may be refundable or nonrefundable in the manner we determine, and will be subject to permanent withholding for uncured failure to comply with these Terms or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity.
You agree not to initiate or attempt a charge-back or stop payment from your credit card company or bank, and not to otherwise seek to recoup or prevent a payment authorized under these Terms.
We may impose transaction limits on you, Partners, Sellers, or others for security or other reasons, which may limit the size or number of individual transactions or transactions in the aggregate. We are not responsible for any nonpayment, lost sales, or other consequence of any transaction limits.
To be eligible for any reimbursement or fund disbursement, you must refrain from deceptive, fraudulent, or illegal activity and otherwise remain in compliance with these Terms. If we determine that your Account or another account operated by you has been used to engage in deceptive, fraudulent, or illegal activity, or your use of the Services has harmed or is reasonably likely to harm other Members, Partners, Sellers, or others, then we may permanently withhold payments to you due to the risk exposures resulting from such activities.
Purchase of Products
You are solely responsible for the products or services you purchase on the Marketplace. You acknowledge each Seller has or may have its own processing times for products or communications with Members, shipping methods, and store policies, and you agree to abide by such policies or limitations. You assume responsibility over any personal information or materials for custom products or orders you may provide to Sellers through the Marketplace.
You may only purchase products or services you have the legal right to buy, and must do so consistent with these Terms and applicable law (including minimum age and other requirements). All transactions are between you and the Seller, and you are the Member of record on all of your purchases. We are not a party to any transactions between you and Sellers, despite that we support the transaction by providing the Marketplace and other Services under these Terms.
By making a purchase from a Seller through the Marketplace, you agree that you have: (1) read the item description and store policies of a respective Seller before making a purchase; (2) submitted appropriate contact and payment information for the item to be purchased; and (3) provided accurate shipping information to the Seller for receipt of the ordered product. You also agree to comply with the respective Seller's procedure for handling gift cards, credits, returns, exchanges, and other issues, to the extent they do not conflict with these Terms.
You agree to act fairly and not to misuse our Services for any reason. You agree not to attempt to harm our Sellers, our Partners, or other Members.
Product Prohibitions
You may only purchase products for sale on the Marketplace that may be legally purchased and shipped in the United States or other countries that we authorize, and that do not violate these Terms.
We reserve the right to reject or omit products, product information, packaging, and Content from our Marketplace, Truly Free Social, and our other Services for any reason. We do not approve, sanction, or accept responsibility for any product or its product information, its packaging, or Content notwithstanding any review by us or any decision not to reject the product, product information, packaging, or Content.
You agree to not purchase or otherwise engage in any transaction for any products on the Marketplace or other Services that violate our Community Guidelines ; that is on our Excluded Products or that we may prohibit from time to time, in our sole discretion.
Pricing, Shipping, and Handling
Sellers are responsible for determining pricing & shipping, and handling charges, subject to the Terms and subject to the general functionality of our Marketplace and other Services. However, we reserve discretion to require changes to pricing & shipping and handling charges in circumstances we determine to be appropriate. TF and Sellers agree to honor the pricing, shipping, and handling charges made available to you at the time of purchase.
Sales and Payment Processing
All purchases of products on the Marketplace will be processed according to these Terms and generally based on the Marketplace's standard functionality. Your Account will generally serve as the primary data source for sales information and communication between you, Sellers, and us. We will provide you with sales information through your Account sufficient to allow you to locate details about your purchase, track each order, and see your previous purchase history. Personal information about you or your Account will only be shared with Sellers and others to the extent permitted by our Privacy Notices . TF will also send an automated email or other communication to you confirming receipt of any order you place.
Cancellations, Returns, and Refunds
We may allow you to cancel orders of products for a period of time after the order is placed, prior to receipt of a shipping confirmation from a Seller. We will notify you of approved cancellations.
We offer Members a 30-day money back guarantee and a 90-day return period on all products purchased on the Marketplace. Returns do not require cause. You agree to make all attempts to resolve customer service issues prior to a return or refund taking place with you and the relevant Seller.
You will be directed to return a Seller's products directly to the relevant Seller. Upon your proper request, we will deliver a return shipping label to you, providing for return shipping to the return address on the relevant Seller's account.
We will refund directly to you the full amount paid by you for the refunded product promptly after receipt of the return shipping confirmation. The refund amount will include the sales price, shipping and handling charges, and any collected sales and use taxes. We reserve discretion to provide refunds to you in cash or in non-cash means, including Talents, Marketplace credit, gift cards, promotional codes, product exchanges, or otherwise.
Customer Service
You are primarily responsible for initiating any customer service you may require, such as contacting TF or a Seller, where relevant, to report issues with a product or inappropriate conduct detected on the Marketplace. You will notify us or the relevant Seller promptly as soon as you have knowledge of any of the foregoing. TF does not guarantee that its response or its remedy for any reported issues will be to your satisfaction.
You agree not to communicate with Sellers outside of the Marketplace or our Services relevant to product sales on the Marketplace. You agree to approach customer service with respect and professionalism and to assume that Sellers and TF are truthful in their claims and responses. You agree not to refuse commercially reasonable customer service; to harass, manipulate, or mislead Sellers, other Members, or TF; or to otherwise take any action that might undermine the integrity of our Marketplace.
Truly Free Xchange
Truly Free Xchange is our decentralized exchange platform Service where you are rewarded with Talents for being Members and shopping on our Marketplace. "Talents" are nonfungible tokens (NFTs) that you may redeem through the Truly Free Xchange to purchase products on the Marketplace. Each Talent has a fixed value on the Marketplace equal to One United States Dollar. A Talent is not transferrable, is not redeemable except through the Truly Free Xchange for purchases on the Marketplace, is not redeemable for other digital assets or fiat currency, and has no value or benefits other than entitling you to redeem the Talent through the Truly Free Xchange to purchase products on the Marketplace at the fixed rate of US $1.00 per Talent. Only Members may earn and use Talents.
Each Member's account includes a "Wallet" provided through the Truly Free Xchange to which the Member's Talents are credited as earned and from which they are debited as redeemed. Each new Member's Wallet is credited with an initial allotment of Talents when they first become Members of the Marketplace, at a rate determined by TF. Members also earn Talents each time they make a purchase on the Marketplace and may earn Talents for up to five Member referrals. TF ordinarily credits Talents to Members on their purchases at the rate of 1% of the sales price (with each Talent worth US $1.00), excluding shipping and handling and sales and use taxes. "Autoship & Save" orders earn Talents at an increased crediting rate determined by TF, and TF and Sellers may increase the Talent crediting rate for promotional or other purposes on a product-by-product or other basis, in its discretion. When a Member returns a product, the Talents that were credited to that Member on that sale will be debited from the Member's Wallet.
Each Member is also awarded one "Share" of the Truly Free Xchange for becoming a Member of the Marketplace, effective upon paying the initial Membership Fee, and may earn up to an additional five Shares for referring others who become Members of the Marketplace, for a maximum of up to six Shares per Member. The Member's Shares entitle the Member to a share of the portion of the Marketplace Xchange Fee that is credited to the Truly Free Xchange from sales on the Marketplace. The Marketplace Xchange Fee is equal to 1% of the sales price and shipping and handling (but excluding taxes) for each product sold on the Marketplace. Each Member's Wallet is credited with Talents with respect to each Marketplace Xchange Fee at the rate of the Member's Shares divided by the total number of Shares outstanding at the time, multiplied by US $1.00.
Upon the termination of a Member's membership, any unredeemed Talents remaining in the Member's Wallet will be cancelled for no consideration. A person who rejoins as a Member will not be credited with any previously cancelled Talents. Talents have no cash value, other than on the Marketplace to the extent actually redeemed against the purchase of products.
Truly Free Social
Truly Free Social is a social media platform Service integrated into the Marketplace. We make Truly Free Social available to our Members, Sellers, and Partners as well as third-party users. You may use Truly Free Social subject to these Terms to see marketed products available through TF and engage with Sellers and Partners participating on the platform. All Members who purchase a Seller's products will automatically become a follower of that Seller on Truly Free Social, although you may choose and are able to unfollow such Seller.
You agree that you will use Truly Free Social only in accordance with applicable law and these Terms, including the Your Content section below. You further agree that you will comply with our Community Guidelines that we establish from time to time. We reserve the right to remove Content for any reason, including because it violates our Community Guidelines or other provisions of these Terms.
We intend for Truly Free Social to be a tool for open discussion and honest Feedback. We intend to respect all user's voice and value the freedom of expression. We intend to keep these principals of respect and valuing free expression in the forefront of every decision we make regarding Truly Free Social and the content posted to it. This includes that we intend to respect and value the Feedback that Members, Partners, and others provide on Sellers' products, customer service, and performance. You acknowledge and agree that we have no obligation to remove negative Feedback, and we do not intend to do so unless we are aware of material violations of our Community Guidelines or violations of applicable law.
You further acknowledge and agree that you may be exposed to Content that might be offensive, harmful, inaccurate, disparaging, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All content is the sole responsibility of the person who originated such content. We may not monitor or control the content posted via Truly Free Social or other Services and, we do not take responsibility for such content.
We may suspend or terminate your access to Truly Free Social or any portion of its functionality (for example, prohibit you from posting or removing your posts) for any reason. Your access to Truly Free Social as a Member will terminate upon the termination of this Agreement or TF's decision to suspend or terminate your access to Truly Free Social for any reason. You will cease to have access to your Truly Free Social account, posts, followers, and all other benefits of Truly Free Social upon suspension or termination. You agree not to contact or solicit Sellers, Partners, or other Truly Free Social participants after termination of your Truly Free Social account using information obtained from or through us, the Marketplace, Truly Free Social, or any other Service.
Your Content
Your "Content" includes your name, logos, trademarks, domain names, URLs, information, text, links, graphics, photos, audio, videos, or other materials that you own or license and provide to us or post on the Marketplace, Truly Free Social, or any other Service. However, your Content does not include any of our Marks or any of our other intellectual property or intellectual property rights, which we retain.
TF claims no ownership of your Content. However, you grant us an unlimited, non-exclusive, worldwide, royalty-free, transferable, sublicensable, perpetual, irrevocable license to use your Content that you post on or otherwise contribute to the Marketplace, Truly Free Social, and other Services, in addition to and without limiting our rights of fair use and other rights we may have under applicable law. Our license to use your Content includes that we may reproduce, distribute, perform, translate, adapt, display, transmit, promote, publish, create derivative works from, and otherwise digitally make available such Content throughout the world in any media, including, but not limited to, making your Content available to other Members, Sellers, Partners, and others through the Marketplace, Truly Free Social, or another Service of ours and for marketing materials. You grant us and our sublicensees the right to use the name and other information that you submit in connection with such Content, if we or they so choose.
You acknowledge that TF may, but has no obligation to, monitor your access to or use of our Services or review or edit any Content you post or share to Truly Free Social or other Services. You are solely responsible for your Content and for any damage or liability resulting from it, and represent that: (1) you have all necessary rights to your Content and to deliver and license it to us and post it; (2) you are not infringing on another party's intellectual property via your Content; and (3) your Content is not false, misleading, disparaging, illegal, or in violation of our Terms or applicable law.
Your Content must comply with our Community Guidelines.
Although we have no obligation to do so, you agree that we may remove your Content for violating the foregoing or for any other reason, and that we are not liable to you for doing so. You also agree that we may require the review and approval of your Content that references us or our Sellers, Members, or Partners prior to its publishing.
Ratings, Reviews, and Other Feedback
The Marketplace, Truly Free Social, and other Services may provide mechanisms to rate and allow Members and Partners to rate and review Sellers' products, customer service, and performance and to provide other feedback relevant to them and you ("Feedback"). You agree you have no ownership of or interest in any Feedback, including that we have no obligation to verify referrals, purchases, identities, or authenticity. You agree that we have no responsibility to you or liability for any Feedback. You agree that we may make Feedback publicly available on the Marketplace, on Truly Free Social, and through other Services or otherwise, and that we will never be liable to you for defamation, libel, slander, or otherwise as a result of doing so. You agree that you use our Services, including the Marketplace and Truly Free Social, at your own risk.
The Marketplace and other Services may provide you with opportunities to respond to Sellers and Feedback. Your responses are Content. You agree that your Feedback and your responses to Feedback will be truthful, respectful, and professional and in compliance with our Community Guidelines as well as all other Terms that apply to Content.
Our Intellectual Property and Other Rights
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use our Marketplace and Services to the extent that we make them available to you for use in accordance with the Terms only (your "license"). Your license includes the right to use Marks only to the extent we have expressly consented to that use in writing, including only the specific manner in which we have authorized each specific use. We may revoke or modify your license in whole or in part at any time for any reason. Our "Marks" include our Truly Free and other Service names, logos, trademarks, domain names, and URLs and all other names, logos, trademarks, domain names, and URLs owned, licensed, or used by TF or made available to you by TF.
You agree that we exclusively own all Marks and that any goodwill generated through use of any of them belongs to TF. You agree not to use our Marks except as expressly authorized and not to take any action that conflicts with our ownership of or rights in any Marks.
We retain ownership of and all other rights to our intellectual property, including all software, code, and other intellectual property in the Marketplace and other Services. If you provide suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Marketplace or any Service, you agree that we are free to use, disclose, reproduce, modify, license, transfer and otherwise exploit it for our benefit, without owing any royalty or other obligations to you. In order to cooperate with governmental requests, to protect our systems and Members, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Marketplace or Services, you are responsible for any actions you take based on our suggestions, for which we have no liability.
You agree that you will not misuse the Services, including by engaging in any of the following:
- Accessing, tampering with, or using non-public areas of the Marketplace or other Services or the technical delivery systems of the Marketplace or other Services;
- Attempting to decipher, decompile, disassemble, reverse engineer, avoid, bypass, remove, deactivate, impair, descramble probe, scan, test, breach, or otherwise circumvent any technological or security measure implemented by us or others to protect or provide the Services;
- Attempting to access or search the Services through the use of any engine, software, tool, agent, device, or mechanism (including: spiders, robots, crawlers, scrapers, data mining tools, or the like) other than tools that access or search the Services through software or search agents provided by TF, its Services, or other generally available third-party web browsers;
- Forging any transmission control protocol packet or header, intellectual property packet or header, or any part of the header information in any email or newsgroup posting, or in any way using the Services to send altered or deceptive information;
- Interfering with, or attempting to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing, junk mailing, unauthorized advertising, or any form of solicitation via the Services; or
- Collecting or storing any personally identifiable information from the Services from other users of the Services without their express prior permission or in a way that violates our Privacy Notice.
TF will have the right to investigate and prosecute violations of any of the above or other violations of these Terms, including intellectual property infringement and security breach violations, to the fullest extent of the law. You agree that TF may audit you or your Account for any such purpose. TF may involve and cooperate with law enforcement authorities in prosecuting users who violate or are suspected of violating these Terms or applicable law.
You agree that we are entitled to enforce this section through specific performance, without limiting our other remedies available in law or equity.
Confidentiality
You may receive Confidential Information during the course of your use of the Marketplace and other Services. You agree that for the term of the Agreement and for five years after its termination: (1) all Confidential Information will remain our exclusive property; (2) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (3) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the law; (4) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (5) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations. You agree to delete Confidential Information upon termination or as soon as it is no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services.
Generally, you may not use a Seller's, Partner's, other Member's, or any individual's personal data in any way inconsistent with applicable law. You must keep individual personal data confidential at all times in perpetuity, notwithstanding the five-year limit above.
"Confidential Information" means information relating to us, to the Marketplace or other Services, or to other Members, Sellers, or Partners, in each case to the extent it is not known to the general public including, but not limited to, any information identifying or unique to a specific individual. Confidential Information includes reports, insights, and other information about the Services; data derived from the Services except for data (other than personal data) arising from the sale of products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. The names, identities, contact information, and personal information of other Members, Sellers, and Partners is always Confidential Information.
You agree that we are entitled to enforce this section through specific performance, without limiting our other remedies available in law or equity.
Representations
You represent and warrant that: (1) if you are a business, you are duly organized, validly existing, and in good standing under the laws of the country in which the business is registered, but that you are registering for the Services within the United States; (2) you have all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (3) any information provided or made available by you to us is at all times accurate, complete, and not misappropriated; (4) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (5) you have and will comply with all applicable laws in connection with the performance of your obligations and exercise of your rights under this Agreement.
Termination
Either party may terminate this Agreement at any time, with or without cause, upon notice to the other. A Member may terminate its status as a Member by terminating its Marketplace Account, which shall constitute notice to TF. We may terminate or suspend your Account including access to Services for any reason, with or without cause, and may convert a suspension to a termination at any time. We will notify you of any such termination or suspension via email or similar means including through your Account, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that: (1) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination (including with respect to customer service and returns), (2) we will remain entitled to be paid all fees and other amounts owed to us accrued with respect to transactions entered into before termination (including refund charges), (3) you will remain liable for any liabilities that accrued before or as a result of termination, and (4) the following sections of these Members Terms of Service will survive, as will any provisions of any other Terms that expressly survive termination or under the circumstances should reasonably survive termination: Our Fees and Your Other Payment Obligations; Cancellations, Returns, and Refunds; Customer Service; Your Content; Ratings, Reviews, and Other Feedback; Our Intellectual Property and Other Rights; Confidentiality; Representations; Termination; Indemnification; Disclaimers and Release; Limitation and Liability; Governing Law; and Miscellaneous.
We may hold unpaid amounts we owe you for a reasonable time after termination to ensure we pay the correct amount and to mitigate our risk, and may offset amounts you owe to use against unpaid amounts at termination or at any other time before or after termination.
Indemnification
You agree to defend, indemnify, and hold harmless TF (as well as our officers, directors, employees, and agents) against any third-party claim, loss, damage, settlement, cost, expense, or other obligation or liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (1) your non-compliance with applicable laws; (2) your Content or your acts or omissions in connection with the Marketplace or any other Services, any actual or alleged infringement of any intellectual property rights by any of the foregoing, or any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto; (3) your taxes or duties or the collection, payment, or failure to collect or pay your taxes or duties (including unpaid sales or use taxes), or the failure to meet tax registration obligations or duties; or (4) actual or alleged breach of any representations, warranties, or promises you have made in these Terms or otherwise.
If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that we may settle any claim that is directed at and affects us to the extent we determine that it the settlement is unlikely to harm you.
Disclaimers and Release
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.
YOU ACKNOWLEDGE AND AGREE THAT THE MARKETPLACE AND OUR OTHER SERVICES AND CONFIDENTIAL INFORMATION ARE PROVIDED "AS-IS". YOU USE THE MARKETPLACE AND OUR OTHER SERVICES AT YOUR OWN RISK.
YOU AGREE THAT WE ARE NOT THE SELLER OF OR OTHERWISE A PARTY TO ANY SALES OF ANY PRODUCTS OR SERVICES YOU PURCHASE ON THE MARKETPLACE. ANY WARRANTIES ARE PROVIDED EXCLUSIVELY BY THE RELEVANT SELLER DIRECTLY TO YOU.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE MARKETPLACE OR OTHER SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN MEMBERS, SELLERS, AND PARTNERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES US (AS WELL AS OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, TREBLE, OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
THIS DISCLAIMERS AND RELEASE SECTION IS LIMITED AND DOES NOT APPLY TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW.
Limitation of Liability
WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR TREBLE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.
OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATED MATTERS WILL NOT EXCEED AT ANY TIME THE LESSER OF $5,000.00 AND THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO US IN CONNECTION WITH THE PARTICULAR SERVICE TO WHICH THE CLAIM RELATES.
THIS LIMITATION OF LIABILITY SECTION IS LIMITED AND DOES NOT APPLY TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW.
Taxes
You are responsible for paying any taxes imposed on you on your purchases or other transactions on the Marketplace, such as uncollected sales or use taxes to the extent that you are responsible for them under applicable law. You agree that we are not responsible for any failure to collect or remit or any overcollection or remittance of sales, use, or other taxes.
Governing Law
These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of Delaware, United States, without regard to its conflict-of-law principles. Any claims arising out of these Terms shall be filed and heard exclusively in a state or, in the event that the jurisdiction of a federal court is appropriate, federal district court sitting in the United States District Court for the District of Delaware. The Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply.
Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, except that you may assign this Agreement, in whole or in part, to any of your affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment under this Agreement. You agree that we may assign and delegate our rights and obligations under this Agreement without limitation, including that we may engage third parties to provide Services on our behalf without notice or obligation to you. Subject to the foregoing, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates or subcontractors.
We may provide notice to you under this Agreement by posting to your Account, by email, or by physical mail to the last known address in our records. You consent to such communications, with delivery deemed to occur when sent. You may change your email addresses and certain other information through your Account. You must send all notices and other communications relating to us to the following email address: [email protected].
If any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions to such extent and will not affect the validity and enforceability of any remaining provisions.
The terms "including," "such as, and "for example" mean "including without limitation". The term "discretion" means "sole discretion without obligation of good faith or otherwise".
This Agreement, including all Terms, represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
Truly Free, Inc. is not a party to this Agreement or a provider of any Services.
Contact Us
Any questions you may have about our Terms can be directed to [email protected].
Changes to These Terms
We reserve the right, in our discretion, to update, change, or replace any part of these Terms, including incorporated external documents, by notifying you of any substantive updates at least 15 days before their effective date. If you do not agree with any of the updated provisions of these Terms, your sole recourse will be to terminate this Agreement and discontinue your status as a Member on the Marketplace and your use of all other Services. If you do not do so, your continued use of the Marketplace or any other Service constitutes your acceptance and agreement to the update, change, or replacement. We may also ask that you confirm your acceptance and agreement, but doing so does not limit or revoke your acceptance and agreement by use.