TRUNKLINE VENDOR TERMS OF USE
Last Modified: September 24, 2018

  1. Your Acceptance
    Welcome to the Vendor Terms of Use for Trunkline. This is an agreement (“Agreement”) between Trunkline, Inc (“Trunkline”), the owner and operator of www.trunkline.com and the Trunkline software, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your” or “Vendor”), a Vendor of the Platform.
    Throughout this Agreement, the words “Trunkline,” “us,” “we,” and “our,” refer to our company, Trunkline, as is appropriate in the context of the use of the words.
    By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Use or the Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Terms of Use or the Privacy Policy please cease using our Platform immediately.
  2. Vendor Information and Accounts
    Vendors may be required to register on the Platform before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All Vendors are required to provide truthful and accurate information when registering for our Platform and must be over the age of 18. We reserve the right to verify all Vendor credentials and to reject any Vendors. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify Trunkline immediately of any unauthorized use of your account or any other breach of security. Trunkline will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. If you are registering on behalf of your company, you represent and warrant that you are authorized by your company to create an account on your company’s behalf and you represent and warrant that you are authorized by your company to incur financial obligations and enter into legally binding agreements on behalf of your company.
  3. Permitted Users
    Subject to compliance with this Agreement, Vendor may allow its Permitted Users to access the Platform. “Permitted Users” means officers or employees of Vendor,
    designated by Vendor to have access to the Platform. Vendor may not share access to the Platform with any other third parties.
  4. Access
    After registering and properly paying for our Platform, where required, we shall grant you and your Permitted Users access to Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for Trunkline. Where you download software to access our Platform, we grant you and your Permitted Users a limited, fully revocable, non-exclusive license to download one copy of our Platform onto your electronic device(s). If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access or license to use our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct
  5. Platform Ownership Vendor acknowledges that the structure, organization, and code (both source code and object code) of the Platform and all related software components are proprietary to Trunkline and/or Trunkline’s licensors and that Trunkline and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by Trunkline. Vendor shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform, access to the Platform, or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by Trunkline to others in violation of this Agreement. Vendor shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by Trunkline. Vendor agrees to make all necessary and reasonable efforts to comply with the above provisions in a manner which Vendor takes to secure and protect its own highly confidential information in order to maintain Trunkline’s rights as stated within this Agreement and to take appropriate action as instructed or required by Trunkline to maintain its intellectual property rights.
  6. Platform and Services
    The Trunkline Platform allows Vendors to communicate and sell products and services to users of the Platform. Trunkline is solely responsible for providing access to the Platform (“Trunkline Services”). Please be aware that any Trunkline Services are “as-is”
    and “as-available.” Additionally any information or content found on our Platform, including any notifications or tools provided, are offered only for informational purposes only. Trunkline has no liability to Vendors for any Vendor Content including all information, copy, images, URL names, and anything else provided by any third parties using the Platform. We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you; inability to access to the Platform; failure of a communications satellite, strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform.
  7. Vendor Responsibilities
    Vendor shall be exclusively responsible for supervision, management and control of its use of the Platform including without limitation; (a) creating, modifying, entering or reentering Vendor Content; (b) ensuring that all Permitted Users abide by this Agreement and any other agreements, where applicable; and (c) restricting access to any third parties that are not authorized to access the Platform under this Agreement. Additionally, Vendor hereby represents and warrants that: (i) Vendor shall use the Platform solely for the purposes of conducting Vendor’s internal business operations; (ii) Vendor is duly authorized and has the power and authority to enter into this Agreement; (iii) Vendor will not violate any agreements with any third parties as a result of entering into this Agreement with Trunkline; (iv) Vendor shall comply with all United States federal and state laws when using the Platform; (v) Vendor has received all permission and consents required from its Permitted Users to share any information with Trunkline and its subsidiaries, affiliates, and associates; and (vi) Vendor shall use the Platform only for legal and lawful purposes.
  8. Vendor Services
    Vendors may post listings on the Platform, stating the specific type of Vendor Services offered (the “Listings”). “Vendor Services” are defined as any products or services offered by Vendor via the Platform. The Listings may contain additional information such as location, cancellation policies, materials provided, and pricing (collectively “Listing Details”). The user and Vendor are solely responsible for negotiating all terms of the Listing. The user and Vendor are solely responsible for initiating any transactions via the Platform; Trunkline is not a party to any contract created between Vendor and any user.
    You acknowledge and agree that any Vendor Services provided to any users creates a direct contractual relationship solely between you and the user. Trunkline is not responsible or liable for the actions or inactions of a user in relation to you, your activities, or any Vendor Services provided. You shall have the sole responsibility for any obligations or liabilities to users or third parties that arise from any offered Vendor Services. Vendor acknowledges and agrees that it is solely responsible for taking any and all precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a user or third party. You acknowledge and agree that Trunkline may release your contact information to users in order for Vendor to provide the Vendor Services and/or for insurance purposes upon such User’s reasonable request.
    Vendor understands that in performing the Vendor Services, Vendor may receive certain private and/or confidential information regarding Trunkline users including but not limited to physical information, insurance details, telephone, address, and other contact information. Except where compelled by a judicial authority or law enforcement having jurisdiction, or upon written consent by the user, Vendor agrees that he or she shall not publish, disseminate or disclose, for any purposes, the confidential and private information regarding any users, including addresses, telephone numbers and/or financial information. Vendor further agrees not to engage in any activity which violates the privacy of any user, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a user, without the user’s permission.
  9. Vendor Products Through the Platform, Vendor may be permitted to sell products related to the Vendor Services offered. Vendor agrees that the sale of any products must comply with all laws and regulations and Trunkline’s policies. The sale of illegal, unsafe, or other restricted products listed on the Platform, is strictly prohibited, except where Vendor may legally sell such prescribed products. Where any products are prohibited or where Vendor has violated any laws or our policies in selling any products, Trunkline may take corrective actions, as appropriate, including but not limited to immediately suspending or terminating Vendor’s account, prohibiting the additional sales of any products, and/or forcing Vendor to return any and all sale proceeds from any product sold. The sale of any illegal, prohibited, or unsafe products could result in civil or criminal penalties. Trunkline may provide Vendor with information regarding certain product Listings created by Vendor, any such material is only intended for informational purposes only, and it is not intended as legal advice. Where Vendor has any questions regarding the legality of any product, Vendor should consult its legal counsel regarding any laws and/or regulations
  10. Listings
    All Listings must contain truthful, accurate, and up to date information, including but not limited to pricing, sizing, shipping, taxes, and refunds. Vendor agrees to provide images of any products that accurately represent the final product sold. Where a product is discontinued or unavailable Vendor agrees to update such listing, as soon as practically possible. Where a product listing contains an error, Vendor agrees to immediately update any product listing upon discovery.
  11. Additional Vendor Guidelines
    When creating a Listing, Vendor agrees to the following:
    • Vendor shall not attempt to divert any transactions with any Users of the Platform offline.
    • Vendor shall clearly identify its business and the product being sold when using the Platform.
    • Vendor shall not attempt to spam or otherwise harass any Users that have purchased any products via the Platform.
    • Vendor shall maintain up-to-date, truthful, and accurate information on any listing page where it sells products.
    • Vendor shall not create more than one Listing for any Vendor Services.
    • Vendor may not misuse the Listing system, as determined in the sole discretion of Trunkline.
    • Vendor may not attempt to manipulate or falsify any reviews or testimonials related to any Listings.
    • Vendor shall not attempt to upsell or charge excessive shipping fees for any Listings. Where Vendor has violated these guidelines or where Trunkline believes that any of the Listing may harm Trunkline’s business or a third party, Trunkline may suspend such Listing, withhold any Vendor fees due, and/or terminate/suspend Vendor’s account.
  12. Cancellations and Refunds Vendor may select cancellation and refund options for any Vendor Services as provided for on the Platform or as negotiated through any Listing Details with a user. Where a refund to a user is required in accordance with Vendor’s Listing Details, and where Vendor has been already paid, you agree that you will initiate a transaction using your
    Platform account to refund any amounts due to a user. Where you fail to issue a refund, you agree that Trunkline may be entitled to recover the amount of any such refund from you, including by subtracting such refund amount from any other sales or account balances available. Where there is an unresolved issue with a user, Vendor agrees that we may suspend Vendor’s access to the Platform account or pause future payments for such unresolved issues.
  13. Vendor Privacy We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  14. Use of the Platform
    When using our Platform, Vendor is responsible for its use and the use of the Platform by any of its Permitted Users. You agree to the following:
    • You way not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
    • You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
    • You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
    • You may not use automated bots or other software to send more messages through our Platform than humanly possible;
    • You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;
    • You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
    • You may not access our Platform in an attempt to build a similar or other competitive product;
    • You may not use the Platform in an unlawful manner;
    • You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
    • You may not collect or harvest any personally identifiable information, including account names, except where permitted, from the Platform;
    • You may not impersonate any person or entity or misrepresent your affiliation with a person or entity;
    • You may not violate or infringe other people’s intellectual property, privacy, or other contractual rights while using our Platform;
    • You may not violate any requirements, procedures, policies or regulations of networks connected to Trunkline;
    • You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;
    • You may not interfere with or disrupt the Platform;
    • You may not violate any law or regulation and you solely are responsible for such violations;
    • You agree that you will not hold Trunkline responsible for your use of our Platform; and
    • You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.
    If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Trunkline reserves the right to suspend or terminate any account at any time without notice or explanation.
  15. Vendor Content
    Vendor or its Permitted Users’ ability to submit or transmit any information through the Platform, including but not limited to data, written content, images, videos, or any other information will be referred to as “Vendor Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your Vendor Content and we may refuse to accept or transmit any Vendor Content. You agree that you are solely responsible for any Vendor Content submitted and you release us from any liability associated with any Vendor Content submitted. We provide industry standard security but we cannot guarantee the absolute safety and security of any such Vendor Content. Any Vendor Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.
    When submitting any Vendor Content to our Platform you represent and warrant that you own all rights to the Vendor Content and you have paid for or otherwise have permission to use any Vendor Content submitted. Furthermore, you represent and warrant that all Vendor Content is legal and the Vendor Content does not interfere with any third party rights or obligations. You agree to indemnify us for any Vendor Content submitted by you or your Permitted Users, subject to the indemnification provisions found in this Agreement.
    When you submit any Vendor Content to us, you grant Trunkline, its partners, affiliates, Vendors, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your Vendor Content for the purposes of providing you any services associated with the Platform for the duration of this Agreement. Additionally, you grant to Trunkline a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform. We reserve the right to remove, delete, modify, screen, edit, or refuse any Vendor Content for any reason or no reason, and with or without notice to you.
  16. Monitoring Vendor Content
    Trunkline shall have the right, but not the obligation, to monitor all Vendor Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Trunkline shall have the right, but not the obligation, to remove any Vendor Content that Trunkline at its sole discretion. For example, we may remove Vendor Content if we believe that any Vendor Content may harm us or our business interests or violate any United States laws or
    regulations. We have no obligation to retain or provide you with copies of any Vendor Content after your termination of this Agreement.
  17. Vendor Content Storage Limits and Usage Information
    The Platform may offer reasonable storage of all Vendor Content. However, all Vendor Content storage is subject to our internal data storage limits and durations. We have no obligation to store any excess Vendor Content. Additionally, we have no obligation to host any Vendor Content for any duration longer than the duration specified within your account. If you violate any storage limits, Trunkline will notify you and may work with you to bring your usage into conformity with our data storage policies. If, notwithstanding our efforts, you are unable or unwilling to abide by our storage limits, we may invoice you for excess data storage in accordance with our applicable policies. Through the Platform we may collect your usage data and interactions with the Platform.
  18. Platform Availability
    Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only Vendors who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
  19. Modification of Platform
    We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
  20. Platform Security
    Trunkline implements safeguards and security based on industry standards to protect Vendor Content. Aside from such industry standard safeguards, Trunkline can make no guarantees regarding any Platform security or any Vendor Content secured.
  21. Payments
    You agree to pay for all costs, fees, and taxes listed when undertaking a transaction using the Platform. The current transaction cost shall be listed at the time of transaction or within your account information. Vendor authorizes Trunkline or its third party payment processors to charge their method of payment on file at the time of the transaction completion. Where applicable, you must agree to our third party payment processors terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Trunkline may suspend or terminate your access to the paid portions of the Platform, without liability to us.
  22. Taxes
    Where Trunkline does not charge you taxes for any purchases or payments, you agree to pay any and all applicable taxes. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment.
  23. Pricing and Price Increases
    The pricing for any transaction fees are listed on the Trunkline Platform or within your account. Trunkline may increase transaction prices, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Trunkline shall notify you. You agree that Trunkline has no obligation to offer any services for the price originally offered to you at sign up.
  24. Tax Documents
    In order for Trunkline to comply with US tax laws, Vendors may be required to submit W-9 forms, 1099 forms, or other tax documents. Vendor agrees to comply with any requests to submit any tax documentation, as requested by Trunkline and shall reasonably assist Trunkline with any requests related to its tax compliance. Vendor agrees that Trunkline cannot and will not provide Vendor with any tax advice; any such questions should be directed to Vendor’s tax attorney or other tax professional.
  25. Vendor Account Holds
    From time to time, Trunkline may place a hold (“Hold”) on a Vendor’s account. Some of the reasons that we may place a Hold on Vendor’s account include but are not limited to the following: (1) if we have reason to believe that your Vendor Services or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2)
    at the request of a user; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Vendor’s access to the Platform or the offering of any Vendor Services while such Hold is in place.
  26. Vendor Activity
    Where Vendor has not accessed its profile for an extended period of time, Trunkline may suspend, make inactive, or otherwise archive Vendor’s account (“Inactive Account”). If Vendor wishes to reactivate the Inactive Account they must contact Trunkline at contact@trunkline.com.
  27. Vendor Terms and Conditions
    Where Vendor uploads terms and conditions (“Vendor T&C”) for its users, Vendor agrees that the Vendor T&C’s will not interfere with this Agreement or obligate Trunkline in any manner. Furthermore, where the Vendor T&C’s conflict with any Trunkline agreements, the Trunkline agreements shall control and supersede.
  28. Intellectual Property
    The name “Trunkline”, the Trunkline Platform along with the design of the Trunkline Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein (“Marks”), are owned by or licensed to Trunkline, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Trunkline reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.
  29. Idea Submission Trunkline or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Trunkline. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Trunkline’s products might seem similar to ideas you submitted to Trunkline. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Trunkline, without any compensation to you; (2) Trunkline may use or redistribute the Submissions and their
    contents for any purpose and in any way; (3) there is no obligation for Trunkline to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
  30. Disclaimer THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TRUNKLINE, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY TRUNKLINE SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO TRUNKLINE, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. TRUNKLINE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. TRUNKLINE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. TRUNKLINE DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND TRUNKLINE SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
  31. Limitation of Liability
    IN NO EVENT SHALL TRUNKLINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE TRUNKLINE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES, INCLUDING NEW JERSEY, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU OR ANY NEW JERSEY RESIDENTS. YOU MAY ALSO HAVE
    OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY TRUNKLINE’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD.
  32. Indemnity
    You agree to defend, indemnify and hold harmless Trunkline, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
    • your use of and access to the Trunkline Platform;
    • the violation of this Agreement or the User Agreement by any of your Permitted Users;
    • your violation of any term of this Agreement; or
    • your violation of any third party right, including without limitation any copyright, property, or contractual right.
    This defense and indemnification obligation will survive this Agreement and your use of the Trunkline Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
  33. Independent Contractors
    Vendor’s relationship with Trunkline is that of an independent contractor, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employer-employee relationship. During the course of this Agreement, Vendor may not attempt to obligate Trunkline in any manner or hold itself out to be a representative of Trunkline in any capacity. Trunkline is not a party to any contracts entered into between Vendor and any of its Permitted Users.
  34. Copyrights
    We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:
    • Your name.
    • The name of the party whose copyright has been infringed, if different from your name.
    • The name and description of the work that is being infringed.
    • The location on our Platform of the infringing copy.
    • A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
    • A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
    You must sign this notification and send it to our Copyright Agent: Copyright Agent of Trunkline, contact@trunkline.com.
    Counter Notice
    In the event that you receive a notification from Trunkline stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
    • Your name, address, email and physical or electronic signature.
    • The notification reference number (if applicable).
    • Identification of the material and its location before it was removed.
    • A statement under penalty of perjury that the material was removed by mistake or misidentification.
    • Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where internet Vendor is located (if you are not in the US).
    • Your consent to accept service of process from the party who submitted the takedown notice.
    Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
  35. Choice of Law
    This Agreement shall be governed by the laws in force in the state of Texas. The offer and acceptance of this contract is deemed to have occurred in the state of Texas.
  36. Disputes
    Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Plano, TX. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned (New Jersey users are exempted from the foregoing one (1) year limitation). Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the above mentioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Colin County, TX.
  37. Class Action Waiver You and Trunkline agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action,
    representative action, collective action, or private attorney general action. This class action waiver does not apply to New Jersey residents.
  38. Severability
    In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
    If two or more provisions of this Agreement or any other agreement you may have with Trunkline are deemed to conflict with each other’s operation, Trunkline shall have the sole right to elect which provision remains in force.
  39. Non-Waiver
    We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
  40. Assignment and Survival
    You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.
  41. Termination
    You may cancel your access to the Platform or any recurring payments at any time via your Trunkline dashboard or contacting us at contact@trunkline.com. Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Trunkline, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
  42. Entire Agreement
    This Agreement along with the Privacy Policy and any other supporting agreements provided by Trunkline constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.
  43. Amendments
    We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.
  44. Electronic Communications
    The communications between you and Trunkline use electronic means, whether you visit the Platform or send Trunkline e-mails, or whether Trunkline posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Trunkline in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Trunkline provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
  45. Export Controls
    The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
  46. Platform Issues
    Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at contact@trunkline.com.
  47. California Vendors
    Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Trunkline must be sent to our agent for notice to: contact@trunkline.com. Lastly, California Vendors are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.