This User Agreement, the User Privacy Notice, the Mobile Devices Agreement, and all policies posted on our sites set out the terms on which TRUEFILL, Inc. offers you access to and use of our sites, services, applications and tools (collectively "Services"). You can find an overview of our policies here. All policies, the Mobile Devices Terms, and the User Privacy Notice are incorporated into this User Agreement. You agree to comply with all of the above when accessing or using our Services.
The entity you are contracting with is TRUEFILL, Inc., 200 Meeting Street, Ste. 303, Charleston, SC 29401, regardless of where you reside or your business is located.
Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes ("Agreement to Arbitrate")). Unless you opt out: (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
In connection with using or accessing the Services you will not:
- Post, list or upload content or fuel and fuel-related services in inappropriate categories or areas on our site;
- Breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
- Use our Services if you are not able to form legally binding contracts (for example if you are under 18 or do not work for a business for which you create an account), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
- Fail to pay for fuel and related services purchased by you, unless you have a valid reason as set out in a TRUEFILL, Inc. policy, for example, the supplier has materially changed an offer after you have accepted it;
- Fail to pay an invoice when due based on a belief that terminal or rack pricing is different than what we provide via the Services;
- Fail to deliver fuel or related services sold by you, unless you have a valid reason as set out in a TRUEFILL, Inc. policy, for example, the buyer materially changed a fuel request after you have accepted it;
- Manipulate the price of any item or interfere with another user’s business on the exchange;
- Post false, inaccurate, misleading, defamatory, or libelous information on the exchange;
- Transfer your TRUEFILL, Inc. account and user ID to another party without our consent;
- Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes based on, fully or in part, on information made available to you on the exchange;
- Distribute viruses or any other technologies that may harm TRUEFILL, Inc., or the interests of its users;
- Use any robot, spider, scraper, or other automated means to access our Services for any purpose;
- Bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
- Export or re-export any TRUEFILL, Inc. application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
- Reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to TRUEFILL, Inc., or that comes from the Services and belongs to another TRUEFILL, Inc. user or to a third party including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of TRUEFILL, Inc. and/or any other party holding the right to license such use;
- Commercialize any TRUEFILL, Inc. application or any information or software associated with such application;
- Harvest or otherwise collect information about users without their consent; or
- Circumvent any technical measures we use to provide the Services;
- Circumvent the exchange or marketplace in any manner by directly contacting another user to enter into a contract to purchase or sell fuel or fuel-related services outside of the Services.
- Access or use our Services in any way if you are an employee of or if you acting on behalf of a business or company that offers or is contemplating offering a competitive product or service offering. Simply put, if you are a competitor you agree not to access or use our Service in any way for any reason.
Fuel buyers, suppliers, and carriers must meet TRUEFILL, Inc.'s minimum performance standards. Failure to meet these standards may result in TRUEFILL, Inc. limiting, restricting, suspending, or downgrading your account.
If we believe you are abusing TRUEFILL, Inc. in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove content, remove any special status associated with your account(s), remove and demote your fuel requests or offers, reduce or eliminate any payment discounts, and take technical and/or legal steps to prevent you from using our Services.
We may cancel unconfirmed accounts or accounts that have been inactive for a period of time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.
When a buyer or supplier issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and suppliers.
The fees we charge for using our Services are listed on our TRUEFILL Fees page. We may change our fees from time to time by posting the changes on the TRUEFILL, Inc. site at least 7 days in advance, but with no advance notice required for any promotions or any changes that result in the reduction of fees.
You must have a payment method on file when buying or selling on TRUEFILL, Inc. and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, and retaining collection agencies and legal counsel. In addition, we may, in our sole discretion and without advance notification, limit or deny access to our Services if your payment method fails. TRUEFILL, Inc., or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information TRUEFILL, Inc. reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at TRUEFILL, Inc. Inc., C/O Global Collections, 7700 West Parmer Lane, Building D, Austin, TX 78729. If you wish to dispute the information a collection agency reported to a credit bureau regarding your TRUEFILL, Inc. account, you must contact the collection agency directly.
When creating offers to sell fuel or requests to buy fuel, you agree to comply with TRUEFILL, Inc.'s rules:
- You are responsible for the accuracy and content of the request or offer and product or service offered;
- Your request or offer may not be immediately searchable for several hours (or up to 24 hours in some circumstances). TRUEFILL, Inc. can't guarantee exact listing durations;
- Content that violates any of TRUEFILL, Inc.'s policies may be deleted at TRUEFILL, Inc.'s sole discretion;
- We strive to create an exchange and marketplace where buyers and suppliers find what they are looking for. Therefore, the appearance or placement of requests or offers in search and browse results will depend on a variety of factors, including, but not limited to:
- Buyer's and supplier location, search query, product and service attributes, and history;
- Fuel product and service location, attributes, price and delivery cost, terms of service, expiration, history, and relevance to the user query;
- Buyer and supplier history, any ratings, TRUEFILL, Inc. policy compliance, performance history, on-time delivery, on-time payment, order cancelled prior to 95% being fulfilled, and delivery non-compliance rate; and
- Number of listings matching the buyer's query.
When purchasing fuel or related services, you agree to the rules for fuel buyers:
- You are responsible for reading the full fuel offer description before making a commitment to buy. This includes any and all delivery and service fees, state and federal excise fees and taxes (where applicable), state sales tax (where applicable), and per gallon fuel prices as set out in an offer to sell fuel.
- TRUEFILL, Inc. pulls terminal- and rack-level pricing directly from fuel terminals and uses an average as the basis when calculating fuel price per gallon fees where you either create a fuel request or accept an offer with “Terminal / Rack Pricing” plus a percentage (%) or dollar amount ($). You agree to accept these prices as the terminal or rack average and will neither challenge their accuracy or decline to pay a supplier invoice due to a belief that these fees have been incorrectly calculated.
- You enter into a legally binding contract to purchase fuel when you accept a fuel offer, whether you manually accept an offer or agree to have TRUEFILL, Inc. automatically match your fuel request with a supplier offer via the Services.
- We do not transfer legal ownership of items from the seller to the buyer.
INTERNATIONAL BUYING AND SELLING
Our Services may be accessible to international sellers and buyers. Currently, we do not allow buyer and suppliers outside of the United States and Canada to use the Services.
When providing us with content or causing content to be posted using our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all copyright, publicity, trademark, and database rights and other intellectual property rights you have in the content, in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against us, our sub-licensees, or our assignee's.
You represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to us, your causing content to be posted using the Services, and use of any such content (including of works derived from it) by us, our users, or others in contract with us that is done in connection with the Services and in compliance with this User Agreement.
AUTHORIZATION TO CONTACT YOU; RECORDING CALLS
TRUEFILL, Inc. may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. TRUEFILL, Inc. may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. As described in our User Privacy Notice, TRUEFILL, Inc. may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline or mobile number. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you may change your communications preference at any time, including through the settings section of your TRUEFILL, Inc. account.
TRUEFILL, Inc. may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using auto-dialed or prerecorded calls and text messages, only as authorized by TRUEFILL, Inc. to carry out the purposes we have identified above.
TRUEFILL, Inc. may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with TRUEFILL, Inc. or its agents for quality control and training purposes or for its own protection.
PRIVACY OF OTHERS; MARKETING
If TRUEFILL, Inc. provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Request and Offer updates and other notification functionality in TRUEFILL, Inc.'s applications may not occur in real time. Such functionality is subject to delays beyond TRUEFILL, Inc.'s control.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
- Your use of or your inability to use our Services;
- Pricing, delivery, format, or other guidance provided by TRUEFILL, Inc.;
- Delays or disruptions in our Services;
- Viruses or other malicious software obtained by accessing or linking to our Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Services;
- Damage to your hardware device from the use of any TRUEFILL, Inc. Service;
- The content, actions, or inactions of third parties, including items available using our Services or the destruction of allegedly fake claims and offers;
- A suspension or other action taken with respect to your account or breach of the Abusing TRUEFILL, Inc. Section above;
- The duration or manner in which your request or offer appears in search results as set out in the Listing Conditions Section above; or
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of the amount of TRUEFILL fees which you paid to us in the 12 months prior to the action giving rise to the liability, or $100.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, your improper use of TRUEFILL, Inc.'s Services or your breach of any law or the rights of a third party.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND TRUEFILL, INC. HAVE AGAINST EACH OTHER ARE RESOLVED.
You and TRUEFILL, Inc. agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the TRUEFILL, Inc. User Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Wyoming, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and TRUEFILL, Inc., except as otherwise stated in the User Agreement.
B. Agreement to Arbitrate
You and TRUEFILL, Inc. each agree that any and all disputes or claims that have arisen or may arise between you and TRUEFILL, Inc. relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to TRUEFILL, Inc.'s Services, or any products or services sold, offered, or purchased through TRUEFILL, Inc.'s Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
1. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF
YOU AND TRUEFILL, INC. AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRUEFILL, INC. AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and TRUEFILL, Inc.'s right to appeal the court's decision. All other claims will be arbitrated.
2. ARBITRATION PROCEDURES
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would.
All issues are for the arbitrator to decide, except that issues relating to arbitrarily, the scope or enforce-ability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), shall be for a court of competent jurisdiction to decide.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration: rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute ("Notice"). The Notice to TRUEFILL, Inc. should be sent to TRUEFILL, Inc. Inc., Attn: Litigation Department, Re: Notice of Dispute, 200 Meeting Street, Ste. 303, Charleston, SC 29401. TRUEFILL, Inc. will send any Notice to you to the physical address we have on file associated with your TRUEFILL, Inc. account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and TRUEFILL, Inc. are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or TRUEFILL, Inc. may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to TRUEFILL, Inc. at the following address: TRUEFILL, Inc., Inc. c/o CT Corporation System, 200 Meeting Street Ste. 303, Charleston, SC 29401. TRUEFILL, Inc. In the event TRUEFILL, Inc. initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your TRUEFILL, Inc. account. Any settlement offer made by you or TRUEFILL, Inc. shall not be disclosed to the arbitrator.
The arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or TRUEFILL, Inc. may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and TRUEFILL, Inc. subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or TRUEFILL, Inc. may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitration involving different users, but is bound by rulings in prior arbitrations involving the same TRUEFILL, Inc. user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, TRUEFILL, Inc. will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by TRUEFILL, Inc. should be submitted by mail to the AAA along with your Demand for Arbitration and TRUEFILL, Inc. will make arrangements to pay all necessary fees directly to the AAA. If (a) you willfully fail to comply with the Notice of Dispute requirement discussed above, or (b) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse TRUEFILL, Inc. for all fees associated with the arbitration paid by TRUEFILL, Inc. on your behalf that you otherwise would be obligated to pay under the AAA's rules.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
5. FUTURE AMENDMENTS TO THE AGREEMENT TO ARBITRATE
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against TRUEFILL, Inc. prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and TRUEFILL, Inc. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.TRUEFILL.com at least 30 days before the effective date of the amendments and by providing notice through the TRUEFILL, Inc. Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
6. JUDICIAL FORUM FOR LEGAL DISPUTES
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and TRUEFILL, Inc. must be resolved exclusively by a state or federal court located in Laramie County, Wyoming. You and TRUEFILL, Inc. agree to submit to the personal jurisdiction of the courts located within Charleston County, South Carolina for the purpose of litigating all such claims or disputes.
TRUEFILL, Inc. is located at 200 Meeting Street Ste. 303, Charleston, SC 29401.
Except as otherwise provided in this Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.TRUEFILL.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 day's-notice by posting the amended terms. Additionally, we may notify you through email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a TRUEFILL, Inc. representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the TRUEFILL, Inc. site.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement, the User Privacy Notice, and all polices set forth the entire understanding and agreement between you and TRUEFILL, Inc. and supersede all prior understandings and agreements of the parties.