LAST UPDATED: December 1, 2020
1.2 NOTICE OF BINDING ARBITRATION; WAIVER OF CLASS ACTION. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14.1 WHICH PROVIDES THAT YOU AND TRUFAN.IO WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS OR APPLICABLE LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH TRUFAN.IO, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY UNLESS AN EXCEPTION APPLIES TO YOU. ADDITIONALLY, IN SECTION 14.2 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST TRUFAN.IO. PLEASE CAREFULLY READ SECTIONS 14.1 AND 14.2.
1.3 Entity. IF YOU ARE USING OR ACCESSING OUR PLATFORM ON BEHALF OF AN ENTITY, THEN YOU AFFIRM THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OR AGENT OF THAT ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS; AND (II) AGREE TO THESE TERMS ON BEHALF OF SUCH ENTITY. IN SUCH A CIRCUMSTANCE, THE WORDS “YOU” AND “YOUR” AS USED IN THESE TERMS WILL REFER TO AND APPLY TO BOTH THAT ENTITY AND YOU PERSONALLY.
1.4 Location. Trufan.io is registered in Ontario, Canada and has an address at 8 The Esplanade, Unit 5210, Toronto ON, Canada, M5E 0A6.
1.5 Language. These Terms are only available in English. No other languages will apply to these Terms.
1.6 Modifications. We reserve the right in our sole discretion to modify these Terms, or any part thereof, at any time, by posting the amended version on our Platform. Such modification will become effective 24 hours after posting. Your continued use of the Platform or any of our Services after such 24 hour notice period confirms your consent to and acceptance of such modification. The most current version of these Terms will govern your use of the Platform and our Services, including without limitation any content made available on the Platform. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party. If you do not agree with changes to these Terms, you must cease using the Platform and our Services.
1.8 Location Restrictions. This Platform, including the ability to participate in or create a Sweepstakes, is only intended for and directed to residents of jurisdictions where offering and use of the Platform is lawful. Without limiting the generality of the foregoing, the Platform is not offered to and should not be used by residents of the province of Quebec, and residents of Puerto Rico, Guam, the U.S. Virgin Islands or other U.S. territories.
1.9 Age Restrictions. Persons under thirteen (13) years of age are prohibited from accessing or using the Platform or participating in any Sweepstakes and any person thirteen (13) or older but under the age of majority in their jurisdiction must first obtain the consent of their parent or legal guardian before accessing or using the Platform or participating in any Sweepstakes. Persons under the age of majority in their jurisdiction may not create or sponsor Sweepstakes. Trufan.io has the right, but not an obligation, to at any time require proof of a person’s age and proof of parental or legal guardian consent to ensure eligibility to participate in a Sweepstakes, create or sponsor Sweepstakes, or otherwise access or use the Platform.
2. THE PLATFORM & SERVICES
2.1 Summary. In a nutshell, the Platform is an online platform that provides eligible brands, influencers, and other qualified partners (collectively, “Hosts” and each a “Host”) the ability to create, administer, and sponsor sweepstakes (also known as promotional prize draws) (“Sweepstakes”) and also provides eligible users of the Platform (each such user of the Platform, a “User”) the ability to enter into those Sweepstakes with a chance to win prizes and experiences from the Hosts who are sponsoring the Sweepstakes.
2.2 Participation. In summary, to participate in a Sweepstakes as an entrant, Users must:
a) Login to the Platform with your login credentials from certain approved social media platforms;
b) accept and comply with these Terms and the applicable official Sweepstakes rules (the “Sweepstakes Rules”); and
c) use one of the entry methods posted on the applicable Sweepstakes page, such as:
i) a social engagement entry method;
ii) redemption of Secret Codes (defined below);
iii) our Free Alternative Method of Entry, if applicable;
iv) making a donation (a “Donation”) through our Platform to the Host associated with the Sweepstakes or a third-party (a “Selected Recipient”) selected by such Host (e.g. a charity); or
v) such other entry method as specified on the applicable Sweepstakes page.
The above are just examples of some of the many ways you may be able to enter into a Sweepstakes. Actual Sweepstakes may have differing entry methods. You can find out more information about entry methods by visiting the Sweepstakes’ corresponding webpage.
This summary is subject to the Sweepstakes Rules. For full instructions and rules on how to participate in a Sweepstakes, please read and comply with the Sweepstakes Rules which you can find posted on our Platform.
NO PURCHASE NECESSARY: To be clear, you do not need to make a Donation, pay money, or pay other consideration (a fancy legal term) to be an entrant in or win a Sweepstakes, but the Hosts and Selected Recipients do appreciate the Donations. For more information about the Sweepstakes, see the Sweepstakes section of these Terms below. For more information about Donations, see section 6 below. To use our Free Alternative Method of Entry, if applicable, please follow the instructions on our Platform or in the Sweepstakes Rules.
Donations are not an entry-fee for Sweepstakes, but are instead a voluntary donation to the applicable Host or Selected Recipient made without any expectation of return from the Host, Selected Recipient, Trufan.io, or any other entity. Trufan.io, Hosts, and Selected Recipients are not obligated to provide any services, products, or otherwise in exchange for Donations made.
2.3 Services. Our Platform makes available numerous services, functionalities, and features (collectively, the “Services”). Some of those Services are made available only to Hosts and others are available to all Users, subject to certain conditions such as payment of fees. If you want access to a Service and you are eligible to receive it (for example, by being a Host), you may request such Service on the Platform via the applicable online order form for such Service. From time to time, we may also agree in writing to provide you with Services. Our provision of, and your access to, our Services is subject to us agreeing in writing to provide them to you. Additionally, all Services are subject to these Terms. You can find out more about each Service on its order form or elsewhere on our Platform.
2.4 Third-Party Services. Some Services made available on our Platform are provided by third-parties (“Third-Party Services”). We do not control Third-Party Services and have no liability for them. Your purchase of Third-Party Services may be subject to terms and conditions which differ from those contained in these Terms, including, without limitation, refund policies. You are responsible for reading and understanding the terms and conditions which apply to any Third-Party Services you purchase or use.
2.5 Disclaimer. TRUFAN.IO DOES NOT ADMINISTER, ENDORSE, OR SPONSOR ANY SWEEPSTAKES OR THE CONTENT OF ANY SWEEPSTAKES WHICH IS MADE AVAILABLE ON OUR PLATFORM UNLESS WE STATE OTHERWISE.
3.1 Contest/Sweepstakes Creation. Subject to compliance with these Terms, eligible Hosts may create Sweepstakes by using the contest creation form (“Contest Creation Form”) on the Platform (such Host, a “Sponsor”). Access to certain Sweepstakes functionalities and features may require payment of a one-time fee or a recurring paid subscription. You can find out more information about these functionalities and features and the prices for them by visiting our Website. After a Sponsor completes and submits the Contest Creation Form, the Platform will generate Sweepstakes Rules based on the information submitted by the Sponsor’s into the Contest Creation Form.
3.2 TRUFAN Administered Sweepstakes. From time to time, Trufan.io may administer Sweepstakes on behalf of Hosts (also a “Sponsor”). However, even where we are the Sweepstakes administrator, the Sponsor remains solely responsible and liable for delivering the Prize to the winner of their Sweepstakes (the “Winner”). You can confirm if we are administering a Sweepstakes by reading such Sweepstakes’ Sweepstakes Rules.
3.3 Responsibilities of Sponsor. If you are a Sponsor, you agree you are bound by the applicable Sweepstakes Rules and further acknowledge and agree that you are obligated to deliver the Prize (defined below) connected to your Sweepstakes in accordance with the terms of the applicable Sweepstakes Rules. Sponsors agree that they are solely liable for the failure to deliver any Prize in accordance with their Sweepstakes.
3.4 Restricted Participation.
a) Locations. You are prohibited from creating or participating in a Sweepstakes if you reside in the Canadian Province of Quebec or Puerto Rico, Guam, the U.S. Virgin Islands or other U.S. territories, or any other jurisdiction where participation in or operation of sweepstakes, promotional prize draws, or promotional contests is unlawful.
b) Age. You are prohibited from participating in a Sweepstakes if you are under the age of thirteen (13). If you are under the age of majority in your jurisdiction but are thirteen or older, you may not participate in a Sweepstakes unless you have received parental or legal guardian consent and in no event may you create or sponsor a Sweepstakes.
You acknowledge and agree that depending on your age, you may not be eligible to participate in certain Sweepstakes. Sponsors and Trufan.io both reserve the right to set age restrictions and ban or disqualify any person from any Sweepstakes if either the Sponsor or Trufan.io believe, in either of their sole and arbitrary discretion, that such person has not met the age threshold restriction for such Sweepstakes. Violation of age restrictions may result in suspension or deletion of your Account.
3.5 Restricted Territories. If you are a Sponsor, you agree that you will not make available or promote your Sweepstakes in the Canadian Province of Quebec or Puerto Rico, Guam, the U.S. Virgin Islands or other U.S. territories. You further agree that you will not make available or promote your Sweepstakes in the U.S. State of Florida unless your Sweepstakes complies with Florida Statutes Section 849.094, or in the U.S. State of New York unless your Sweepstakes complies with New York State General Business Law Section 369-e, both of which in certain circumstances require registration of the Sweepstakes in advance, a form of financial security for offered prizes, and certification of winners to the state.
3.6 Legal Restrictions and Minimum Age. Sponsors may set age restrictions and other restrictions on entry for their Sweepstakes. If you are a Sponsor, you agree to ensure, and are solely responsible for ensuring, that your Sweepstakes have appropriate age restrictions on entry and other restrictions as required by law. For example, if a prize is alcohol, the Sweepstakes must restrict entry from persons under the drinking age in such persons’ jurisdiction and must also restrict entry from persons where it is unlawful to distribute alcohol without legal authorization. The foregoing is not a complete list of legal obligations with respect to alcohol and is provided for illustrative purposes only.
Additionally, Sponsors must flag any mature content or prizes relating to a Sweepstakes (for example, mature video games or prizes involving alcohol) and ensure such content or prizes are not marketed or made available to persons unless they are of lawful age to view or receive such content or prize, in accordance with the laws of the jurisdictions in which the Sweepstakes is offered. Sponsors are solely responsible for apprising themselves of the laws of the jurisdictions in which they offer their Sweepstakes. In no event will any information made available from Trufan.io be deemed legal advice.
3.7 Prize. When creating a Sweepstakes, the Sponsor must disclose to Trufan.io a description (“Prize Description”) of the Sweepstakes’ prize (“Prize”) and its approximate retail value (“Value”). Sponsor’s must not offer a Prize with a Value greater than $5,000 USD. By creating a Sweepstakes, Sponsors represent and warrant to Trufan.io and all participants in the Sweepstakes that the Prize Description and Value are accurate. Prizes must be lawful in all jurisdictions where they are offered. In no event may a Prize be a weapon or a controlled substance.
3.8 Sponsorship of Sweepstakes. You acknowledge and agree that the Sponsor is the sponsor of the Sweepstakes created by that Sponsor. Among other things, this means that the Sponsor is solely responsible and liable for: (a) except as provided in Section 3.2, administration of the Sweepstakes; (b) delivery of the Prize to the Winner; and (c) any shipping and handling expenses related to the delivery of the Prize.
3.9 Delivery of Prize. If you are a Sponsor, you must promptly deliver the Prize to the winner of your Sweepstakes, and in all cases no later than 30 days after the winner of the Sweepstakes has been selected.
3.10 Acceptance of Sweepstakes Rules. By entering any Sweepstakes, you agree with the Sweepstakes Rules for such Sweepstakes. Your participation in a Sweepstakes is subject to the applicable Sweepstakes Rules.
3.11 Forfeiture of Prize. If you are a Winner and you are not available upon the awarding of the Prize, the Prize may be forfeited in accordance with the Sweepstakes Rules.
3.12 Conflicts. If these Terms are inconsistent with or conflict with the Sweepstakes Rules, the Sweepstakes Rules prevail.
3.13 Sponsor Responsibility for Legal Compliance. You agree that the Sponsor is solely responsible for ensuring that their Sweepstakes is compliant with all applicable laws, regulations, by-laws, rules, and orders in the jurisdictions in which the Sweepstakes is being made available. For example, certain US states require that sweepstakes sponsors register sweepstakes in advance, post a form of financial security for offered prizes, and certify winners to the state. You agree that Trufan.io, Twitch Interactive, Inc., YouTube LLC, Microsoft Corporation, Facebook, Inc., and Twitter, Inc. are not responsible or liable for any legal non-compliance by Sponsors, except where such entity is the Sponsor.
“This is a promotion by [Sponsor’s name]. Twitch does not sponsor or endorse [Sponsor’s name’s] promotion and is not responsible for this promotion.”
You agree that Trufan.io is not liable for any loss you suffer resulting from non-compliance with any Third Party Rules.
3.15 Responsibility for Legal Compliance. You are responsible for ensuring that your participation in or operation of a Sweepstakes (whether as an entrant, a Sponsor, or otherwise) is compliant with all applicable laws, regulations, by-laws, rules, and orders, including, without limitation, any prize notification requirements.
3.16 Void. Sweepstakes are void where prohibited by applicable law.
3.17 Prohibited Parties. Trufan.io’s directors, officers, employees, and agents, their respective immediate family members (including, without limitation, spouses, domestic partners, parents, children, and siblings) and any other person residing in the household of any of the foregoing persons are prohibited from participating in any Sweepstakes; except that Trufan.io’s directors, officers, employees, and agents may create, sponsor, or administer Sweepstakes on the Platform in the performance of their duties to Trufan.io.
3.18 Clarification of Terminology. You acknowledge that although we use the word “contest” on our Platform, we are referring to Sweepstakes as defined in these Terms. Additionally, you acknowledge that when we refer to a “contest” on the Platform or Sweepstakes in these Terms, such activity may legally or colloquially be known as a contest, sweepstakes, or promotional prize draw depending on the particular Sweepstakes Rules and the jurisdiction in which it is occurring.
3.19 Disclaimer. Trufan.io is not liable or responsible for how Sponsor’s collect, use, maintain, or disclose information you provide to Sponsors.
3.20 Taxes. You are responsible for all tax law compliance related to your operation of or participation in a Sweepstakes. If you are a winner, you agree to cooperate with the Sponsor’s reasonable requests in connection with tax filings and other tax law compliance related to your receipt of a Prize.
3.21 Cancelled Sweepstakes. Donations are not refundable in the event of a cancelled or suspended Sweepstakes. Any dispute or controversy regarding Donations that arises due to a cancelled or suspended Sweepstakes is solely between the Sponsor of such Sweepstakes and any Users who entered such Sweepstakes.
3.22 Cancelled Sweepstakes Indemnification. If you are a Sponsor of a cancelled Sweepstakes, you agree to defend, indemnify, and hold harmless Trufan.io and its Representatives from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, penalties, fees, expenses, and injuries arising or resulting from the cancelled Sweepstakes or any demand or claim for a refund of Donations related to your cancelled Sweepstakes.
3.23 Sponsor Initiated Bans. Sponsors may permanently or temporarily ban any particular User from all Sweepstakes created by that Sponsor if, in the reasonable opinion of the Sponsor, such User: (a) has violated the Sweepstakes Rules or these Terms; or (b) has acted or is acting in an offensive, abusive, obnoxious, racist, sexist, harassing, or belligerent manner, causing a disturbance, or otherwise negatively affecting the goodwill or reputation of Sponsor, Twitch, or Trufan.io. In such a circumstance, until the ban is lifted, the banned User is prohibited from entering any Sweepstakes created by the Sponsor who banned the User from their Sweepstakes.
3.24 Trufan.io Initiated Bans. Trufan.io may permanently or temporarily ban any User from any or all Sweepstakes in Trufan.io’s sole arbitrary discretion. In such a circumstance, until the ban is lifted, the banned User is prohibited from entering any Sweepstakes from which they have been banned.
3.25 Secret Codes. In some circumstances, you may be able to enter a Sweepstakes by redeeming a Secret Code. “Secret Codes” are essentially access codes that provide you with a certain number of entries into a Sweepstakes. Secret Codes may be made available from select third party partners or Trufan.io from time to time. Secret Codes have no cash value and are not intended for resale. Users and Sponsors are prohibited from selling or otherwise transferring Secret Codes to any person. Secret Codes may not be redeemed more than once. You are prohibited from using any unauthorized means to generate, crack, or discover Secret Codes.
3.26 Good Faith. Each Sponsor must act honestly and in good faith when exercising any discretion under the Sweepstakes Rules.
4. REGISTRATION OBLIGATIONS
4.1 Registration. To access certain Services and to use certain areas of our Platform, you must first complete the registration process to create an account ("Account"), which may involve registering a unique user name and password or logging into the Platform with certain approved social media login credentials (collectively, "Credentials"), identifying your User type, and providing us with any other information we request on the Account registration form. You also need to link an approved social media account (each, a “Social Media Account”) to your Account. Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify Trufan.io if you know or suspect that your Account or Credentials have been used by any other person. You shall not use or access an Account which is not your own.
4.2 Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Platform's registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data and your Account and Social Media Account data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or Trufan.io has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Trufan.io has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform or our Services (or any portion thereof) by you. Individuals under the age of thirteen (13) are prohibited from registering on any portion of this Platform.
4.3 Credentials. Trufan.io may act upon any communication that is given through your Account or by using your Credentials. Trufan.io is not required to verify the actual identity or authority of a person using your Account or Credentials, but Trufan.io may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Trufan.io is not satisfied with the verification. If Trufan.io, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Trufan.io may immediately cancel the Account or Credentials without any notice to you. We may require you to change your Credentials from time to time.
4.4 Suspension or Termination of Account. We may suspend or terminate your Account at any time and for any reason or no reason whatsoever in our sole discretion without notice to you. Without limiting the generality of the foregoing, your breach of these Terms (including without limitation failure to pay any charges or fees as billed and without delay) or Sweepstakes Rules, may result in the suspension or termination of your Account.
5. USE OF THE PLATFORM
5.1 Materials. Except with respect to third-party materials (such as Twitch, Youtube, or Mixer streams), Trufan.io authorizes you to view, download and print a single copy of materials and content provided on our Platform for your personal, non-commercial use only and only in connection with your use of the Platform and creation of or participation in Sweepstakes. You may not remove any trade-mark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of the Platform's materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Platform or this Platform’s materials or content without the prior written permission of Trufan.io is strictly prohibited. Trufan.io reserves the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and Trufan.io reserves the right to suspend or terminate your access to any part of this Platform immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from your use of our Platform.
5.2 Lawful Use. You agree that your use of this Platform and materials on this Platform will be for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet or participation in Sweepstakes by their residents.
5.3 Restricted Users. Potential users of this Platform or any of its Services or Sweepstakes, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in part; or (ii) render accessing this Platform or any of its Services or Contents illegal; are not permitted to use this Platform or create or participate in any Sweepstakes.
5.4 Restrictions. You agree not use this Platform, or the products sold on this Platform in any manner that:
a) infringes, violates or misappropriates the intellectual property rights of any third party;
b) may be considered defamatory, discriminatory, fraudulent, or otherwise malicious or harmful to any person or entity; or
c) violates applicable law or would constitute a tort.
5.5 Rules. As a condition of your use of the Platform, you agree:
a) not to use the Platform for any purpose that is unlawful under applicable law, tortious, or prohibited by these Terms;
b) not to create or participate in any Sweepstakes if doing so is unlawful under applicable law, or prohibited by these Terms;
c) not to use the Platform if doing so is unlawful in your jurisdiction;
d) not to use or access, or attempt to use or access, an Account which is not your own;
e) not to transfer, assign, or rent out your Account to any other person;
f) not to falsely state or misrepresent the origin of any User Content provided by you;
g) not to use the Platform or participate in any Sweepstakes if you reside in the province of Quebec or the states or territories of Puerto Rico, Guam, the U.S. Virgin Islands and other U.S. territories;
h) not to use the Platform or participate in any Sweepstakes if you are below the age of thirteen (13);
i) not to impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;
j) not to use scrapers, indexing tools, or other automated tools for the purposes of data mining or surveying on the Platform;
k) not to use bots or automated tools on the Platform (for example, you are prohibited from automating entries into Sweepstakes);
l) not to mirror, frame, or link to any part of the Platform;
m) not to harvest or otherwise collect, use or disclose personal information about Users, including email addresses, without their prior consent or not in compliance with applicable data protection and privacy laws;
n) not to inhibit any person’s use or access of the Platform or impair any element of the Platform or its underlying infrastructure;
o) not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Platform or its content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
p) not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Platform or its content except as permitted by us under these Terms or as expressly provided under applicable law;
q) not to use the Platform to distribute viruses or malware or other similar harmful software code;
r) not to represent or suggest that we endorse any other business, person, product, or service unless we have separately agreed to do so in writing;
s) not to register more than one Account;
t) not to use the Platform to harass, troll, inconvenience, annoy, cause nuisance, occasion violence on any person, cause property damage;
u) not to use the Platform to infringe any person’s intellectual property rights, including without limitation copyright, trademark, trade secret, and patent rights, or rights of publicly or privacy;
v) not to rent out, stream, distribute, lease, publicly perform, publicly display, transmit, broadcast, resell, modify, reproduce, prepare derivative works based upon, or otherwise exploit or commercialize the Platform except as expressly permitted by Trufan.io;
w) not to remove any intellectual property or proprietary property notices, including copyright and trademark notices, from the Platform;
x) that you are solely responsible for all costs and expenses you may incur in relation to your use of the Platform or in relation to any Sweepstakes;
y) that you are solely responsible for keeping your password and other Account details confidential;
z) to act professionally and courteously when using the Platform and participating in any Sweepstakes (including, without limitation, in connection with your use of the Prize);
aa) to comply with any additional posted guidelines or rules applicable to specific services or features relating to the Platform which may be posted by the Trufan.io from time to time (such additional guidelines or rules are hereby incorporated by reference into these Terms);
5.6 Additional Rules. If you are a Host, you additionally agree:
a) not to circumvent the Platform (for example, by accepting entrants to your Sweepstakes from outside of the Platform or by selecting winners from outside the Platform);
b) not to create or run a Sweepstakes unless you intend to deliver the Prize in accordance with the Sweepstakes Rules;
c) not to create or a run a fake or fraudulent Sweepstakes;
d) not to create or run a Sweepstakes on behalf of another person;
e) not to use copyrighted materials in your Sweepstakes (such as an image of a prize) unless you own the copyright in the image or have received authorization from the copyright holder;
f) not to enter your own Sweepstakes; and
g) to ensure that the following persons do not participate in your Sweepstakes:
i) your immediate family members (including, without limitation, spouses, domestic partners, parents, children, and siblings) and any other person residing in your household; and
ii) if you are an incorporated entity, your directors, officers, employees, and agents, and their respective immediate family members (including, without limitation, spouses, domestic partners, parents, children, and siblings) and any other person residing in the household of any of the foregoing persons.
5.7 Audit. We audit the number of times a Sponsor redraws for a winner after making the first draw in a Sweepstakes (each, a “Redraw”). We compare the frequency of Redraws to the average number of Redraws conducted by Sponsors on the Platform. If there is a material deviation from that average, we reserve the right to suspend your Account and require the original selected winner be awarded the Prize, conduct an investigation into your Account and Sweepstakes conducted under your Account. Depending on the outcome of our investigation, we may terminate your Account, in our sole discretion. These remedies are not exclusive. No damages can be claimed by a Sponsor in connection with Trufan.io exercising its rights hereunder.
5.8 Availability. While we make commercially reasonable efforts to ensure that the Platform is available, we do not represent, warrant or guarantee in any way the Platform’s continued availability at all times or uninterrupted use by you of the Platform. You acknowledge that access and use of the Platform may be subject to bugs, malfunctions, delays, and downtime. You recognize that, due to the nature of the internet and electronic devices, your access and use of the Platform may be inhibited or affected by factors outside of our control.
5.9 Accuracy of Content. Although Trufan.io reserves the right to monitor, edit, review or remove content from the Platform, we do not represent, warrant or promise (whether expressly or by implication) that any content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information on the Platform is at your own risk and we may suspend or terminate operation of the Platform at any time at our sole discretion. Nothing in these terms and conditions shall operate to prejudice any mandatory statutory requirement or your statutory rights. Content on the Platform does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
5.10 Responsibility for Expenses. You are solely responsible for all costs, expenses, and liabilities connected to your access and use of the Platform and Sweepstakes (including any Prizes thereunder). Without limiting the generality of the foregoing, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Platform, participation in a Sweepstakes, or receipt or use of a Prize; (b) obtaining and maintaining any device or other hardware or software you use to access and use the Platform or any Sweepstakes or Prize.
5.11 Availability. Availability of the Platform is subject to your continued access to sufficient internet and/or data services.
5.12 Limitations. We do not guarantee that the Platform will work on all hardware. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use the Platform, as updated from time to time.
6. ADVERTISEMENTS, PAID SERVICES, PRODUCTS, & PAYMENTS
6.1 Advertisements. Advertisements on our Platform respecting products and Services are invitations to you to make offers to purchase products and services and are not offers to sell. A properly-completed order on our Website by you constitutes only your offer to purchase the products or services in your order, even if Trufan.io has processed payment for such offer. Your order will be accepted only if and when Trufan.io sends a purchase confirmation email (“Confirmation Email”) to the email address you provided during your registration or order process or as otherwise updated on your Account. If we do not accept your order in whole or in part, we will refund any amounts paid by you to us for the order or part of the order not accepted and no contract will be formed with respect to such order.
6.2 Corrections. Any price offers or advertisements given by Trufan.io will be valid for the period stated on the offer or advertisement, except that Trufan.io reserves the right to reject any sale for any reason, including without limitation for typographical errors, illustrative errors, or a misprint in the price offer or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price.
6.3 Depictions of Products. Products may differ slightly from how depicted in any illustrations, photography or descriptions on our website. Trufan.io has endeavoured to display as accurately as possible the colours of our products as they appear on our website. However, as the actual colours you see will depend on photographic processes and your screen, Trufan.io cannot guarantee that your screen’s display of any colour will be accurate.
6.4 Charges. Use of certain Services, purchases of products, or entry into a Sweepstakes may result in charges (“Charges”) to you, plus applicable taxes. For example, if you enter a Sweepstakes by making a Donation, you will be charged the amount you choose to donate to the Sponsor. We will inform you of the prices for paid Services before you incur the Charge. Different Services may have different fees and payment schedules. When you order or subscribe to a paid Service, or make a Donation, you agree to pay the applicable Charges. Charges might be one-time or recurring, depending on the Service selected. You agree to pay all Charges and applicable taxes without delay. Unless otherwise specified, payment must be made in full and received by Trufan.io prior to our acceptance of an order for products or Services. When incurring a Charge, you must provide accurate and complete personal and billing information. You are responsible for paying all taxes associated with your order, such as sales taxes. Separate charges for taxes will be shown on your order receipt or invoice.
6.5 Receipts & Confirmation. The total Charges for your Donations and your purchases of Services and products will be set out in your purchase receipt. We will also provide confirmation of your order to the email address you provided during your registration process or as otherwise updated on your Account.
6.6 Payment. By providing a payment method, such as a credit card, that is accepted by us, you represent and warrant that you are authorized to use such payment method and that you authorize us or our third-party payment processor to charge your payment method for all applicable Charges and applicable taxes. If we, or our third-party payment processor, are unable to verify your payment method, or if it is otherwise invalid or not acceptable, any Service purchased by you may be cancelled or your entry into a Sweepstakes may be disqualified. You remain responsible for any uncollected amounts related to any failure to properly charge your payment method.
6.7 Donations. You acknowledge and agree that when a Donation is made to a Sponsor or Selected Recipient, a certain percentage of the Donation may be remitted to Trufan.io as a service charge paid by the Sponsor or Selected Recipient for the provision of this Platform and our Services (the “Service Charge”). Where applicable, taxes will be collected in connection with the Service Charge.
6.8 Recurring Subscription. If you sign up for a recurring subscription for Services, such subscription will auto-renew successively until cancelled in accordance with these Terms. This means that you will be charged an initial fee on the date you sign up and then thereafter at the commencement of each renewal period on a recurring basis until you cancel your subscription. Consequently, you authorize us (or our third-party payment processor) to charge your payment method the initial fee and then on a recurring basis for your subscription.
6.9 Cancellation. You may cancel a recurring subscription at any time by sending us a cancellation request to email@example.com. Such cancellation will become effective at the end of then-current term of your subscription. Unless otherwise indicated, cancelling one recurring subscription does not cancel your other recurring subscriptions.
6.10 No Refunds. Although you can cancel recurring subscriptions, Trufan.io does not provide refunds or credits (except as described in Sections 6.1 and 6.16).
6.11 Chargebacks. If you charge back any amounts paid by credit card or Paypal, we will charge you an additional $25 and may delete your Account.
6.12 Prices. Prices on our website are expressed in United States Dollars (USD) unless otherwise noted. Pricing and availability may change without notice. If you disagree with the fee change related to a recurring subscription, you can cancel your recurring subscription before the next renewal date.
6.13 Additional Terms May Apply. If the product or service sold has additional terms and conditions, those additional terms and conditions will be provided to you prior to the sale. By ordering such product or service, you agree to the additional terms and conditions.
6.14 Promotional Offers. At our discretion, we may make available certain Services or products at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the Service or product that was otherwise subject to the Promotion. At the end of any Promotion, if you have not cancelled the Service which corresponds with the Promotion, you agree that we (or our third-party payment processor) may begin charging you the full price for such Service.
6.15 Limited Quantities. Despite anything to the contrary in these Terms, we may impose a limit on the purchasable quantity of a particular product or service.
6.16 Availability. Delivery of products is subject to availability. If you have paid for a product but it is unavailable, we will notify you of the unavailability and either refund you the purchase price for such product or provide you with a replacement product of equal or greater value.
6.17 Payment Processor. We use third-party payment processors to process your payments. Your payments will be subject to the terms and conditions and privacy policies of such third-party payment processors. These terms and conditions and privacy policies will be made available to you before you purchase a product or Service or make a Donation. We recommend that you read these terms and conditions and privacy policies before making a purchase or Donation.
7. SHIPPING & TITLE
7.1 Shipping. Trufan.io will arrange delivery of your purchased products to your address using the process set out in your order, or otherwise any other carrier selected by Trufan.io. Orders for multiple products may be shipped separately. Trufan.io will inform you of estimated shipment dates but is not liable for any delivery delays or failure to ship by the estimated due date, including without limitation as a result of events beyond Trufan.io 's or its shippers' reasonable control, including without limitation shortage of materials, transportation failure, or acts of God. For clarity, Trufan.io has no responsibility for the shipping or delivery of Prizes.
7.2 Shipping Costs. You are responsible for all shipping costs unless we otherwise agree in writing. The costs of shipping and handling will be shown on your purchase receipt.
7.3 Title and Risk of Loss. Title and risk of loss to tangible products passes to you upon delivery to the carrier, except for licensed products such as software. Any licenses to the products or in relation to the products are subject to the terms and conditions of such licenses, and you must agree to such terms and conditions to use your products.
7.4 Insurance. Unless expressly set out in your order, Trufan.io does not provide insurance on products during delivery.
8. TRADE-MARKS AND COPYRIGHT
8.1 Trade-Marks. Trufan.io, PLAYR.gg, and related words and logos are trade-marks or trade-names of Trufan.io in Canada and other jurisdictions. Trufan.io is also the owner in Canada as well as other foreign jurisdictions of additional trade-marks, registered or unregistered. Nothing in these Terms or on this Platform will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such marks or names or any other intellectual property right of Trufan.io. The names of other companies, products and services referred to on this Platform may be trade-marks or trade-names of their respective owners. Any unauthorized use of the trade-marks or trade-names of Trufan.io and PLAYR.gg or of third parties is strictly prohibited.
8.2 Copyright. The materials provided on this Platform including, without limitation, all portions of this Platform, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Trufan.io materials remains with Trufan.io and any unauthorized use of such materials is strictly prohibited. Trufan.io reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law.
8.3 App License. Subject to and conditioned on your compliance with these Terms, Trufan.io hereby grants you a limited non-exclusive, non-sublicensable, non-transferable, revocable license to: (a) access and view the Platform and User Content; and (b) download, install, and use the Application on your mobile Device for the limited purpose of facilitating your personal use of the Platform.
8.4 DMCA. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on our Platform. If you find anything on our Platform that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement using a Digital Millennium Copyright Act (“DMCA”) notice. For more information, please see our DMCA Policy
9. USER GENERATED CONTENT
9.1 User Content. Portions of this Platform allow Users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but Trufan.io does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in User Content. By Submitting User Content on our Platform, you grant the Trufan.io a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, publish, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content Licence”). You confirm, represent, and warrant to Trufan.io that you have all the rights, power, and authority necessary to grant the User Content Licence and that any User Content you submit to us or otherwise post on the Platform is and shall be your own original work or work which you are authorized to supply to us. When you post any User Content on our or through our Platform, and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content. Please note that posted or transmitted User Content does not necessarily reflect the views of Trufan.io, and Trufan.io disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Platform.
9.2 Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Platform, is the sole responsibility of the person from whom it originated. This means that you, and not Trufan.io, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Platform or Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Trufan.io does not control the User Content posted via the Platform or Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Trufan.io responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Platform or Services.
9.3 Removal of Content. You acknowledge that Trufan.io does not pre-screen, monitor, or modify User Content, but that Trufan.io has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Platform or Services that violates these Terms, or is otherwise objectionable, in our discretion. You acknowledge and expressly consent to Trufan.io, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Trufan.io believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Trufan.io, or our affiliates, staff, users, or the public.
9.4 Ownership of Derivative Content. Trufan.io owns all data, information, materials, works, and content derived or created from User Content (“Derivative Content”).
9.5 Feedback. We value your visit to this Platform and welcome any questions, comments or feedback you might have about this Platform, these Terms, the Sweepstakes or any of the products or services offered by Trufan.io ("Feedback"). Please refer to the Contact section of this Platform for phone and email addresses. That said, the Platform is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.
9.6 License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant Trufan.io a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person. You also grant Trufan.io the right to use the name you submit with the User Content or Feedback, if any, in connection with Trufan.io's rights hereunder.
9.7 Third-Party Rights Warranty. You represent, warrant, and covenant to Trufan.io that your User Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, or any other rights, of any person.
10. THIRD PARTY SERVICES AND CONTENT
11. REPRESENTATIONS AND WARRANTIES
11.1 Your Representations and Warranties. In addition to and not in derogation of any other representations and warranties you provide to us in these Terms, you represent and warrant to us that:
a) You are a legal entity or no younger than 13 years old;
b) If you are not yet at the age of majority in your jurisdiction, your parents or guardians have authorized your use of the Platform;
c) All information in your Account and Social Media Accounts, and any other information you provide us, is true, accurate, current, and complete, including, without limitation, your age and residency information;
d) you are using the Platform in a jurisdiction where access to, and use of, the Platform (or any part thereof) is not prohibited or illegal;
e) if your business uses the Platform, your business has complied with all applicable licensing, permit, and registration requirements related to your business;
f) your User Content does not violate the privacy rights, intellectual property rights, or any other rights, of any person;
g) you have all authorizations and licenses necessary to post your User Content on the Platform and to grant us the license thereto;
h) you understand the contents of these Terms and have had the opportunity to obtain legal advice with respect to these Terms before agreeing to it;
i) you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your User Content to use his/her name and/or likeness;
j) you have the capacity and authority to enter into, execute, and perform your obligations under, these Terms;
k) you have provided accurate and complete information on your Account registration form and will keep such information updated and current;
l) operation of sweepstakes is lawful in your jurisdiction; and
m) participation in sweepstakes is lawful in your jurisdiction.
12. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY
12.1 DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOU USE THE PLATFORM, SERVICES, PRODUCTS, SWEEPSTAKES, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES AT YOUR OWN RISK. THE PLATFORM, SERVICES, PRODUCTS, SWEEPSTAKES, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUFAN.IO HEREBY DISCLAIMS ALL CONDITIONS OR WARRANTIES WHATSOEVER, WHETHER STATUTORY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE PLATFORM, SERVICES, PRODUCTS, SWEEPSTAKES, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES. WITHOUT LIMITING THE FORGOING, THE PLATFORM, SERVICES, PRODUCTS, SWEEPSTAKES, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES ARE PROVIDED WITHOUT STATUTORY, IMPLIED, OR EXPRESS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, CURRENCY, RELIABILITY, EFFECTIVENESS, USABILITY, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT THE PLATFORM OR SERVICES WILL FUNCTION WITHOUT ERRORS, INTERRUPTION, OR DOWNTIME.
12.2 LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUFAN.IO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SUBSIDIARIES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR OR RELATED TO LOSS OF PROFITS, LOSS OF REVENUES, PROPERTY DAMAGE, LOSS OF GOODWILL, USE, DATA LOSS, PERSONAL INJURY, LOST OPPORTUNITIES, DAMAGE TO REPUTATION, COMMERCIAL LOSS, FINANCIAL LOSS, OR ECONOMIC LOSS, OR INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR BASIS OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF TRUFAN.IO, OR TRUFAN.IO’S REPRESENTATIVES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRUFAN.IO, AND IT’S REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANYTHING WHICH RESULTS FROM:
a) YOUR USE OF OR RELIANCE ON THE PLATFORM;
b) YOUR INABILITY TO ACCESS OR USE THE PLATFORM DUE TO ANY CAUSE;
c) ANY SWEEPSTAKES OR PRIZE;
d) ANY TRANSACTION, CONTRACT, RELATIONSHIP OR ENGAGEMENT YOU HAVE WITH ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, OTHER USERS);
e) ANY SERVICES OR GOODS YOU REQUEST OR RECEIVE THROUGH THE PLATFORM;
f) YOUR RELIANCE ON CONTENT, THIRD-PARTY CONTENT, OR INFORMATION MADE AVAILABLE ON THE PLATFORM;
g) PRODUCTS OR SERVICES SOLD OR MADE AVAILABLE THROUGH THE PLATFORM;
h) THE ACTS OR OMISSIONS OF ANY USERS;
i) ANY ACT YOU MAKE OR FAIL TO MAKE AS A RESULT OF YOUR USE THE PLATFORM;
j) ANY OTHER MATTER RELATING TO THE PLATFORM.
12.3 Liability Cap. WITHOUT LIMITING SECTION 12.2, IN NO CIRCUMSTANCE WILL TRUFAN.IO OR ITS REPRESENTATIVES AGGREGATE LIABILITY EXCEED ONE HUNDRED AND FIFTY UNITED STATES DOLLARS IN ALL CASES.
12.4 Security Breach. Trufan.io strives to keep your personal information, User Content, and Account safe from security breaches; however, we cannot guarantee the safety or security of your personal information, User Content, or Account. BY USING THE PLATFORM OR THE SERVICES, OR PARTICIPATING IN A SWEEPSTAKES, YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE TRUFAN.IO AND ITS REPRESENTATIVES FROM ALL AND ANY LIABILITY FOR ANY HARM, INJURY, LOSS, OR DAMAGES SUFFERED BY YOU AS A RESULT OF A SECURITY BREACH, FAILURE, OR SHORT COMING OF THE SERVICES. If you believe that a security breach is occurring, or will occur, you must notify us immediately.
12.5 Limitation. Notwithstanding any other provision of these Terms, if applicable law limits or prohibits the application of sections 12.1 to 12.4, then Trufan.io and it’s Representatives liability will be limited and excluded to the maximum extent permissible.
12.6 General Indemnification. You agree to defend, indemnify, and hold harmless Trufan.io and its Representatives from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, penalties, fees, expenses, and injuries arising or resulting from: (a) your use of the Platform; (b) your receipt of or failure to receive a Prize; (c) your participation in or ability to participate in a Sweepstakes; (d) your breach of these Terms; (e) any violation of any right of, or harm or loss of, any person caused by you; or (f) your violation of any law, regulation, order, or by-law. Trufan.io reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Trufan.io. You will co-operate as fully as reasonably required in the defense of any indemnified claim.
12.7 Indemnification by Sponsors. If you are a Sponsor, you additionally agree to defend, indemnify, and hold harmless Trufan.io and its Representatives from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, penalties, fees, expenses, and injuries arising or resulting from: (a) your breach of applicable Sweepstakes Rules; (b) your failure to deliver a Prize to a Winner in a timely manner; (c) the delivery of a Prize to a Winner; or (d) any Sweepstakes you create or administer.
12.8 User Dispute. If you have a dispute with any User, you release Trufan.io and it’s Representatives 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.
12.9 Information. You acknowledge and agree that nothing contained in these Terms, the Sweepstakes Rules, or otherwise on our Platform constitutes legal, tax, accounting, or other professional advice and should not be relied upon as such. Content regarding the laws of sweepstakes and tax law requirements provided on our Platform is provided for informational purposes only. Always consult with a qualified professional advisor before creating a Sweepstakes.
12.10 Reliance. You understand and agree that we are making the Platform available to you in reliance upon the limitations and exclusions of liability, indemnities, release, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination, suspension, or cancellation of your Account or suspension or termination of use of, or access to, Platform.
13. TERM AND TERMINATION
13.1 Effectiveness. These Terms are effective upon your Acceptance of these Terms.
13.2 Termination by Trufan.io. Trufan.io may terminate these Terms or stop providing the Platform or any Services at any time in its sole discretion.
14.1 Arbitration. If the courts or applicable law in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and Trufan.io arising out of or relating to these Terms or the relationship between any Trufan.io and you, that you and Trufan.io shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and Trufan.io. If you and Trufan.io do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the British Columbia International Commercial Arbitration Centre, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law or court order. Notwithstanding the foregoing, Trufan.io may seek injunctive or other equitable relief to protect its rights, and for any other purpose, in any court of competent jurisdiction.
You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and Trufan.io arising out of or relating to these Terms or the relationship between any Trufan.io and you. To opt out, you must, within 30 days of accepting these Terms, deliver to Trufan.io a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:
8 The Esplanade, Unit 5210
Toronto, Ontario, Canada
If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of British Columbia will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to these Terms, the Platform, any other products or services made available by us, or your relationship with Trufan.io.
14.2 Waiver. You agree to waive any right you may have to commence or participate in any class action against Trufan.io related to any claim and, where applicable, you also agree to opt out of any class proceedings against Trufan.io. Where applicable, if a dispute arises between us and you, you waive any right you may have to participate in a trial by jury with respect to that dispute.
15.1 Survival. Sections and Parts 1.8, 3.10, 3.16, 3.17, 3.20, 3.21, 3.22, 5.7, 5.8, 5.9, 6.1, 6.3, 7.3, 8.1, 8.2, 8.4, 9, 11, 12, 14, and 15 and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the cancellation or deletion of your Account.
15.3 Supplemental Contracts. Notwithstanding section 15.2 of these Terms, your use of the Platform is subject to any other written and duly executed contracts you may have with Trufan.io (a “Supplemental Contract”). In the case of any conflict between these Terms and a Supplemental Contract, the terms of such Supplemental Contract shall prevail.
15.4 Assignment. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person.
15.5 Governing Law. The courts in some countries or provinces will not apply the law of British Columbia to some types of disputes. If you reside in one of those countries or provinces, then where British Columbia law is excluded from applying, your country or province’s laws will apply to such disputes related to these Terms. Otherwise, these Terms are governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15.6 No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.
15.7 Waiver. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms are held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.
15.8 Headings. Headings are for convenience only and shall not affect the interpretation of these Terms.
15.9 Currency. References to dollar amounts in these Terms and on the Platform are in U.S. dollars unless otherwise stated in writing.
15.11 Enurement. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
15.12 Notice. Trufan.io may give notice to you by email, letter, or SMS to the applicable address or number you provide on your Account or by notice posted on the Platform. You may provide notice to us by letter to Trufan Inc., 8 The Esplanade, Unit 5210, Toronto ON, Canada, M5E 0A6.
15.13 Further Assurance. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Trufan.io, to effect the purposes of these Terms and carry out its provisions.
15.14 Force Majeure. In no event will Trufan.io be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Trufan.io’s reasonable control, including acts of God, flood, fire, earthquake, tsunami, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
15.15 Relationship of the Parties. Each Host is and shall remain at all times an independent contractor and not an employee or dependent contractor of Trufan.io. Nothing in these Terms shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between any Host and Trufan.io for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever.