Terms & Conditions

SERVICES

This Terms and Conditions Agreement (“Terms”) is entered into between you (“you” or “Client”) and Truevyne, a Rent Bridge Company ("Truevyne" or "Truevyne") for the range of products and services that Truevyne provides ("Services").

Please read these Terms carefully because they contain a limitation of liability and release of claims against Truevyne and other important information about your legal rights.

These Terms are incorporated by reference into and made a part of any written agreement, proposal, or quote submitted to Truevyne and govern the relationship between the Client and Truevyne. These Terms also apply to any Services the Client may sign-up for without an agreement, such as verbal agreement or other limited-time offers. All agreements are subject to acceptance by Truevyne at its sole discretion. Any written agreement, proposal, or quote, these Terms, and the documents and/or links referenced in such documents are together referred to as the "Agreement."

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have the full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understood this Agreement, and (iii) you agree, on behalf of the Client, to this Agreement.

TIME AND AVAILABILITY

Truevyne shall have discretion in selecting the dates and times it performs the Services giving due regard to the needs of the Client's business. Truevyne will make appropriate efforts to meet the reasonable requests of the Client, such as conference calls, deliverables, reports, and other items related to the services provided.

CONFIDENTIALITY

In order for Truevyne to perform the Services, it may be necessary for the Client to provide Truevyne with Confidential Information (as defined below) regarding the Client's business and products. The Client will rely heavily upon Truevyne's integrity and prudent judgment to use this information only to provide the Services.

STANDARD OF CONDUCT

In rendering Services under this Agreement, Truevyne shall conform to high professional standards of work and business ethics. Truevyne shall not use the time, materials, or equipment of the Client without the prior written consent of the Client.

CREATIVE SERVICES

Except as may be otherwise provided, if you request that Truevyne provide any creative services, you will remain fully responsible for any content you provide to Truevyne. With respect to any content created by Truevyne, as between you and Truevyne, Truevyne shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos, or other proprietary elements that may be included within such content, but that predates the creation of the content. Upon payment in full, ownership of custom creative assets shall be transferred to the Client, with the exception of previously existing assets, materials, or proprietary assets.

OUTSIDE SERVICES

From time to time, Truevyne may use the service of any other person, entity, or organization in the performance of Truevyne's duties. Should Truevyne use the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Client's Confidential Information (as defined in this Agreement).

TAXES

Truevyne shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits of Truevyne's employees. Neither federal, state, nor local income tax nor payroll tax of any kind shall be withheld or paid by the Client on behalf of Truevyne or his/her employees. Truevyne understands that he/she is responsible for payment, according to law, Truevyne's taxes, and Truevyne shall, when requested by the Client, properly document to the Client that any and all federal and state taxes have been paid.

BENEFITS

Truevyne and Truevyne's employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plans of the Client. No workers' compensation insurance shall be obtained by the Client covering Truevyne or Truevyne's employees.

COMPENSATION

Client shall compensate Truevyne as outlined in the Agreement.  Scoping Project fees are due upon execution of Agreement. Monthly fees, where applicable, are due each month, beginning on the date in which the Agreement becomes effective (example:  Effective date is 3/10/2023, then the monthly fee will be due on the 10th of every subsequent month during this Agreement). Work under any executed Agreement will begin once the first payment is made.  Client and Truevyne agree to an automated payment method after the first month using the payment method provided by Client. Any payment methods provided by Client are eligible for processing unless otherwise dictated by Client prior to the due date of the applicable invoice. 

PAYMENT AUTHORIZATION

Client may pay via credit card or ACH banking draft.  There is no charge for processing ACH payments; however, credit card payments will incur a processing fee of 2.99% of total payment amount. Truevyne requires automated payment processing for any recurring payments. Client-initiated payments are permitted under limited circumstances pertaining to project-based, non-recurring Agreements and only upon approval by Truevyne. 

By accepting this Agreement, Client authorizes Truevyne to charge the credit card or draft the bank account provided to Truevyne via HubSpot quote or completed payment authorization form or other Agreement for the initial charges, as well as recurring and monthly charges as listed in Agreement for the total amount due each billing period.  Client also authorizes charges for any additional related services Client may knowingly incur.  Client acknowledges that charges to Client account may vary and agrees to accept electronic communication of those charges as a viable form of approval.

Any overdue or unpaid balances as a result of failed payment, returned payment, or payment dispute will be subject to a late payment fee of 1% DAILY after the due date has passed, in addition to any fees incurred by Truevyne in an attempt to collect payment. Truevyne, at its discretion, may waive the late fees, collection expenses, or returned payment fees on a case-by-case basis. 

REIMBURSEMENT

The Client agrees to reimburse Truevyne for all actual reasonable and necessary expenditures that are directly related to the services. These expenditures include but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), any special printing or mailing requested by the Client, or any third-party services managed by Truevyne at the request of the client. Unless otherwise agreed, expenses incurred by Truevyne will be invoiced and charged using the payment record on file. If no payment record is on file, the Client agrees to provide a valid form of payment within 15 days of receiving an invoice for reimbursed expenses.

RESPONSIBILITY UPON TERMINATION

Any equipment provided by the Client to Truevyne in connection with or furtherance of Truevyne's services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, within a reasonable time after the termination of this Agreement, be returned to the Client.

SURVIVAL

The confidentiality provisions of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.

OBLIGATION OF CONFIDENTIALITY

In performing Services under this Agreement, Truevyne may be exposed to and will be required to use certain "Confidential Information" (as hereinafter defined) of the Client. Truevyne agrees that Truevyne will not and Truevyne's employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Client or disclose such Confidential Information without the written authorization of an officer of the Client, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information. "Confidential Information" means information not generally known and proprietary to the Client or to a third party for whom the Client is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Client, customer lists, any confidential, secret development or research work of the Client, or any other confidential information or proprietary aspects of the business of the Client. Any methods, tools, or work product produced by Truevyne during the course of work for the Client does not fall under the definition of "Confidential Information" so long as it does not disclose other Confidential Information. Truevyne retains the rights to any tools, technology, or any other work product it develops during the course of working for the Client. All information which Truevyne acquires or becomes acquainted with during the period of this Agreement, Truevyne has a reasonable basis to believe to be Confidential Information, or which is treated by the Client as being Confidential Information, shall be presumed to be Confidential Information. Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Truevyne's prior written consent.

NON SOLICITATION

Client is prohibited from soliciting, contracting, or employing any Truevyne employee, contractor, or consultant for a minimum of two years following the conclusion of any Agreement term with Truevyne.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

You represent and warrant that you have all necessary rights and authority to enter into the relationship with Truevyne contemplated by the Agreement. You represent, warrant, and covenant that any website, website content, and any content or materials that you provide to Truevyne do not and will not: (a) infringe on any third party's copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws, and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state, or federal regulatory or quasi-regulatory authorities.

INDEMNIFICATION

You will indemnify, defend (with counsel reasonably acceptable to Truevyne) and hold harmless Truevyne, its subsidiaries, affiliates, and parent companies and each of their respective directors, owners, officers, agents, and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys' fees and expenses) incurred in connection with any claim, action or proceedings that arise as a result of work performed by Truevyne as part of the services outlined in this Agreement.

CONSTRUCTION OF TERM

If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Indiana.

TIMING OF CLAIMS

You agree that regardless of any statute or law to the contrary, the dispute resolution process identified in Section 15 applicable to any claim, dispute, or controversy arising out of or related to the Agreement must be commenced within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of Intellectual Property Rights may be brought.

COMPLETE AGREEMENT

This Agreement constitutes the complete Agreement and sets forth the entire understanding and Agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings with respect to the subject of this Agreement, whether written or oral. This Agreement may be changed only in writing and signed by both parties. With respect to changes to Agreements then in effect, such writing may include email, provided that such changes are limited to a change in the term of the Agreement or the amounts being paid under the Agreement.

DISPUTE RESOLUTION

Other than claims to collect an amount due for providing the Services, any dispute, controversy, or claim arising out of or related in any manner to this Agreement or the Services shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof in Indianapolis, Indiana. The arbitration shall take place before a panel of one (1) arbitrator sitting in Indianapolis, Indiana. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Indiana. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each party shall bear its own costs relating to the arbitration proceedings, irrespective of its outcome. Any claim shall be brought individually on behalf of the person or entity seeking relief, not on behalf of a class or other persons or entities not participating in the arbitration, and shall not be consolidated with the claim of any person who is not asserting a claim arising under or relating to this contract. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement and/or the Services, except that a party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction in Indianapolis, Indiana if in its reasonable judgment, such action is necessary to avoid irreparable harm. The arbitrator will make the initial determination as to whether any claim is subject to arbitration. Notwithstanding any language to the contrary in this Agreement, the parties hereby agree that any award issued by the arbitrator (the Underlying Award”) may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.

WAIVER OF BREACH

The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

TERMINATION OF MONTHLY PLANS OR SUBSCRIPTION CHANGES

Either party may terminate a monthly or subscription plan at any time with written notice as outlined in this section.

CLIENT-INITIATED CANCELLATION PRIOR TO END OF AGREEMENT TERM

In the event of client-initiated cancellation of a monthly, subscription, or recurring plan prior to the end of the Agreement term, the balance for the remainder of the Agreement term is due in full at the time of cancellation.

CLIENT-INITIATED CANCELLATION AFTER END OF AGREEMENT TERM

Truevyne Agreements that include a monthly, subscription, or recurring plan may be canceled by Client at any time after the end of the Agreement term with 60 days written notice unless otherwise noted in the Agreement details. 

CHANGES TO MONTHLY, SUBSCRIPTION, OR RECURRING PLANS

Monthly, subscription or recurring plans are auto-renewing for the length of time for which they are constructed. Example: 6-month Agreements will renew automatically for six months in the absence of written notice of cancellation according to the terms of the Client Agreement. Client and Truevyne may agree at any time to change the Client’s monthly plan. Any client-initiated change request must be agreed upon in writing by both parties. If the change to the monthly, subscription, or recurring plan is made prior to the end of the Agreement term, the difference in the remaining balance for the total contract value will be due in full at the time of plan change. Truevyne, at its discretion, may waive the remaining balance on a case-by-case basis.

SUCCESSORS AND ASSIGNS

Truevyne may assign this Agreement. The client may not assign this Agreement without the prior written consent of Truevyne, provided, however, that the Agreement shall be assignable by the Client without Truevyne's consent in the event the Client is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors, and assigns.

OUTSIDE CONTRACTORS AND SUBCONTRACTORS

Truevyne reserves the right to assign contractors and/or subcontractors to perform work as outlined in the Agreement.

REVISIONS DURING EXECUTION

The client may be charged additional fees if the Client requests to make changes to the agreed-upon project scope and objectives.

ADDITIONAL SERVICES

In the event Client and Truevyne agree to additional work that is not included in the scope and pricing of any Agreement, Truevyne will add the additional fees to Client's monthly invoice.  (hypothetical example:  building an additional landing page would incur an additional charge of $250 if it is not part of any Agreement).  Truevyne will notify Client of the additional charge and obtain approval prior to commencing any additional work. 

DISCLAIMER OF WARRANTIES

Truevyne provides all services performed on an "as is" and "as available" basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted availability. If services are interrupted or delayed, Truevyne’s sole obligation will be to restore such services as soon as practicable. To the maximum extent permitted by applicable law, Truevyne disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from the course of dealing or course of performance. Truevyne will have no liability for any: errors, mistakes, or inaccuracies of content or information; claims relating to infringement of any third party's intellectual property or defamation; personal injury or property damage resulting from your access to or use of any of the services; unauthorized access to or use of Truevyne servers or of any personal or financial information; (v) interruption of transmission to or from the services; (vi) bugs, viruses, trojan horses, or the like which may be transmitted on or through the services by any third party; (vii) loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available on or through the services; or (viii) matters beyond Truevyne's reasonable control. Truevyne does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party on or through the offerings or any linked website.

No advice or information, whether oral or written, obtained by you from Truevyne or through the services will create any warranty not expressly made in these services' terms.

Without limiting the generality of the foregoing, Truevyne makes no guarantees with respect to the performance of any product or service.

LIMITATIONS OF LIABILITY

No consequential damages. To the maximum extent permitted by applicable law, neither party shall be liable for any special, indirect, incidental, punitive, or consequential damages (including, without limitation, for breach of contract or warranty, negligence, or strict liability) or for interrupted communications, loss of use, lost business, lost data or lost profits (even if such party was advised of the possibility of any of the foregoing), arising out of or in connection with this Agreement. The foregoing exclusion of liability will not apply to (i) either party's indemnification obligations, including any amounts payable in connection therewith; (ii) to your confidentiality obligations; and/or (iii) either party's willful misconduct.

LIMITATION ON DAMAGES

To the maximum extent permitted by applicable law, under no circumstances shall Truevyne's cumulative, aggregate liability to you or any third party exceed the amounts received by Truevyne from you during the 12-month period immediately prior to the incident giving rise to such liability. In lieu of a refund, Truevyne shall be permitted, in its sole discretion, to provide "make-good" services, provided such "make-good" services are provided within a reasonable period of time after the liability has accrued.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Truevyne may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Truevyne's liability will be the minimum permitted under such law.

ACKNOWLEDGEMENT

Each party acknowledges that the other party has entered into the Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

FORCE MAJEURE

Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, or strike, whether legal or illegal, labor or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

TERMS MODIFICATION

Terms and Conditions may be modified from time to time by Truevyne without notice.

CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at legal@truevyne.com.