Terms of Service

TrueMeter Terms of Service

Welcome to TrueMeter. Please read on to learn the rules and restrictions that govern your use of our Services. If you have any questions, comments, or concerns, please contact us at:

Email: founders@truemeter.com Phone: +1 (415) 237-1740 Address: 220 Montgomery Street, Suite 1120, San Francisco, CA, 94104

These Terms of Use or Terms of Service (the "Terms") are a binding contract between you and TrueMeter, Inc. ("TrueMeter," "we" and "us"). By agreeing to these Terms on behalf of a business entity, you represent and warrant that you are authorized to bind that entity to these Terms (in which case, the references to "you" and "your" in these Terms refer to that entity). These Terms are intended solely for business customers ("Customers") and do not apply to individual consumers. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy, and are further subject to the terms of any Order Form or B2B Subscription Agreement you execute with TrueMeter (the "Agreement"). In the event of any conflict between these Terms and an executed Agreement, the Agreement shall control. Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will TrueMeter ever change the Services?

We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content (as defined below) from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Will these Terms ever change?

These Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://TrueMeter.com, send you an email, and/or notify you by some other means. If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

TrueMeter takes the privacy of its users very seriously. For the current TrueMeter Privacy Policy, please click here.

What are the basics of using TrueMeter?

As part of the Services, you have the option to subscribe to TrueMeter's utility bill management platform (the "Subscription") by executing an Order Form with TrueMeter. Our Subscriptions are customized for your organization and are dependent on the services and products offered by your local utility and energy providers (each, a "Utility Provider"), and the prices charged therefore. The specific terms and conditions applicable to your Subscription, including covered locations, legal entities, and fee amounts, are set forth in your executed Order Form and Agreement.

Your Subscription will begin on the date specified in your Order Form and continue for an initial term of twelve (12) months, unless otherwise specified. Renewal terms are subject to mutual written agreement of both parties as set forth in your Agreement. You can cancel your Subscription in accordance with the termination provisions of your Agreement by contacting us at founders@truemeter.com.

You acknowledge and agree that, in order for us to provide your Subscription, you must: (1) electronically execute a Letter of Authorization and Utility Agent Agreement, which will allow us to work with your Utility Providers on your behalf; (2) provide us with ongoing and uninterrupted access to your online accounts with your Utility Providers, including completing any one-time access or two-factor authentication setup reasonably required for TrueMeter to perform the Services; (3) notify us whenever any service location set forth in your Order Form changes; and (4) provide us with accurate, truthful, and complete information in response to any questions we ask you regarding the Services. Any failure to comply with the above requirements may result in us terminating your Subscription or adjusting your fees.

Our goal is to lower your monthly utility costs. In order to help us provide the Services to you, you acknowledge and agree that you will sign the Letter of Authorization and Utility Agent Agreement we provide to you, pursuant to which you authorize TrueMeter to request information and take actions on your behalf, including but not limited to requesting and receiving billing records and billing history, requesting rate changes, placing your utility bills on a payment plan with your Utility Provider, and enrolling you in certain programs offered by your Utility Provider.

TrueMeter Account

You may be required to sign up for a TrueMeter account, select a password and user name ("TrueMeter User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information. You may not select as your TrueMeter User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You will only use the Services for your organization's internal business purposes, and only in a manner that complies with all laws that apply to you.

You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.

You will not share your TrueMeter User ID, account or password with anyone outside your authorized organization, and you must protect the security of your TrueMeter User ID, account, password and any other access tools or credentials. You're responsible for any activity associated with your TrueMeter User ID and account.

What About Messaging?

As part of the Services, you may receive communications through the Services, including messages that TrueMeter sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

(a) infringes or violates the intellectual property rights or any other rights of anyone else (including TrueMeter); (b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws, or any other purpose not reasonably intended by TrueMeter; (c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your TrueMeter User ID, account, or anyone else's (such as allowing someone else to log in to the Services as you); (e) attempts, in any manner, to obtain the password, account, or other security information from any other user; (f) violates the security of any computer network or cracks any passwords or security encryption codes; (g) runs Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); (h) "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (i) copies or stores any significant portion of the Content; or (j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including TrueMeter's) rights.

Subject to these Terms, we grant each Customer a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us.

You understand that TrueMeter owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

What about anything I contribute to the Services – do I have to grant any licenses to TrueMeter?

Customer Data and Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your "Customer Data." You are solely responsible for all Customer Data you contribute to the Services. You represent that all Customer Data submitted by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. At your discretion, you may provide feedback to TrueMeter concerning the functionality and performance of the Service from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements ("Feedback"). If you provide any Feedback, you hereby assign ownership of all Feedback to TrueMeter. In the event ownership in the Feedback cannot be granted to TrueMeter, you grant TrueMeter at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

Subject to these Terms, we grant each Customer a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any Customer Data that:

(i) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty or extreme violence towards animals; (vii) promotes fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, or any other dubious money-making ventures; (viii) uses or misappropriates data on this site for unauthorized commercial gain; or (ix) violates any law.

Licenses

By submitting Customer Data through the Services, you hereby grant TrueMeter a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Customer Data in connection with this site, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels, and including after your termination of your account or the Services. Notwithstanding the foregoing, TrueMeter shall not sell or disclose your Customer Data to third parties except as necessary to provide the Services or as required by law.

You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the party from whom such Content originated. We aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by TrueMeter, including but not limited to your Utility Providers. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that TrueMeter is not responsible for such risks. In order to provide the Services, TrueMeter relies on the accuracy and completeness of the information and Content you and your Utility Providers provide. You acknowledge and agree that TrueMeter cannot and will not be responsible for any issues that arise between you and your Utility Provider based on any inaccurate information or Content either party provides.

TrueMeter has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with your Utility Providers, including your payment obligations and delivery of services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations. You agree that TrueMeter shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, to the extent such loss or damage did not result directly and solely from the actions of TrueMeter. To the extent you have any outstanding balance or payments due to your Utility Provider at the time you begin your Subscription, TrueMeter assumes no liability for such outstanding balances.

Do the Services cost anything?

The Services are provided on a paid subscription basis. Fees, payment schedules, and all other commercial terms are set forth in your executed Order Form and Agreement. All fees are payable in U.S. dollars in accordance with the payment terms in your Agreement.

Payment Processing and Financial Services.

TrueMeter is not a bank, money transmitter, money services business, payment processor, or financial institution. TrueMeter does not hold, transfer, transmit, or exchange funds on behalf of any person or entity, and does not provide money transmission services as defined under applicable federal or state law, including the Bank Secrecy Act (31 U.S.C. § 5330), or under any applicable state money transmission or money services business statutes. Nothing in these Terms, or in any product, service, or feature offered by TrueMeter, shall be construed as constituting money transmission, currency exchange, or any other regulated financial activity requiring licensure under federal or state law.

TrueMeter partners with Stripe Payments Company for money transmission services and account services, with funds held at Fifth Third Bank N.A., Member FDIC.

Billing.

We use Stripe, Inc. ("Stripe") as our third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account on the Services. To access TrueMeter's utility payment and financial account features, Stripe opens Connected Accounts and Financial Accounts on your behalf — one per legal entity. The processing of payments will be subject to the terms, conditions and privacy policies of Stripe in addition to these Terms. You can access Stripe's Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy.

We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use the Services, you agree to pay all charges at the prices then in effect in accordance with the applicable payment terms in your Agreement. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

Late or Missing Payments.

Past due invoices are subject to interest and penalties as set forth in your Agreement. In the event TrueMeter fails to make any payment to your Utility Provider when due, TrueMeter will pay any associated late fees or penalties on your behalf, except to the extent such delay was caused by your actions or omissions, including without limitation your failure to make timely payments to TrueMeter as required under your Agreement.

Termination Fee.

Upon termination of your Subscription, a termination fee may apply as set forth in your executed Agreement.

Taxes.

You shall be responsible for all taxes associated with the Services, excluding taxes based on TrueMeter's net income and taxes already included as part of your utility bills.

What if I want to stop using the Services?

You may terminate your Subscription in accordance with the termination provisions of your Agreement by contacting us at founders@truemeter.com or via our website. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

TrueMeter is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms or your Agreement, or if your account becomes past due. TrueMeter has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Customer Data may be irretrievably deleted if your account is ninety (90) days or more delinquent.

If you have terminated your Subscription by mistake, contact us immediately at founders@truemeter.com – we will try to help, but unfortunately, we can't promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer.

TrueMeter and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (TrueMeter and all such parties together, the "TrueMeter Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the TrueMeter Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. THE SERVICES AND CONTENT ARE PROVIDED BY TRUEMETER (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT AND WILL NOT BE RESPONSIBLE FOR THE PROVISION OF ELECTRICITY OR ANY OTHER ENERGY OR UTILITY SERVICES, OR FOR THE RELIABILITY OF ANY UTILITY PROVIDER.

Limitation of Liability.

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL ANY OF THE TRUEMETER PARTIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE TRUEMETER PLATFORM FEES PAID OR PAYABLE BY YOU TO TRUEMETER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Restricted Rights.

The Content and this site are provided with "Restricted Rights." Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of TrueMeter's proprietary rights in them.

Indemnity.

You agree to indemnify and hold the TrueMeter Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms, or (c) your Customer Data. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment.

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without TrueMeter's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent, including in connection with a merger, acquisition, or sale of substantially all of our assets.

Force Majeure.

TrueMeter shall not be liable to you for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of TrueMeter. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures or failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, or labor strikes.

Choice of Law.

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with TrueMeter and limits the manner in which you can seek relief from TrueMeter. Both you and TrueMeter acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, TrueMeter's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. TrueMeter will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. TrueMeter will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or TrueMeter may assert claims, if they qualify, in small claims court in San Francisco, California or any United States county where you are located. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND TRUEMETER WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and TrueMeter are instead choosing to have claims and disputes resolved by arbitration. In any litigation between you and TrueMeter over whether to vacate or enforce an arbitration award, YOU AND TRUEMETER WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor TrueMeter is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 220 Montgomery Street, Suite 1120, San Francisco, CA, 94104 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your organization's name and address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or TrueMeter to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and TrueMeter agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco County, California, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with TrueMeter.

Miscellaneous.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that TrueMeter may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms, together with your executed Agreement and Order Form, constitute the complete and exclusive statement of the mutual understanding between you and TrueMeter with respect to the subject matter hereof, and supersede all prior written and oral agreements, communications and other understandings relating thereto. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of TrueMeter, and you do not have any authority of any kind to bind TrueMeter in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and TrueMeter agree there are no third-party beneficiaries intended under these Terms.

Contact Us

Email: founders@truemeter.com

Phone: +1 (415) 237-1740

Address: 220 Montgomery Street, Suite 1120, San Francisco, CA, 94104

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