TruAssist Terms of Service

These Terms of Service set forth legal terms and conditions applicable to a Customer’s access to and use of Virtual Post Solutions, Inc.’s (the “Company”, “VirtualPostMail”, "VPM", “we”, or “our” and other similar terms) TruAssist virtual assistant service and related services, technologies and websites (as more fully defined below, the “Services”). All access to and use of the Services by a Customer is subject to these Terms of Service. Capitalized terms used in these Terms of Service are set forth in Section 1 below or as otherwise defined in the text of these Terms of Service. Please note that these Terms of Service DO NOT apply to our other product and service offerings (e.g., Virtual Mailbox, TruLease, TruStart and our registered agent services) – those offerings are each governed by the terms of their own corresponding Terms of Service.

THE INDIVIDUAL ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF CUSTOMER REPRESENTS AND EXPRESSLY AGREES THAT HE OR SHE IS AUTHORIZED ON BEHALF OF CUSTOMER, AS AN OFFICER, EXECUTIVE OR OTHER AUTHORIZED AGENT, TO AGREE TO AND ACCEPT THESE TERMS OF SERVICE AND SUCH INDIVIDUAL FURTHER REPRESENTS THAT HE OR SHE HAS AUTHORITY TO BIND CUSTOMER TO THE TERMS HEREOF.

BY REGISTERING FOR, SUBSCRIBING TO, PURCHASING OR ACCESSING OR USING, ANY OF THE SERVICES OR (INCLUDING BY CLICKING “I AGREE” TO THESE TERMS WHEN PRESENTED DURING OUR ACCOUNT REGISTRATION PROCESS), CUSTOMER ACKNOWLEDGES THAT IT HAS READ ALL OF THESE TERMS AND CONDITIONS AND AGREES TO COMPLY WITH THEM AND OUR DATA PROCESSING AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS OF SERVICE, CUSTOMER MAY NOT PURCHASE, ACCESS OR OTHERWISE USE ANY SERVICES AND MUST DISCONTINUE ALL USE THEREOF. CUSTOMER’S ACCESS TO AND USE OF THE ANY OF THE SERVICES INDICATES CUSTOMER’S FULL UNDERSTANDING AND ACCEPTANCE OF THESE TERMS OF SERVICE.

THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST THE COMPANY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF SERVICE ALSO CONTAIN OTHER LIMITATIONS ON CUSTOMER, INCLUDING LIMITATIONS ON THE COMPANY’S LIABILITY AND DISCLAIMERS OF WARRANTY, AND CUSTOMER SHOULD READ THESE TERMS CAREFULLY.

1. Definitions

For purposes of these Terms of Service, capitalized terms used herein shall have the meanings set forth in this Section or the meanings otherwise given to them in the main body of these Terms of Service:

“Additional Services” means any professional, technical or other services provided by the Company as set forth in an Order.

“Affiliate” means the Company’s owners, officers, directors, affiliated companies, suppliers, partners, vendors, contractors, sponsors, employees, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, providing and/or delivering any of the Services.

“Applicable Laws” means any applicable law, rule, regulation or other government requirement.

“Company”, “VirtualPostMail”, “we”, “us”, “our” and other similar terms means Virtual Post Solutions, Inc.

“Company IP” means Company’s proprietary Intellectual Property, regardless of when first created, developed or arising. For the avoidance of doubt, the Services and General IP are and shall be Company IP.

“Customer” means the entity, company, organization or party that is accepting and agreeing to, or is otherwise bound by, these Terms of Service as set forth herein.

“Customer Materials” means any data, information, results, reports, communications, content, documents, instructions, files, software or other materials that Customer or its Customer Representatives directly or indirectly upload, provide, input, transmit or otherwise make available to the Company or the Platform for use in connection with the Services, including materials set to Company .

“Customer Representatives” means Customer’s employees, representatives and agents.

“Deliverables” means any tangible work product, items, materials, or other written deliverables that are provided by Company to Customer pursuant to the Services solely to the extent that such work product, items, materials, or other deliverables are solely derived from and based on the Customer Materials; provided, however, that Deliverables shall not and do not include any Company IP (including any Company IP included in or necessary to use a Deliverable and also including any General IP).

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by the Company for any of the Services.

“Feedback” means any feedback from Customer or any Customer Representatives related to their respective access to and use of the Services, including without limitation, feedback on features or functionality, usability, specifications, software or hardware compatibility, interoperability, performance, reports, results and documentation requirements, and may also include suggestions or ideas for improvements or enhancements to the Services.

“Intellectual Property” means any technology, processes, methodologies, software, tools, data analysis tools, designs, forms, methods, systems, procedures, frameworks, algorithms, applications, know-how, trade secrets, ideas, content, layouts, prototypes, techniques, user interface designs, technical data, models, architecture, applications, class libraries, documentation (both printed and electronic), works of authorship, records, reports, and other intellectual property, including any derivatives, improvements, enhancements or extensions of any the foregoing.

“Order” means (i) emails that confirm the scope of Services or Task Requests that include pricing for applicable Services, (ii) an online order page or similar website page on a Company website or other related site or page that allows Customer to select any of the Services (e.g. selecting a specific service or offering level or plan offered by the Company, etc.), (iii) any order form, statement of work, or other written agreement that is signed by the Parties or electronically agreed to by the Parties and which sets forth the particular Services to be provided to Customer, or (iv) in the event that none of the above apply, Company’s standard pricing and Services practices, fees and terms.

“Party” means the Company or Customer individually and “Parties” means the Company and Customer collectively.

“Permitted Use” means use of the Platform solely for purposes of accessing, using and receiving the TruAssist Services consistent with their intended use.

“Platform” means (i) any online technology platforms made available by Company for use by Customer and its Customer Representatives in connection with the TruAssist Services (dashboard, user management interfaces, etc.), (ii) any related websites offered by the Company for its Customers in connection with the TruAssist Services, and (iii) any related data, APIs, software, technology, programs and/or software and platform specific related services or functions that the Company may provide or make available to Customer from time-to-time pursuant to the terms of these Terms of Service.

“Services” means, collectively, (a) the TruAssist Services, (b) access to and use of the Platform in connection with the TruAssist Services, (c) any Additional Services, (d) any additional services or offerings that may be provided by the Company related to the TruAssist Services (whether pursuant to an Order or otherwise), and (e) any related technologies, software, APIs and/or Documentation that may be provided by the Company in its sole discretion for facilitating, maintaining and monitoring Customer’s use of the foregoing.

“Task Request” means a request from the Customer for specific TruAssist Services, which may be provided to Company via email, ticket system or other process or method that Company offers in its sole discretion.

“Terms of Service” or “Agreement” means these TruAssist Terms of Service and any related policies or agreements incorporated by reference.

“TruAssist Services” means the Company’s virtual assistant service offering known as “TruAssist”, pursuant to which customers can engage the Company to perform administrative, bookkeeping, purchasing, operational and other similar virtual assistant tasks.

2. Organizational Use

The individual entering into these Terms of Service on behalf of Customer hereby represents that he or she has the authority to bind Customer, its affiliates and all Customer Representatives who access any of the Services through Customer’s account to these Terms of Service. ANY INDIVIDUAL WHO DOES NOT HAVE SUCH AUTHORITY, OR WHO DOES NOT AGREE WITH THESE TERMS OF SERVICE, MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT ACCESS NOR USE ANY OF THE SERVICES.

3. Services

1. TruAssist Services. During the Term, Company shall use commercially reasonable efforts to provide to Customer the TruAssist Services from time to time mutually agreed upon by the Parties in an Order. All TruAssist Services are provided subject to the Customer’s and each of its Customer Representatives’ compliance with terms and provisions of these Terms of Service and each applicable Order. While our TruAssist Services offering may change over time and different options may be available to different types of customers, our general TruAssist Services are different from traditional virtual assistant (“VA”) services. In most instances, Customer will work with a Company account manager assigned by the Company who will act as Customer’s point of contact for the TruAssist Services; provided that Customer understands that Company does not provide dedicated account managers and Customer may work with different account managers. Customers will submit Task Requests via the method or process that Company establishes from time to time. The account manager reviews the Task Request and then assigns the task to our services team. Company retains full and sole discretion in assigning the individuals who will be performing the services for Customer. Customers shall not have any ability or right to request specific individuals to perform the TruAssist Services.

2. Refusal of Services Requests; Limitations. Company offers specific TruAssist Services and does not provide services across all potential areas of need. Customer acknowledges that Company may in its sole discretion refuse to agree to accept or complete any Task Requests for TruAssist Services, including any changes to the scope of any Task Requests that have been agreed to by Company initially. Please contact us if you are unsure if we can provide the Services that you require prior to submitting a Task Request. In the event that Company reasonably suspects that any Services requests have been submitted in violation of these Terms of Service, Company may cancel the Services without liability to the Customer and Company may retain any fees that were pre-paid by Customer or charge Customer for any amounts incurred prior to cancellation. In addition, Company may increase or reduce the scope of the Services being offered generally at any time. If Company's performance of its obligations under these Terms of Service is impacted, limited, prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

3. Platform Right to Access and Use. During the Term and subject to the terms and provisions of these Terms of Service, the Company hereby grants to Customer a non-exclusive, non-transferable right to permit Customer Representatives to access and use the Platform solely for the Permitted Use. Please note that the number of Customer Representatives granted access to the Platform may be limited based on Company’s then applicable access requirements. Please also note that the Company may not provide or offer the Platform initially and nothing herein shall be deemed to create any requirement for the Company to provide the Platform at any specific time. The Company shall make the Platform available at such time and in such manner as it determines in its sole discretion.

4. Additional Services. The Company will use commercially reasonable efforts to provide Customer any Additional Services agreed to by the Parties in an Order, and Customer shall pay the Company the fees set forth in such Order for such services (which are in addition to any other Fees previously agreed upon by the Parties with respect to Services already being made available to Customer).

5. Orders. Each Order shall also set forth any assumptions, dependencies and requirements related to the Services being ordered therein. The Parties may mutually agree from time to time to make changes to the scope of work set forth in an Order and any such change shall be effective only when mutually agreed to in writing by the Parties (a “Change Order”). A Change Order constitutes an amendment to the applicable Order and the services set forth in the Change Order shall be deemed to be Services that are part of such Order.

6. Compliance with Agreement and Additional Policies. The Company provides all of the Services subject to Customer’s and each of its Customer Representative’s compliance with all the terms, conditions, policies and notices contained or referenced in these Terms of Service, as well as any other written or electronic Order or other agreement between the Company and Customer. In addition, when using the Services, Customer and its Customer Representatives shall be subject to any guidelines, policies, rules or documentation (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service (e.g. an Authorized Use Policy). All such guidelines, policies, rules or documentation shall be provided via email or posted on the Platform prior to take effect, and once effective, shall be and hereby are automatically incorporated by reference into these Terms of Service.

7. Customer Representatives. Customer Representatives shall be granted access to the Platform for the Permitted Use through issue of user names and passwords provided that such issuance shall only be for up to a reasonable number of individuals as determined by the Company unless otherwise agreed to by the Parties. Customer shall be responsible for verifying the status of Customer Representatives, updating such lists on a regular basis and providing any such lists to the Company upon request. The Company shall have the right to monitor use of the Platform and user credentials. Customer and each Customer Representative are responsible for maintaining the confidentiality of usernames and passwords. Customer agrees to immediately notify the Company of any unauthorized use of the Platform of which Customer becomes aware. Customer shall be fully liable and responsible for each Customer Representative’s compliance with the terms and provisions of these Terms of Service and any of their acts or omissions.

8. Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Service are effective as of the date that Customer first uses any of the Services, clicks “I Agree” when these terms are first presented in connection with the Service registration process, or as otherwise specified in an Order (the “Effective Date”). The Company reserves the right to change these Terms of Service from time to time without notice to the Company or its Customer Representatives and any modifications or changes to these Terms of Service shall be effective upon such modification or amendment being posted to the Company website, the Platform or otherwise communicated (via email or otherwise) to Customer. Customer acknowledges and agrees that it is Customer’s and its Customer Representatives’ responsibility to review these Terms of Service periodically and to be aware of any modifications. Customer’s continued use of the Services after such modifications will constitute Customer’s acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

9. Customer Technology Resources. Customer and its Customer Representatives may be allowed to or may elect to link their Services account to a Google account or other third party account or site or network in order to provide, submit or upload Customer Materials or other information to the Services (e.g. Google Accounts, Google APIs, Facebook, etc.). Likewise, Customer and its Customer Representatives may be allowed to or may elect to provide Company with direct access to, and to link Customer’s Services account to, Customer’s online accounts, platforms, networks and/or technology resources (either internal or third party) for purposes of facilitating Company’s provision of the Services. All such internal and third party accounts, sites, networks, platforms and technology resources are collectively referred to herein as the “Customer Technology Resources”. Customer hereby expressly acknowledges and agrees and grants Company all necessary rights and licenses to access and use the Customer Technology Resources for purposes of providing the Services consistent with the applicable Order. Company will use reasonable efforts to abide by any terms and conditions, third party agreements or other applicable legal terms governing the Customer Technology Resources (the “Customer Technology Terms”), to the extent such Customer Technology Terms are communicated in writing to Company. Notwithstanding the foregoing, Customer and its Customer Representatives (and not Company) are solely responsible for complying with all Customer Technology Terms and ensuring that they have all necessary rights and permissions to use the Customer Technology Resources in connection with the Services and to permit the Company to access and use the Customer Technology Resources for purposes of providing the Services. Company is not and shall not be responsible for any of the foregoing and Company assumes no responsibility for compliance with any Customer Technology Terms as related to the Services and Customer’s Services account, and Customer is solely responsible therefor and for obtaining all third party permissions and consents required by any third party platforms or technology resources to link, integrate and use the Customer Technology Resources with the Services. Customer provides any Customer Technology Terms to Company and any Company service providers AT ITS OWN RISK AND LIABILITY.

10. Scope and Other Terms and Policies. Please note that the Company provides a variety of solutions and service offerings to its clients, including the Company’s Virtual Mailbox, TruLease, TruStart and registered agent services. These Terms of Service apply only to the TruAssist Services as described herein or in an Order. Our other solutions and service offerings are made available pursuant to separate terms and conditions and are not covered or addressed in these Terms of Service. Please visit www.virtualpostmail.com to learn more about our other solutions and service offerings.

4. Customer Agreements

1. Requirements and Restrictions. Except as expressly set forth herein, Customer and its Customer Representatives shall not: (a) copy the Services; (b) loan, rent, or lease the Services or otherwise transfer, assign the right to use or commercialize any of the Services, including but not limited to posting or otherwise making the Services available on the Internet including as a service bureau or application service provider; (c) itself, nor permit or encourage others to, reverse engineer, decompile, decipher, disassemble, translate or otherwise decrypt or discover the source code of all or any portion of the Services; (d) modify, adapt or write or develop any derivative works based on the Services or use the Services in any manner except as expressly provided in these Terms of Service; (e) interfere with or disrupt the integrity or the operation of the Services; (f) copy any features, functions, screens, interfaces or graphics of the Services; (g) violate any Applicable Laws, third party rights or the Company policies while using or receiving the Services; (h) use the Services or submit any the Company forms if temporarily or indefinitely suspended from using the Services by the Company; (i) manipulate any of the Services, email responses or interfere with any other the Company client’s or user’s use of the Services; (j) provide false, inaccurate, misleading, defamatory, or libelous information or content; (k) spoof or create any emails, content, correspondence or other information from the Company, including fake or fraudulent acceptances or offers; (l) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any of the Company’s Services or business ideas; (m) distribute viruses or any other technologies that may harm the Company or the interests or property of the Company’s other clients and users; (n) harvest or otherwise collect information about the Company’s clients and users, including email addresses, without their consent; (o) use the Services to gain unauthorized access to the Company’s or any third parties network(s) or server(s); (p) interfere with any of the Company’s other client’s and user’s use and enjoyment of the Services; (q) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity; and/or (r) transmit or store in or through the Services (or any portion thereof) any viruses, malware or other harmful code, any infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third party privacy rights or in a manner that violates Applicable Law. Under no circumstances shall Customer allow other commercial entities (including, without limitation, Customer’s affiliates, customers, clients or business partners) to access or use the Services without the Company’s prior written consent. Customer covenants and agrees that it shall: (i) perform those tasks and assume those responsibilities required of it by the Company to provide the Services, including, without limitation, providing Customer Representatives with equipment and/or Internet access to access and use the Services; (ii) comply with all Applicable Laws when using the Services; (iii) ensure that only Customer Representatives use the Services and only as intended and in accordance with the terms of these Terms of Service and any provided documentation, (iv) cooperate with Company in all matters relating to the Services; (v) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the receipt by it of the Services; (v) ensure that it has the right to submit Services requests, including any intellectual property rights contained in it or related thereto; (vi) not submit Services requests that it did not create or that it does not have permission to provide or request; (vii) not submit Services requests that require the installation of any software beyond the standard Microsoft Office or Google Docs offerings (unless agreed to by the Company); and (viii) not submit or request Services that may involve the infringement of any third party’s intellectual property rights or which might be offensive, illegal, defamatory or which might violate the rights, harm, or threaten the safety of any third party. This description of prohibited conduct is not intended to be exhaustive, and the Company has sole discretion to determine what constitutes prohibited conduct for Customer and its Customer Representatives. Anyone who violates the Company’s system or network security may incur criminal or civil liability.

2. Third Party Technology. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, Internet access, desktop or laptop computers or other compatible devices, web browsers, browser extensions, etc. (collectively, “Third Party Technology”). Customer shall also be responsible for maintaining the security of the Third Party Technology, Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of any of the Customer accounts or the Third Party Technology (with or without Customer’s knowledge or consent) in relation to the Services. In order for Customer to make full use of the Services, it may be necessary for Customer to use particular Third Party Technology and Customer shall be responsible for procuring and maintaining such Third Party Technology and complying with any requirements related thereto. If Customer is unable to access all or part of the Services because it does not have access to any necessary Third Party Technology, this shall not constitute a breach of these Terms of Service by the Company and the Company shall not be liable for any loss, damage or expense which may result from Customer’s inability to access the Services.

3. Customer Offerings. The Company assumes no responsibility for Customer’s products, services, offerings, operations and other business activities (the “Offerings”), including, without limitation, use of the Services by Customer and its Customer Representatives in connection with the Offerings. Customer is solely responsible for providing and delivering the Offerings to its clients, customers and user base, and resolving all disputes with such clients, customers and user base. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF CUSTOMER’S OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF CUSTOMER’S CLIENTS, CUSTOMERS OR USER BASE, INCLUDING IF RELATED TO THE SERVICES.

4. Customer Responsibilities. Customer agrees that, at all times during the Term, it shall: (i) perform those tasks and assume those responsibilities specified in the applicable Order; (ii) upon the Company’s request, make available to the Company Customer personnel familiar with Customer’s business requirements related to the Services; (ii) reasonably cooperate with the Company regarding the Services: (iv) provide true, accurate, current and complete information about Customer as prompted by the Company’s forms and in any other related document or agreement; (v) maintain and update Customer’s information to keep it true, accurate, current, and complete (collectively, the “Customer Responsibilities”). Each Order shall also contain any assumptions of Customer for providing the Services and/or additional responsibilities required of Customer for the Company’s performance of the Services. Customer understands that the Company’s performance is dependent on Customer’s timely and effective satisfaction of Customer Responsibilities hereunder and timely decisions and approvals by Customer. Customer acknowledges that, if any information provided by Customer is untrue, inaccurate, not current, or incomplete, the Company reserves the right to terminate Customer’s use of the Services and withdraw any offer or agreement. Customer agrees to keep Customer’s account information, including login and password information, secure and not to share it with any third party. Customer is solely responsible for maintaining the security of Customer’s account.

5. Customer Instructions. Customer acknowledges and agrees that the Company is relying on the accuracy of the information, direction, requests and instructions supplied by Customer and the Customer Representatives (the “Customer Instructions”), to perform the Services. Customer Instructions may be included in a Task Request or otherwise mutually agreed to by the parties in writing. In the event the Customer Instructions are not accurate or are found to be inadequate, the Party discovering such fact shall promptly notify the other Party of any such deficiency and the Parties shall cooperate with each other to remedy the situation in a timely manner. Notwithstanding the foregoing, the Company assumes no responsibility or liability for any Customer Instructions and the Company has no obligation to and is not required to review or approve any Customer Instructions. The Company shall (i) be entitled to rely on and act in accordance with the Customer Instructions, (ii) not incur any liability for claims, losses or damages that arise as a result of Customer’s compliance with the Customer Instructions, and (iii) be entitled to payment for its performance, and be excused from its poor performance or non-performance of, the Services, to the extent Customer’s performance is affected by such Customer Instructions, without limiting any other disclaimers, limitations or other terms included in this Agreement. Customer acknowledges and agrees that it shall have not have full or ultimate control over the manner in which, or the location at which, the Services shall be provided, nor the choice of, processes, methods, tools and equipment by which the Services will be provided.

6. Age for Use of the Services. All Customer Representatives must be 18 years of age or older to visit or use any of the Services in any manner. By, using or receiving any of the Services or otherwise accepting these Terms of Service, Customer represents and warrants to the Company that all of its Customer Representatives are at least 18 years of age or older, and that each such Customer Representative has the right, authority and capacity to agree to and abide by these Terms of Service. Customer also represents and warrants to the Company that Customer will cause all of its Customer Representatives to use the Services in a manner consistent with any and all applicable laws and regulations.

7. Customer Materials Restrictions. Customer is and shall be solely responsible for all Customer Materials that Customer or any of its Customer Representatives submit, provide, make available or upload to the Company or Services, including the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all such Customer Materials. The Company assumes no responsibility for any Customer Materials and the Company has no obligation to and is not required to review or approve any Customer Materials. Without limiting the foregoing, Customer shall not, and shall permit any Customer Representative to, submit, provide, make available or upload any Customer Materials to the Company or Services that: (a) include offensive, harmful, fraudulent, false and/or abusive language or content, including without limitation: obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.); (b) are determined by the Company, in its sole discretion, to be illegal, or to violate any Applicable Laws or the rights of any other person or entity (including intellectual property rights or privacy rights); or (c) that are encrypted or that contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information. Customer acknowledges and agrees that if Customer or any of its Customer Representatives submits, provides, makes available or uploads any Customer Materials to the Company or Services that the Company in its sole discretion believes violate the foregoing or any other applicable the Company guidelines or policies, or for which the Company has received a third party complaint that such Customer Materials may violate any of the foregoing or any other applicable the Company guidelines or policies, then the Company may: (i) remove or delete without notice all or a portion of the applicable Customer Materials from the Platform or other Company networks or systems, and/or (ii) suspend Customer’s or a particular Customer Representative’s continued access to or use of the Services pending removal of such Customer Materials or permanently terminate Customer’s or a particular Customer Representative’s continued access to and use of the Services. Customer hereby grants, and represents and warrants that the Customer and each Customer Representative has the right to grant, to the Company an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute Customer Materials within the Platform and in connection with the Company’s other Services.

8. Customer Representations. Customer represents and warrants: (a) these Terms of Service: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any Applicable Law or court order to which Customer is subject or the terms of any material agreement to which Customer or any of its assets may be subject, and (iii) will not breach any contractual right of, or obligation to, any third party and are not subject to the consent or approval of any third party; and (b) these Terms of Service are the valid and binding obligation of Customer, enforceable against Customer in accordance with its terms.

5. Company Rights

1. License. Customer acknowledges and agrees and hereby grants the Company any and all rights and licenses to: (i) access, use, process, display and manipulate any Customer Materials, Customer equipment, Customer Technology Resources, and/or Third Party Technology as necessary to provide, improve, analyze and monitor the Services; and (ii) display or use, in advertising or otherwise, Customer’s name, logo and trademarks, only as necessary to provide the Services or as otherwise pre-approved in writing by Customer on a case-by-case basis (with approval via email being sufficient for this purpose).

2. Telemetry and Remote Monitoring and Collection. Customer acknowledges and agrees that certain Services may transmit to the Company (and the Company may collect and use) certain data and information related to the Services, including as related to its operation and use by Customer and the Customer Representatives. The primary categories of data and information collected by Company consist of: tasks performed within the Platform; tracking of Services requested and/or utilized by Customer; metrics utilized for billing and Customer-reporting purposes; and, quality and performance evaluations and ratings. Company uses the collected data and information for purposes of providing the Services, improving the Services, internal research and development purposes, Customer reporting, billing, performing system analysis and analytics, and monitoring compliance with the terms and provisions of these Terms of Service and any Orders entered into by Customer.

3. Termination & Remote Disablement. In the event that Customer or an Customer Representative breaches any of the terms or provisions of these Terms of Service, Customer acknowledges and agrees that the Company may remotely disable or terminate Customer’s and/or the applicable Customer Representative’s use of the Platform and otherwise terminate and cease providing the Services.

6. Intellectual Property Matters; Customer Materials

1. Company IP. Customer agrees that all of the Services, all Company IP and all Feedback are owned by the Company or its licensors, and are protected by U.S. and international intellectual property laws, and that the Company shall solely own and retain all right, title and interest to, including all intellectual property rights in, the Services, Company IP and Feedback. Customer agrees to assign and hereby does fully and irrevocably assign to the Company all of its right, title and interest in and to the Feedback, including all intellectual property rights therein. The Services, Company IP and all Feedback shall be deemed the Confidential Information of the Company. The parties acknowledge and agree that Company IP (and the term “Company IP”) includes any Intellectual Property that is developed, created or provided by Company in performance of the Services that (i) may have general applicability to Company’s business, services or offerings or to any other customer of Company, (ii) relates to, or consists or comprises of, any process, method, technology, code, automation or other Intellectual Property used in the provision or performance of the Services, including, without limitation, any that may improve efficiency of any task, matter, process, service or other activity, or (iii) are Company’s forms, models, examples, guides, frameworks, or templates (all of the foregoing, “General IP”). Neither the Company nor the Company’s Affiliates warrant or represent that Customer’s and its Customer Representatives’ use of any Services or Company IP will not and does not infringe the rights of third parties.

2. Customer IP. The Company agrees that the Customer Materials are owned by Customer or its customers and clients, and is protected by U.S. and international intellectual property laws, and that Customer or its clients or customers shall solely own and retain all right, title and interest to, including all intellectual property rights in, the Customer Materials subject to the Company’s license and use rights set forth in these Terms of Service.

3. Deliverables. Upon full payment therefor, Customer shall own all right, title and interest, including all intellectual property rights, in and to, the Deliverables (but, for the avoidance of doubt, not including any Company IP included in or necessary to use a Deliverable). The Parties agree that all Deliverables that are works of authorship shall be deemed to be “works made for hire” within the meaning of the copyright laws of the United States and any similar laws of other jurisdictions to the greatest extent permitted by law and that Customer shall own all right, title and interest in and to such Deliverables upon full payment therefor. To the extent, if any, that, notwithstanding the foregoing Company has rights in any Deliverable (other than rights in or to any Company IP included in or necessary to use a Deliverable), Company hereby irrevocably and unconditionally agrees to assign and hereby does fully assign to Customer all of Company’s right, title and interest in and to such Deliverables, including without limitation all intellectual property rights therein that may be secured in any place under laws now or hereafter in effect. In the event that any Company IP is included in or is necessary to use any Deliverables, Company and its licensors shall retain ownership of such Company IP, provided however that Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable internal right and license for Customer to use such Company IP solely as necessary to use the Deliverables consistent with their intended purpose and not for any other purpose. The foregoing license grant shall not apply to the Platform, the license of which and the access and use of which shall be handled pursuant to these Terms of Service or a separate Order or other written agreement between the Parties. Customer acknowledges and agrees that Deliverables do not and shall not include, any Company IP or General IP (including as defined in Section 6.a above) and Company retains full ownership of all Company IP, including any General IP.

4. Customer Materials. Customer is solely responsible for all Customer Materials submitted, uploaded, provided, input, transmitted or otherwise made available to or shared with the Company or the Services and any activity that occurs under Customer’s account. Without limiting the foregoing, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all Customer Materials, and the Company assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Company or the Services to store any Customer Materials. The Company reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Materials that Customer (or its Customer Representatives) may store, post, collect or transmit on or through the Services. The Company shall not be required to maintain a backup or copy of any Customer Materials and the Company shall have no liability for any loss of Customer Materials, whether caused by the Company, Customer, any third party service the Company or any third party. Customer shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through or in connection with the Services. Customer shall be solely responsible for its actions while using the Services and the contents of its transmissions through the Platform or otherwise in relation to the Services. Customer is solely responsible for ensuring that it (and each Customer Representative) has all rights necessary to provide the Customer Materials to the Company and the Services. Customer warrants that it has the right to disclose any Customer Confidential Information and the Client Materials to the Company and to authorize Company to use it for the purpose of providing the Services. The Company shall not be responsible for any data, information or material that Customer authorizes the Company to retrieve or that the Customer submits, uploads, provides, inputs, transmits or otherwise makes available to the Company or the Services in the course of using the Services. The Company does not pre-screen, verify, confirm or otherwise authorize any Customer Materials. However, the Company and its designee(s) have the right (but not the obligation) in their sole discretion to refuse or remove any Customer Materials that is processed by or provided to the Company or the Platform. The Company may, but has no obligation to, remove content and accounts containing content that the Company determines in its sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Service. The Company does not endorse and is not responsible or liable for any Customer Materials posted or provided by Customer or any Customer Representative. The statements, information, advice and opinions contained in any Customer Materials solely reflect the view of the Customer or Customer Representative that submitted or provided such Customer Materials and do not reflect the opinion of the Company or any of its Affiliates. Customer acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that Customer Materials may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and the Company shall have no liability relating to any such breach or access.

5. Reservation of Rights. Customer acknowledges and agrees that no Company IP is being sold to Customer or its Customer Representatives. Customer and its Customer Representatives do not acquire any ownership interest in any Company IP under these Terms of Service, or any other rights thereto other than the right to use the Services and a limited license right to access and use Company IP in accordance with Section 6(d), and in each case subject to all terms, conditions, and restrictions, under these Terms of Service and each applicable Order. The Company and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Company IP including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Customer in these Terms of Service.

6. Third Party Materials. Portions of the Services may link the Company and Customer Representatives to other sites on the Internet or otherwise include or facilitate access to information, documents, software, materials, content, applications and/or services provided or submitted by third parties (“Third Party Materials”) or references to such Third Party Materials. These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under the Company’s control, and Customer acknowledges that the Company is not responsible for the accuracy, completeness, appropriateness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is the Company responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Services, the Company or any the Company Affiliates, or any warranty of any kind, either express or implied. Customer accesses and uses all such Third Party Materials entirely at Customer’s own risk and subject to such third parties’ terms and conditions.

7. Suspected Copyright Violations. The Company respects the intellectual property of others, and the Company asks Customer to do the same. If Customer believes it’s or an Customer Representative’s copyright, trademark or other property rights have been infringed by the Services, Customer should send notification to the Company, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit the Company to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit the Company to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

8. Network Limitations. Customer understands and agrees that temporary interruptions of the Services may occur as normal events. The Company may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run and/or provide the Services. The Company is not responsible for possible issues caused by third party faults or discontinued services. The Company does not guarantee or warrant that any Customer Materials that an Customer Representative saves, stores or accesses through the Services or otherwise submits or provides to the Company or the Services will not be subject to inadvertent damage, corruption, or loss. Customer is encouraged to back up the files that it and its Customer Representatives store or access via the Services or otherwise submit or provide to the Company. While the Company takes data security and privacy seriously, Customer understands and agrees that the technical processing and transmission of the Services, including Customer Materials, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Additionally, Customer further understands and agrees that the Company has no control over third party networks that Customer or other Customer Representatives may access or attempt to access in the course of the use of the Services, and therefore, delays and disruption of network transmissions and inaccuracies in results may be completely beyond the Company’s control and the Company assumes no responsibility for such delays, disruptions or inaccuracies. Without limiting the foregoing, the Company expressly disclaims responsibility for any lost revenues, lost profits, lost sales or billing errors, glitches or delays experienced by Customer or an Customer Representative to the extent caused by Service outages or network or infrastructure interruptions. Customer understands and agrees that the Services are provided “AS IS” and that the Company assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any Customer Materials, or any other communications or personalization settings. Without limiting any of the foregoing, Customer acknowledges and agrees that Customer (and not the Company) bears sole responsibility for adequate security, protection and backup of Customer Materials and personal information when in Customer’s or its representatives’ or agents’ possession or control, and the Company is not responsible for what Customer’s Customer Representatives, any Third Party Technology, any Customer Technology Resources or any network or infrastructure providers do with Customer Materials or personal information.

7. Fees

1. Services Fees and Payment Terms. The particular amounts charged for Services shall be as set forth in or as governed by an Order. For example, the parties may agree via email as to the rates and fees for Services under a Task Request. As another example, our customers may be presented with pricing when you sign up for the Services or a certain tier or offering, and the fees may be presented to you on the product pricing or support page which shall be considered the Order for purposes of these Terms of Services. In certain cases with certain customers, we may enter into a written Order that will contain the fees and pricing for the Services (and if we do not enter into a written Order, our standard pricing page rates shall apply). Customer agrees to pay the Company the fees, pass-through costs, expenses and other amounts specified in the applicable Order for the Services (the “Fees”). All Fees are non-cancelable and non-refundable, except as otherwise provided for herein. Customer will pay all Fees in U.S. Dollars. We may from time to time offer certain customers the ability to access and use certain Services on a reduced-rate, discounted and/or trial basis in our sole discretion. Relevant Services, time periods and rates will vary depending on promotions occurring at the time and may not be available to all customers.

2. Changes to Fees. Company may change Fees due with respect to any recurring Services (e.g. ongoing/continuous TruAssist Services) upon thirty (30) days’ prior written notice. Company may change Fees payable with respect to any Services that are not subject to an active and in-process Task Request (e.g. for a new Task Request) at any time without any notice to Customer. Additionally, the Company reserves the right to more frequently change, on a pass-through basis, any third-party fees at any point during the Term (e.g., flow-through of any pass-through fees for Third Party Technology being provided by the Company in connection with the Services). Customer’s continued use of the Services subsequent to any change in Fees will be deemed acceptance of such changes unless Customer closes its the Company account or provides notice of Customer’s intent to terminate the particular Order prior to the effective date of such change and ceases all access to and use of the applicable Services. If the Company does not accept such Fee change, then Customer may terminate these Terms of Service by providing the Company written notice prior to the effective date of such Fee change, and Customer shall only be liable to the Company for the payment of Fees for Services provided through the effective date of termination.

3. Payment Authorization; Invoices; Recurring Billing. Our Services require that you provide a valid credit card, bank account or other payment method. The Company will bill Customer in accordance with Company’s standard billing practices or, if applicable, as set forth in an Order or on any applicable pricing schedule set forth on the Company’s website. Company may charge Customer’s payment method in accordance with Company’s standard practices for the Services. Such practices may include, and Customer hereby consents and agrees to, automatic billing and charging by Company to Customer’s payment method on file based on Services usage (e.g. charging Customer’s credit card $5 if they use $2.50 worth of Services in which case Customer shall have a balance of $2.50 to apply to future Services). For clarity, Company may charge Customer’s payment method any time the balance becomes negative or under any threshold determined by Company in its discretion. Alternatively, and if applicable, Company may charge Customer’s credit card on file for Services to be provided during the upcoming payment period if Customer is on a tiered, monthly or annual plan. Customer acknowledges and agrees that the Company may automatically commence charging Customer’s credit card on file or otherwise processing payments (e.g. ACH) without any further action required by Customer. There will be no refunds or credits for partial portions of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on the Company’s income. Customer shall pay for any taxes that might be applicable to Customer’s use of such paid Services. Customer agrees to be billed monthly, annually or at such other installments as set forth in an Order or as applicable to the Company’s standard Services, and hereby grants the Company the right to charge Customer’s credit card (or otherwise facilitate payment – e.g. ACH) with the payment information Customer has provided, including in advance and on a recurring basis. Customer will reimburse the Company for any fees that the Company may be charged related to declined payments, and Customer will keep the Company informed of all changes to the Customer’s billing information. All amounts invoiced hereunder are due and payable as specified in the applicable Order. Unpaid Fees that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by applicable law, whichever is lower, plus all reasonable expenses of collection.

4. Audit. In the event that the Company has a reasonable belief that Customer is not in compliance with the terms or provisions of these Terms of Service or an Order, then the Company shall have the right to audit Customer's business, records and systems to ensure compliance with the terms and provisions of these Terms of Service and/or the applicable Order. The Company shall provide ten days’ notice to Customer and such audit shall not unreasonably interfere with Customer's operations. In the event that a violation of these Terms of Service or Order is found by the Company and such violation relates to an underpayment of fees, then, in addition to any other rights it may have, the Company shall invoice and Customer shall pay all underpaid fees plus interest at the rate of 1% per month plus the fees of such audit. Without limiting the foregoing, the Company shall also have the right and authority to monitor Customer's use of the Platform electronically to ensure compliance with the terms and provisions of these Terms of Service.

8. Term; Termination

1. Term. These Terms of Service shall commence starting on the Effective Date and shall remain in effect until the earlier to occur of (i) completion of all outstanding Services hereunder; or (ii) termination in accordance with one of the situations permitting termination as described below (such time period, the “Term”). Unless otherwise stated in the applicable Order, the term of each Order shall last until performance thereunder is completed.

2. Termination. Customer agrees that the Company may at any time during the Term, and at the Company’s sole discretion, terminate or suspend Customer’s (or any Customer Representative’s) access to, and Company’s provision of, any portion or all of the Services without prior notice to Customer for violating these Terms of Service or an Order, including, without limitation, breach of any specific provision of these Terms of Service or an Order. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating Customer’s relationship with the Company and may be referred to appropriate law enforcement authorities. In addition to the foregoing, either Party shall have the right to terminate these Terms of Service and any Order if the other Party (i) materially breaches the terms of this Agreement and fails to cure such breach within 30 days of receipt of written notice thereof from the other Party, or (ii) terminates its business activities or becomes insolvent, files for bankruptcy, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. Upon termination or suspension, regardless of the reasons therefore, Customer’s right to use and/or receive, and Company’s obligation to provide, the Services immediately ceases, and Customer acknowledges and agrees that the Company may immediately deactivate or delete Customer’s account and all related information and files in Customer’s account and/or bar any further access to such files and the other Services. Customer shall immediately pay any and all undisputed payment obligations that have accrued for Service(s) provided but remain unpaid at the time of expiration or termination. The Company shall not be liable to Customer or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by the Company in connection therewith. Sections 4 through 17 shall survive any expiration or termination of this Terms of Service as well as any other applicable provisions of these Terms of Service that are intended to survive based on their terms.

9. Confidentiality

1. “Confidential Information” means any information disclosed previously or in the future by a party (in such capacity, the “Disclosing Party”) to the other Party (in such capacity, the “Receiving Party”), either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, business plans, source code, software, documentation, specifications, mock ups, financial analyses, marketing plans, customer names, customer lists, product plans, products, services, inventions, processes, designs, drawings, engineering or hardware configuration information, know-how, trade secrets, or any other proprietary or business information), which is designated as “Confidential,” “Proprietary” or some similar designation, or other information, the confidential or proprietary nature of which is reasonably apparent under the circumstances. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession. Moreover, it shall not be a breach of these Terms of Service for the Receiving Party to disclose to a court or other governmental body Confidential Information of the Disclosing Party which the Receiving Party is required by law to disclose to such entity, provided that the Receiving Party shall give the Disclosing Party written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate relief. The Services and Company IP shall all be considered the Confidential Information of the Company without any further requirement of marking or designation.

2. Non-Disclosure and Non-Use. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties or to the Receiving Party’s employees, except those employees who require the information to perform obligations or exercise rights under these Terms of Service and who have signed a confidentiality agreement at least as protective of the Confidential Information of the Disclosing Party as these Terms of Service. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose other than for the purposes contemplated by these Terms of Service. Subject to Section 7(d) and as otherwise set forth in this Agreement, the Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, and subject to Section 7(d) and as otherwise set forth in this Agreement, the Receiving Party shall exercise the same degree of care to protect Confidential Information of the Disclosing Party as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information.

10. Indemnity

Customer shall indemnify, defend and hold harmless the Company and its Affiliates from and against all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees (collectively, “Claims”) relating to, or arising out of, (i) Customer’s or one of its Customer Representative’s use or misuse of any of the Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Services or any agreements entered into between the Company and Customer; (iii) any breach or alleged breach of these Terms of Service or any Order; (iv) any violation of Applicable Laws by Customer or an Customer Representative; (v) any violation or infringement of any intellectual property rights by Customer or an Customer Representative, whether the Company’s rights or those of any third party; (vi) any Customer Instructions and/or any Customer Materials that Customer or an Customer Representative submits, imports, uploads or otherwise provides to the Service or the Company, including, without limitation any claims that the Customer Instructions or Customer Materials violate or infringe the intellectual property rights of any third party; (vii) the Customer Offerings; (vii) Customer’s use, non-use or misuse of, or connection to the Services, and any content or Deliverables;(ix) any claims by third parties (including Customer’s customers) arising from or as related to Customer’s use of the Services; or (x) Customer’s use or exploitation of the Services or any Deliverables or other information obtained from or through the Services. The Company reserves the right, at the Customer’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will cooperate with the Company in asserting any available defenses. Customer agrees not to settle any matter without our prior written consent. We will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it. These Terms of Service shall not create any third-party beneficiary rights.

11. Limitation of Liability

THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF SOURCE MEDIA AND/OR CUSTOMER MATERIALS, OR COSTS OF RECREATING LOST SOURCE MEDIA AND/OR CUSTOMER MATERIALS) ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE AND CUMULATIVE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE SHALL NOT EXCEED THOSE AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE SIX MONTHS PRIOR TO THE CLAIM IN QUESTION. CUSTOMER AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES AND OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE SERVICES, COMPANY IP AND ALL DELIVERABLES ARE PROVIDED TO CUSTOMER “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET-ENJOYMENT, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF SERVICE. NO USE OR DISTRIBUTION OF THE SERVICES, COMPANY IP OR DELIVERABLES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION AND WARRANTY THAT THE SERVICES, COMPANY IP AND ANY DELIVERABLES WILL BE ERROR FREE OR WILL FUNCTION UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES, COMPANY IP OR DELIVERABLES CAN OR WILL BE CORRECTED, THAT ANY SUCH CORRECTION CAN OR WILL BE MADE IN A TIMELY MANNER, THAT THE SERVICES, COMPANY IP AND ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS WHICH MAY BE REQUIRED OR WILL PRODUCE THE RESULTS REQUIRED. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO PERFORMANCE OF THE SERVICES. COMPANY SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE SERVICES, COMPANY IP OR DELIVERABLES. COMPANY DOES NOT WARRANT THAT THE SERVICES, COMPANY IP OR DELIVERABLES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS, AND COMPANY RECOMMENDS THAT CUSTOMER CHECK AND CONFIRM THE ACCURACY OF ANY INFORMATION OR RESULTS THAT CUSTOMER OBTAIN FROM THE SERVICES, COMPANY IP OR DELIVERABLES PRIOR TO USING IT OR RELYING ON IT IN WHATEVER FORM.

13. International Use

Although the Services may be accessible worldwide, the Company makes no representation that (i) use of the Services is appropriate or available for use in locations outside the United States, and (ii) use of the Services is compliant with foreign law. If Customer chooses to access the Services from other locations, Customer does so on Customer’s own initiative and is responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.

14. Electronic Contracting and User Notices

Customer’s affirmative act of accessing or using any portion of the Services or other acceptance of these Terms of Service as described above constitutes Customer’s electronic signature to these Terms of Service and Customer’s consent to enter into agreements with the Company electronically. Customer also agrees that the Company may, but has no obligation to, send to Customer in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). the Company can send Customer electronic Notices (i) to the e-mail address that Customer provided to the Company (if any), or (ii) by posting the Notice through the Services. The delivery of any Notice from the Company is effective when sent or posted by the Company, regardless of whether Customer reads or views the Notice when Customer receives it or whether Customer actually receives the delivery. Customer can withdraw Customer’s consent to receive Notices electronically by discontinuing Customer’s use of the Services. Customer can retrieve an electronic copy of this contract by clicking on the “TruAssist Terms of Service” link on the Platform or Company website or as set forth in the Services. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

All questions, complaints, claims or other notices to the Company shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available via the Services.

    Email: [email protected]
    Address: 1887 Whitney Mesa Dr #8771, Henderson, NV 89014

Any notices or communication under these Terms of Service will be deemed delivered to the Company on the delivery date.

15. Law; Venue

Customer agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between Customer and the Company, except as otherwise stated in these Terms of Service. All actions related to these Terms of Service shall take place in Wilmington, Delaware, including any arbitration as contemplated below.

16. Arbitration

1. Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” Customer agrees that any and all disputes or claims that have arisen or may arise between Customer and the Company, whether arising out of or relating to these Terms of Service, an Order or in connection with Customers use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer’s claims qualify. Customer agrees that, by agreeing to these Terms of Service, Customer and the Company are each waiving the right to a trial by jury or to participate in a class action. Customer’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief.. Customer and the Company agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and the Company agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

3. Pre-Arbitration Dispute Resolution. The Company is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing The Company’ support team at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company should be sent to the Company at 1887 Whitney Mesa Dr #8771, Henderson, NV 89014 Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Customer or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or the Company is entitled.

4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless the Company and Customer agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If Customer’s claim is for $10,000 or less, the Company agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

7. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms of Service will continue to apply.

17. General

1. Assignment. Neither party may assign its rights and obligations under these Terms of Service to any third party, and any purported attempt to do so shall be null and void; provided however that either Party may assign its obligations and rights hereunder to any successor entity acquiring all or substantially all of the business to which this Agreement relates, including, without limitation, as a result of reorganization, restructuring, merger, change of control, or acquisition. Additionally, for the avoidance of doubt, this Section 17(a) shall not limit or apply to ordinary course independent contractors engaged by Company on a Form 1099 basis for purposes of performing services on Company’s behalf.

2. Force Majeure. In addition to any excuse provided by applicable law or under these Terms of Service, the Company shall be excused from liability for non-delivery or delay in delivery of products and services available through the Services arising from any event beyond the Company’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, epidemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond the Company’s reasonable control, whether or not similar to those which are enumerated above.

3. Enforceability; Severability. If any part of these Terms of Service are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

4. No Waiver. Any failure by the Company to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision or a waiver of the Company’s right to enforce or exercise any such provision of these Terms of Service in the future.

5. Intended Beneficiaries. These Terms of Service are strictly between the Company and Customer. There are no intended third party beneficiaries of these Terms of Service.

6. Government Sales. If Customer is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Platform and related documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.

7. Use of Words. The term “including” as used in these Terms of Service shall mean “including, without limitation,” unless the context otherwise requires.

8. Entire Agreement. These Terms of Services and the Company’s Data Processing Addendum constitute the entire agreement and understanding between the Company and Customer concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Service may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by Customer and the Company.

9. Independent Contractors. In performing these Terms of Service, the Parties act and shall act at all times as independent contractors, and nothing contained in these Terms of Service shall be construed or implied to create an agency, partnership or employer and employee relationship between the Parties. Except as expressly set forth in these Terms of Service, at no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party.

10. Non-Solicitation. During the term of an Order and for a period of nine (9) months after the earlier of its termination, expiration or the completion of Services thereunder, Customer agrees that they will not directly or indirectly solicit for hire any employee or representative of the Company that worked under such Order without the express written consent of the Company, provided that compliance with this provision shall not require any party to violate applicable law. Customer agrees that, if this provision were breached, the Company would incur damages that would be difficult to calculate. Therefore, in the event of any such solicitation in violation of this provision, Customer shall pay to the Company, as liquidated damages based on the reasonable current estimate of the parties and not as a penalty, a sum equal to fifty percent (50%) of the total annual base compensation paid to the affected individual(s) by the Customer following the engagement. Notwithstanding the foregoing restrictions in this provision, Customer’s general solicitation of employees (through, for example, advertisements in newspapers, magazines, trade journals or on the internet) will not be a violation of this provision nor will Customer’s hiring of personnel of the Company who corresponds to such a general solicitation be a violation of this provision.

BY USING THE COMPANY’S SERVICES AND/OR ACCEPTING THESE TERMS OF SERVICE (OR OTHERWISE BEING BOUND AS DESCRIBED ABOVE), CUSTOMER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF CUSTOMER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE CEASE ALL FURTHER USE OF THE SERVICES.