Turn Technologies, Inc.
Effective Date: November 12, 2020
We reserve the right to update this Agreement at any time. Any changes are effective immediately upon posting to www.turning.io. The most recent version of this Agreement is the version that applies.
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE OR ACCESS OUR SERVICES.
The Sites and Services provide a platform for emerging and established companies across multiple industries who have registered to use or test Turn’s Services (“Partners” or “Customer”) to procure Consumer reports, as defined in Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq (“FCRA”) and/or Investigative Consumer Reports as defined under the Investigative Consumer Reporting Agencies Act (“ICRAA”), California Civil Code Sections 1786 et seq (collectively “consumer report” or “reports”), for independent contractors, agents, volunteers, or other contingent workers, (“Workers” or “Consumers”) for employment purposes. The Sites and Services also allow Partners to invite Workers to consider on-demand work opportunities via our Sourcing platform.
Table of Contents
- Use of Turn’s Services
- Limited License to Use
- Certifications and Acknowledgements
- Product, Support, and Updates
- Fees and Payment
- Data Security and Sharing
- Intellectual Property
- Mutual Representations; Disclaimers; Limitation of Liability; and Indemnification
- Dispute Resolution and Arbitration Agreement
- General Terms
1. Use of Turn’s Services
1.1. Eligibility for Use. You warrant to have at least 18 years of age, of legal competence to enter into this agreement, and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdiction. We reserve the right to deny, in our sole discretion, any access or use of the Services without notice for any or no reason.
- Furthermore, if registering on, or using the Sites and Services for a Partner, you represent and warrant to have legal authority to bind that entity.
- The Sites and Services are not directed to children under 13 years old. If you are under 13 years old you may not provide personal information to us or register on the Sites.
1.2. You represent and warrant that all information you provide in connection with the creation of an account with Turn is accurate and true. You agree that, if any information changes, you will update your account to maintain accurate information.
- When you create an Account, you must also create a Login and Password. You agree that you will not distribute your Login or Password to any other person, and you understand that you cannot authorize any other person to use your Account. You agree that you will not transfer, sub-license, sell, or assign your rights in your Account to any other person.
1.3. Credentials and Passwords. You are responsible for protecting the credentials and passwords that you use to access the Services and for any activities or actions under your account credentials. Turn is not liable for any loss or damage arising from your failure to comply with the above.
1.4. Your Content. By submitting content through the Services, including but not limited to account information and Consumer data, you grant Turn a royalty-free, non-exclusive, worldwide license to reproduce, prepare
1.5. Compliance. We have the right to monitor your compliance with these Terms. If any such monitoring reveals that you are not using the Services in compliance with these Terms, then you will remedy any such non-compliance within five (5) business days of receiving notice from us, including, if applicable, through the payment of additional fees.1.6.California Partner Disclosure. Under California Civil Code Section 1789.3, Consumers who are residents of California are entitled to the following specific consumer rights information: The Complaint Assistance Unit of the Division of Consumer Service of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA,95814, or by telephone at 916.445.1254. The Services are provided by Turn Technologies, Inc., 20 West Kinzie Street 17th Floor, Chicago, Illinois 60654, (888) 499-8876.
2. Limited License to use the Services
Subject to Partner’s payment of all applicable fees and compliance with these Terms, we grant you a limited, revocable, non-transferable, nonexclusive license to access and use our Services. You agree that you will not copy, display, distribute, or resell any part of the content or Services, in any way, without Turn’s prior written consent.
2.1. Access Restrictions. You may not do any of the following, or allow any third party to do any of the following:
- copy, distribute, rent, lease, lend, sublicense or transfer access, or make access to the Sites or Services to any third party, including your affiliates, parents or subsidiaries, without Turn’s express prior written consent;
- modify, decompile, reverse engineer, or disassemble the Sites or Services, or otherwise attempt to discover any underlying source code, ideas, algorithms, file formats or programming interfaces, (iii) create derivative works based on the Sites or Services;
- modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Services;
- use the Services to develop a competitive product offering;
- not use, or attempt to use, the Services for unauthorized purposes;
- not allow Your personnel to access the Services or order Reports for improper, illegal or unauthorized purposes, including on themselves, associates, or any other person except in the exercise of their official duties;
- use any automated devices, such as spiders, robots or data mining techniques to download, store or otherwise reproduce, store or distribute Content or to manipulate the Services;
- access, tamper with, or use non-public areas of the Services, Turn’s computer systems, or the technical delivery systems of Turn’s affiliates;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Services to send altered, deceptive, or false source-identifying information; or
- interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending virus, overloading, flooding, spamming, mail-bombing the Services, or using the Services in such a manner as to interfere with or create an undue burden on the Services.
3. Certifications and Acknowledgments
3.1. When requesting and using reports our Services for Worker Screening or Sourcing purposes, you must comply with all laws, including but not limited to the FCRA, anti-discrimination laws, and state Laws. You are solely liable for your failure to do so. You certify and agree:
- That you will order and use the Consumer Reports as defined in Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq (“FCRA”) and/or Investigative Consumer Reports, as defined under the Investigative Consumer Reporting Agencies Act (“ICRAA”), California Civil Code Sections 1786 et seq., only for employment purposes, as defined by the respective or other applicable law, and no other purpose;
- That you will notify Turn immediately if your purpose change(s) for any reason;
- To use each Report for only a one-time, and to use each report within 30 days of completion date;
- To develop and follow reasonable procedures to comply with laws and for the fair and equitable use of consumer information;
- To make adverse action decisions only on legally reportable information;
- To strictly comply with the Data Security obligations set forth in Section 6;
- That you will provide the applicant with all of the required disclosure forms and obtain the applicant’s authorization to perform a background check;
That you will follow the FCRA’s pre-adverse and adverse action requirements when applicable;
- To hold the reports in strict confidence and not disclose the reports or any content of the reports, unless required by law, to any third parties; and
- That you will not use any of the information contained in the background check to violate any state or federal equal employment opportunity laws.
3.2. Partner acknowledges receipt of and certifies it has reviewed and fully understands the following three statutory notices:
- Summary of Your Rights Under the Fair Credit Reporting Act (16 C.F.R. Part 601) located at http://files.consumerfinance.gov/f/201504_cfpb_summary_your-rights-under-fcra.pdf
- Remedying the Effects of Identity Theft located at http://files.consumerfinance.gov/f/201410_cfpb_summary_remedying-the-effects-of-id-theft-fcra.pdf
- Notice to Users of Consumer Reports (16 C.F.R. Part 601) located at https://www.gpo.gov/fdsys/pkg/CFR-2012-title12-vol8/pdf/CFR-2012-title12-vol8-part1022-appN.pdf
3.3. California Certification. As applicable to you or the Report that You request, you hereby certify that, under the Investigative Consumer Reporting Agencies Act (“ICRA”), California Civil Code Sections 1786 et seq., and the Consumer Credit Reporting Agencies Act (“CCRAA”), California Civil Code Sections 1785.1 et seq., if You are located in the State of California, and/or your request for and/or use of Reports pertains to a California resident or worker, you certify to all of the following:
- You will only request and use Reports solely for permissible purpose(s) identified under California Civil Code Sections 1785.11(3)(B) and 1786.12(d)(1).
- When, at any time, Reports are sought for Employment Purposes other than suspicion of wrongdoing or misconduct by the Consumer who is the subject of the investigation, You have provided a clear and conspicuous disclosure in writing to the Consumer, which solely discloses: (1) that an Investigative Consumer Report may be obtained; (2) the permissible purpose of the Investigative Consumer Report; (3) that information on the Consumer’s character, general reputation, personal characteristics and mode of living may be disclosed; and (4) the name, address, telephone number, and website of the Consumer Reporting Agency conducting the investigation; and (5) the nature and scope of the
investigation requested, including a summary of the provisions of California Civil Code Section 1786.22.
- When, at any time, Reports are sought for Employment Purposes other than suspicion of wrongdoing or misconduct by the Consumer who is the subject of the investigation, only request a Report if the applicable Consumer has authorized in writing the procurement of the Report.
- In accordance with California Civil Code Section 1786.16(a)(5), You agree to provide the Consumer with a copy of the report, as provided in 1786.16(b).
- In accordance with California Civil Code Section 1786.16(b), You agree to provide a means by which the Consumer may indicate on a written form, by means of a box to check, that he/she wishes to receive a copy of any Reports that are prepared. If the Consumer wishes to receive a copy of the Report, You shall send (or contract with another entity to send) a copy of the Report to the Consumer within three business days of the date that the Report is provided to You. The copy of the Report shall contain the name, address, and telephone number of Turn, who issued the report, and how to contact Turn.
- Under all applicable circumstances, comply with California Civil Code Sections 1785.20 and 1786.40 in the taking of adverse action, which shall include, but may not be limited to, advising the Consumer against whom an adverse action has been taken that the adverse action was based in whole or in part upon information contained in the Report, informing the consumer in writing of Your name, address, and telephone number, and provide the Consumer of a written notice of his/her rights under the ICRA and the CCRAA.
- Any employment decisions or actions will comply with applicable law including, but not limited to, prohibitions against relying on dismissed or pending records for employment decisions or actions.
3.4. If you are ordering an investigative consumer report (reports with references, education or employment verification) where Turn may interview friends, associates, neighbors, co-workers, etc. of the applicant. You are also certifying that you will provide the applicant with an additional investigative consumer report disclosure listing the applicant’s rights to obtain more information regarding the nature and scope of the investigation.
3.5. Employment Purposes. If you use or request a report for employment purposes, you certify and agree:
- You will not request a Report for Employment Purposes unless:
- A clear and conspicuous disclosure has been made in writing to the Consumer by you before the report is obtained, in a document that consists solely of the disclosure that a consumer report may be obtained for employment purposes;
- The Consumer has authorized in writing the procurement of the Report; and
- Information from the report will not be used in violation of any employment opportunity laws.
- You further certify that before taking adverse action in whole or in part based on a report for employment Purposes, you will provide the consumer with:
- A copy of the report for employment purposes, as applicable;
- A copy of the Consumer’s rights, in the format approved by the Consumer Financial Protection Bureau; and
- The required pre-adverse action notice and any other assessment forms or notices required by applicable law.
- That each time you order or access a report for employment purposes, you are reaffirming all certifications and acknowledgements in this Agreement.
- That before taking adverse action based on a criminal record the EEOC Criminal History Guidance recommends that You perform an individualized assessment and other considerations. To obtain a copy of the EEOC Criminal History Guidance please go to the following website: http://www.eeoc.gov/laws/guidance/arrest_conviction.cfm.
- That you are not any of the following types of persons, entities and/or businesses: bail bondsmen, credit counseling firms, members of the media, resellers, financial counseling firms, credit repair clinics, pawn shops (except companies that do only title pawn), check cashing companies (except companies that do only loans, no check cashing), genealogical or heir research firms, massage or tattoo services, businesses that operate out of an apartment, individuals seeking information for their own private use, adult entertainment services of any kind, companies that locate missing children, companies that handle third party repossession, companies seeking information in connection with time shares, subscriptions companies, individuals involved in spiritual counseling or persons or entities that are not an end-user or decision maker.
- That while Turn shall make commercially reasonable efforts to notify You of a failure to deliver any notices, authorizations, disclosures, pre-adverse or adverse action letters, you understand that the use of Turn’s Services, including without limitation, the adverse action features, does not relieve you of your responsibilities under Section 3. In the event Turn notifies you of a delivery failure for any notice or adverse action letter, you understand that it is your responsibility as an end user to monitor and complete deliverability or take any other appropriate action necessary to complete your required obligations.
- To obtain the Consumer’s consent to receive any legal or other notices electronically in compliance with Electronic Signatures in Global and National Commerce Act of 2000.
3.6. Massachusetts Criminal Record Information Policy. As applicable to You or the Report that You request, You hereby certify that, under the Commonwealth’s Criminal Offender Record Information (“CORI”) law, if You are located in the State of Massachusetts, and/or Your request for and/or use of Reports pertains to a Massachusetts resident or worker, You certify to all of the following:
- Before asking a Consumer about their criminal records, You will provide a Consumer with copies of these records if You are in possession of such records;
- That before taking adverse action based, in whole or in part, on criminal history records, You will notify the Consumer of the potential adverse employment decision by sending required pre-adverse and adverse action notices and any other applicable notices. The pre-adverse action notice will include the criminal history records, the sources of the records, a copy of Your CORI policy, and a copy of information from the state agency about the process for correcting a criminal record; and
- That You will also provide the Consumer with an opportunity to dispute the accuracy of the criminal history records by waiting at least five business days before taking final adverse action.
3.7. If you request Moving Violation Reports (MVRs) and Driving Records, you certify and agree:
- That You are ordering the Moving Violation Reports and/or Driving Records (MVRs) in strict compliance with the Driver Privacy Protection Act (“DPPA”, at 18 U.S.C. § 2721 et seq.), if it applies, and any applicable state Laws.
- You have the Consumer’s written consent to obtain “driving records” and MVRs, and have provided it to Turn or have otherwise satisfied this obligation (e.g., Consumer consent secured via the Sites).
- You will only use this MVR in the normal course of business to obtain lawful information relating to the holder of a commercial driver’s license or to verify information provided by the Consumer.
- You will not transmit any data contained in the MVR via the public internet, email or any other unsecured means.
3.8. To the extent you elect to customize an Adjudication Matrix and to the extent permitted by Law, You authorize Turn to adjudicate Background Checks on Your behalf, based on such Adjudication Matrix, and if applicable, send pre-adverse action and adverse action notices on your behalf; provided that, you acknowledge and agree that you are solely responsible for your Adjudication Criteria and Turn shall not be liable for any decisions taken based on your Adjudication Criteria.
- You certify that you have reviewed your Adjudication Matrix to ensure that it complies with applicable Law, and that you will regularly update such criteria in order to ensure your ongoing and continued compliance with applicable Law.
- With each order for a report, you reaffirm the certifications and acknowledgments in 3.1 and 4.1 above.
3.9. Not legal advice.
- You certify that any documents, information, conversations or communication with Turn’s representatives regarding searches, checks, verifications, or other services offered by Turn are not to be considered a legal opinion regarding such use. Turn does not, and cannot, provide legal advice or other compliance related services to You or guarantee Your compliance with laws in your use of the Services or reports.
- You agree to consult with your own legal counsel (i) about the use of background screening information, including but not limited to, the legality of using or relying on reported information, (ii) about the use of Adjudication Matrix and (iii) to review any forms as well as the content of prescribed notices, adverse or pre-adverse action letters and any attachments to this Agreement for compliance with all laws. You agree that the provision of such notices, pre-adverse or adverse action letters and the contents thereof is your sole responsibility.
- You certify that you have reviewed, fully understand, have received independent legal advice on the contents and effects of the following Turn forms as they relate to you, Turn, and the Consumer; and you fully understand that these are standard forms that were neither drafted specifically for you, nor on your behalf. You authorize the use of Turn’s standard Disclosure and Authorization forms with your Workers via the Services.
- You certify that you are solely liable for any modifications you make to Turn’s disclosures, authorizations and notifications. You understand and agree that Turn’s review and approval process should not be construed as legal advice, and you must seek independent counsel regarding compliance as it relates to your modifications and use of such forms.
3.10. You certify that they have consulted with legal counsel with regard to any federal, state, or local laws prior to engaging any Worker or Consumer via Turn’s Worker Sourcing platform. Including, but not limited to any so- called “ban-the-box” laws or the like.
3.11. Notice of Penalty under the FCRA. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.
4. Product, Support, and Updates
4.1. Worker Screening. Turn recommends that you screen applicants at the county courthouse or online system, federal, and multi-state/nationwide database levels. If you choose not to conduct certain searches or searches at
these levels, Turn is not liable for any records that exist that are not included in the report. Turn will include any pass-through fees1 incurred on your invoice. Turn recommends that you screen applicants at the county courthouse, federal, and multi-state/nationwide database levels. If you choose not to conduct certain searches or searches at these levels, Turn is not liable for any records that exist that are not included in your worker screening request.
4.2. Worker Sourcing. By using Turn’s services to procure consumer reports, you authorize Turn to create a worker profile within its Worker Sourcing marketplace. In the marketplace, Partners may invite Workers to apply for work opportunities. All Workers selected via Sourcing, must be screened on the Turn platform. Only with a Worker’s authorization, disclosures, consent, and in accordance with Section 3 of these terms will the Partner procure a consumer report.
- Subscription Effective Date. The subscription’s effective date will be the date the subscription is entered into (“Effective Date”). If the subscription has a free trial, the Effective Date will be on the end date of the free-trial.
- Renewals. Your subscription will continue and automatically renew on a recurring annual basis corresponding to the term of your subscription unless you notify Turn, at email@example.com, with your intent to terminate at least thirty (30) days before the end of the annual renewal date, or your account is otherwise suspended or terminated pursuant to these Terms.
- Subscription plan updates and modifications. Turn reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing cycle following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes.
- Upgrades. Partners may upgrade their subscription at any time by contacting firstname.lastname@example.org. Upgrades will be effective as soon as the upgrade is confirmed by Turn. Once confirmed by Turn, Partner will have access to invite additional applicants available per the upgraded plan. Billing adjustments will be made in accordance with Section 6.
- Some counties, states, and other third-party sources may charge fixed fees to retrieve records, including but not limited to Motor Vehicle, Criminal, Civil, Credentialing, Employment Verification, and Education Verification. These fees will be reflected at cost on your billing invoice as “pass-through fees”. You are also responsible for paying any withholding, sales, value added or other taxes, duties or processing charges incurred by us that are applicable to the use of Turn services.
- Cancellation and Downgrades. You may cancel or downgrade your subscription during the first sixty (60) days of your subscription by contacting email@example.com. If Partner cancels or downgrades the subscription after sixty (60) days from initial subscription, Partner will be liable for all remaining unpaid subscription payments per the original subscription plan, which will continue to be billed every month for the remainder of the subscription period. Partner will still have access to Worker Sourcing in the Turn portal until the expiration date of the annual subscription.
- Refunds. All previously made payments are nonrefundable. If you cancel, modify your subscription, or if your account is otherwise terminated under these Terms, you will not receive a credit, including for partially used periods of Service. There are circumstances where Turn may provide credits on a case by case basis. The amount and form of such credits, and the decision to provide them, are at Turn’s sole and absolute discretion.
- Rollovers. You can only carry forward unused applicants accrued during the previous month or months, while remaining in good standing (defined as current on all billing obligations). All rollover applicants will expire at the end of the subscription period.
- Excess Applicants (Overages).
- Partners will receive email notifications during their subscription when 90% of remaining available applicants in the current month have been used.
- Partners will receive an additional notification when all available applicants in the subscription have been used, and that moving forward you will be charged the a-la-carte fee for any excess applicants ordered until the start of the next billing cycle.
- You will be charged for each additional a-la-carte order at the a-la-carte price, and each additional order will be added to your monthly applicant subscription invoice. See section 5 for additional billing information.
- A-la-carte plans.
- Through an a-la-carte plan, Partners place separate orders for each applicant cohort as desired. Partners may place an order for additional applicants at any time in the Turn partner dashboard.
- Switching from an a-la-carte plan to a paid subscription plan. Partners may switch to a paid subscription plan at any time by contacting firstname.lastname@example.org. See Section 5 for applicable subscription plan terms.
- Each applicant cohort order will be billed in accordance with Section5.
- Free trials. We may offer free trials to a particular subscription or a-la-carte plan, subject to specific terms explained during your sign-up. You will not receive a notice from Turn that your free trial has ended and that payment for your subscription is due. If you cancel your subscription or a-la-carte plan during a free trial or while using a promotional code or other credits, cancellation may be effective immediately.
- Note: any free checks offered are subject to the applicants’ successful background check application and Partner is liable for any resulting pass-through fees.
- Independent Contractors. Turn Technologies Sourcing platform provides an on-demand service that allows Partners to connect with Turn’s network of geographically distributed Workers. You understand and agrees that: (i) neither you nor the independent contractors are employees of Turn; (ii) Turn is not required to provide You or any independent contractors with workers’ compensation insurance or other similar insurance coverage; and (iii) Turn does not, in any way, supervise, direct, or control the independent contractors work or services performed for you in any manner.
- Partner’s use of the Worker Sourcing information shall be limited solely to the purpose of considering the Worker for employment purposes. Partner may not use Worker data for unlawful purposes or disclose it for any purpose other than its intended purpose. Partner acknowledges and agrees that Worker data may contain personal and/or sensitive information.
4.3. Subcontractors. Turn may use subcontractors or other third parties to perform its obligations under the Agreements, but Turn will remain responsible for all such obligations and actions and inactions by such third parties as if such action or inaction were an action or inaction of Turn.
4.4. International Criminal Records. Turn may use third party contractors to perform international background screenings. Because of differences in foreign laws, language, and the manner in which foreign records are
maintained and reported, Turn cannot ensure or guarantee the accuracy of the information reported.
4.5. Support. You can request support during normal business hours via email sent to email@example.com, chat via our website at www.turning.io and our mobile application. While Turn makes commercially reasonable efforts to ensure continuous availability of the Sites, Turn makes no representation, warranty or guarantee regarding the continuous availability or performance of the Sites.
4.6. Updates. Turn may change features of the Services, and the production, support, delivery, layout or maintenance of the Reports from time to time, or discontinue the provision of a report, in its sole discretion.
5. Fees and Payment
5.1. Worker Screening fees and payments.
- Fees. Partners are authorized to order the products specified in Your Master Service Agreement, Addendums, Appendices or the like. You will pay Turn the fees specified in each agreement and any pass-through fees, in consideration for your purchase of reports and/or related services. Turn will automatically charge your debit or credit card2 or ACH debit account each month. You are solely responsible for ensuring that your payment information is complete and accurate at all times.
- Automatic Payment Terms. After the close of each calendar month, you will receive an invoice for the fees that You incurred that month. Immediately thereafter, Turn will automatically charge or withdraw funds via Turn’s accepted payment methods for the Fees on each invoice. All payments must be made in the currency reflected in Your invoice. Any amounts due to Turn under this Agreement not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. You are responsible for paying any withholding, sales, value added or other taxes, duties or charges applicable to this Agreement. You agree to pay any reasonable attorneys’ fees required for collection of late payment.
- Pricing Changes. The prices (excluding pass-through fees) set forth in any Master Service Agreement, Addendum, Appendix, Subscription, Membership or the like, shall be fixed for the duration of that document, but not its renewals. Turn may adjust the pricing of any Service from time to time and in its sole discretion, provided that Turn shall provide you with at least thirty (30) days’ prior written notice of any pricing change.
- Payments via credit card are subject to an additional 3.5% processing fee + any incremental charges.
- The foregoing notwithstanding, in the event that Turn’s cost of providing the Services materially increases as the result of federal, state, or local laws, ordinances, or other regulatory, administrative, or governmental acts, then Turn may implement a surcharge equal to the increased cost.
5.2. Worker Sourcing fees and payments.
- Applicant Fees
- Subscription plans. We will charge your Payment Method (see 5.7) on a recurring monthly basis corresponding to the term of your subscription. The monthly payment will include a monthly subscription fee, any additional a-la-carte order fees, and any other applicable taxes and processing fees.
- A-la-carte plans. We will charge your Payment Method (see 5.7) on a monthly basis for all a-la-carte applicant fees incurred during the billing period, plus any additional processing fees and any applicable taxes.
- Applicant fee billing cycle. The monthly billing cycle for both subscription and a-la-carte plans will be tied to the calendar day of the Effective Date of the subscription or a-la-carte plan. Each billing period will be between 28 and 31 days depending on the number of days in each month. If a month does not have the same calendar day as the Effective Date (e.g. 31st), the billing period for the corresponding month will start on the last day of the month. Each monthly payment will be processed on or after the last day of the corresponding billing period, typically within 1business day from the end of the corresponding billing period.
- Invoicing. Turn shall submit a separate monthly invoice for all applicant fees to Partner with a summary of applicant fees charged. Further applicant fee detail can be provided upon request by contacting firstname.lastname@example.org.
- Incentive fees. All subscription plans and a-la-carte plans are subject to additional incentive payments known as tenure-based fees.
- Partners are subject to the tenure-based incentive fee structure. Partner shall pay monthly tenure-based fees amounting to $15 per active worker sourced through Turn, per month, for up to 12 months from the date of each workers’ first completed task. Active worker means a worker who has completed at least one task for the Partner in a calendar month.
- ○Incentive fee billing cycle. The monthly billing cycle for all incentive fees will begin on the first day (1st) of every month and end on the last day of every month (ranging from the 28th to 31st). Each monthly payment will be processed on or after the last day of the corresponding billing period, typically within seven (7) business days after the corresponding billing period.
- Invoicing. Turn shall submit a separate monthly invoice for all incentive fees to Partner with a summary of incentive fees charged. Further incentive payment fee detail can be provided upon request by contacting email@example.com.
- Worker Sourcing payment method. Unless otherwise indicated, you will be required to provide a credit card or other payment method accepted by Turn, as may be updated from time to time ("Payment Method"). You are solely responsible for any and all fees charged to your Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, you may edit your Payment Method information by updating your payment details in the Turn partner dashboard or by contacting firstname.lastname@example.org.
- Credit cards will be subject to an additional 3.5% processing fee applied to each payment.
- ACH payments will be subject to an additional 1.0% processing fee, capped at $10.00 per payment. ACH accounts are required to be validated by our payment processor prior to the first payment. Upon signup with an ACH payment method, the bank account will receive 2 separate microdeposits (less than $1.00 each) with the description beginning with “turning.io AMTS...” within 1 to 2 business days. Upon receipt of the 2 micro deposits, you are required to immediately confirm the amounts of the two micro deposits by emailing email@example.com with each micro deposit amount. If we do not receive your confirmation of the micro deposit amounts, your access to the partner dashboard may be temporarily suspended until the microdeposits are provided.
5.3. Partner is responsible for paying all value-added, sales, use or withholding taxes.
5.4. Past-due invoices. Turn may assess a late payment fee of 1.5% to the amount of any outstanding balance each month if Partner fails to pay an invoice within the stated period. Turn reserves the right to suspend your membership pending payment for past-due invoices.
5.5. Payment disputes. Partner has up to sixty (60) days after the invoice date to retroactively dispute charges.
6. Data Security and Sharing
6.1. You represent and warrant that:
or unauthorized purposes, pursuant to requirements similar to the requirements of Section 6103(p)(4) of the Internal Revenue Code of 1986. (This code section refers to record-keeping safeguards.)
- You are solely responsible for personal information you collect on behalf of Consumers.
- You agree that any system access software that You use, whether developed by Your company or purchased from a third-party vendor, will keep your account number and password “hidden” or embedded and be known only by supervisory personnel. You will assign a unique logon password to each user of the system access software. You will strictly prohibit the sharing of passwords. If such system access software is replaced by different access software and therefore no longer is in use or, alternatively, the hardware upon which such system access software resides is no longer being used or is being disposed of, or if the password has been compromised or believed to be compromised in any way, you will change Your password immediately.
- You and your personnel will secure all hard or electronic copies of sensitive Consumer information and reports within your offices and facilities so that unauthorized persons cannot easily access them.
- You and your personnel will place all terminal devices used to obtain sensitive Consumer information and reports in a secure location so that unauthorized persons cannot easily access them.
- You will shred or destroy all hard copy Reports, and delete or render unreadable any electronic files containing Reports, after it is no longer needed and when Laws permit destruction.
- You are solely responsible for the activities of any person accessing the Services using any credentials issued to you.
- You will promptly notify Turn if You suspect that any account, credentials, Consumer information or reports, have been compromised.
- Turn may review Your records and practices at any time upon reasonable prior notice during your use of the Services, and for 5 years thereafter, to confirm your compliance. Your breach of this Agreement or violation of Law discovered by Turn may result in immediate suspension and/or termination of Your account, under these Terms, legal action and referral to regulatory agencies.
measures; and (ii) no security measures are 100% effective. As such, Turn makes no representations or warranties regarding the security of the information.
6.3. Public Records. The data collected on your behalf with respect to consumer reports, may include without limitation, DMV records, criminal records, and other publicly available information is deemed to be “Public Records” that Turn may retain, use, disclose, and delete in its sole discretion and as required or permitted by law.
6.4. Your use of any of our APIs and display of content in your application or website must comply with the technical documentation, usage guidelines, call volume limits, and developer other documentation made available to you by Turn. “Content” means any data or content from our Sites, Services or accessed via the APIs.
6.5. APIs for Data Sharing purposes. As consideration for use of the Services, Partners shall implement Turn’s API for Worker data sharing purposes within ninety (90) days of development documentation being provided. Turn reserves the right to restrict Partner access to the Services for failure to implement the Data Sharing API, in whole or part.
7. Intellectual Property
7.1. Turn’s website, mobile application, and other platforms providing Services, and everything on them, from text to photos to videos to graphics and software (collectively, the “Materials”) are owned by or licensed to Turn. All are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties or other proprietary rights and laws of the United States and other countries. Except as otherwise indicated and except for the trademarks, service marks, logos and trade names of other companies we display, all trademarks, service marks, logos, trade dress, and trade names are proprietary to Turn, and Turn will enforce its intellectual property rights to the fullest extent of the law.
7.2. Any feedback, comments, or suggestions you may provide regarding Turn Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
8.1. Each party will keep confidential, all information and materials provided or made available, directly or indirectly, by the other party that is marked as confidential or proprietary, or is identified as confidential or proprietary at the time of disclosure, or the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Turn’s confidential includes but is not limited to, the features, functionality and content of the Sites and Services and any planned modifications or updates thereto, fees and pricing information. Each party will maintain all confidential in strict confidence by using at least the same level of care that is used for its own confidential information, but in no case less than a prudent and reasonable standard of care. Each party may use confidential information solely for the purposes of performing its obligations or exercising its rights hereunder. Information that either party can establish: (i) was lawfully in a party’s possession before receipt from the other party; or (ii) is or becomes a matter of public knowledge through no fault of the receiving party; or (iii) was independently developed or discovered by a party without the benefit of any Confidential Information of the other party, shall not be considered confidential under these Terms. Each party may disclose confidential information solely to its employees and representatives that have a need to know to accomplish the purposes of these Terms and each of whom are bound to protect the confidential information from unauthorized use and disclosure. Each party may also disclose confidential information in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed; provided that, the responding party gives sufficient notice to the disclosing party to enable the disclosing party to take protective measures, and/or in any event only disclose the exact confidential information, or portion thereof, specifically requested. The obligations imposed on a receiving party shall survive until such time as the confidential information of the disclosing party becomes publicly available and/or made generally known through no action of the receiving party. All Confidential Information will be returned immediately to the disclosing party, or destroyed, after the receiving party’s need for it has expired or upon request of the disclosing party or termination of these Terms. Each party agrees that any violation of these confidentiality provisions will cause irreparable injury to the other party entitling the other party to injunctive relief or other equitable relief, in addition to, and not in lieu of, any other remedies such party may be entitled to.
9. Mutual Representations; Disclaimer; Limitation of Liability; Indemnification
9.1. Mutual Representations. Each Party represents and warrants to the other that (i) these Terms has been duly executed and delivered and constitutes a binding agreement enforceable against the executing Party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of these Terms; and (iii) the execution, delivery, and performance of these Terms does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. DISCLAIMER. ALL CONTENT, MATERIALS, OR RESULTS FROM THE USE OF OUR SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE.” TURN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALSO, WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF OUR SERVICES OR ANY SERVICESREQUESTED THROUGH THE USE OF OUR SERVICES, OR THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TURN DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTIES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SITES, OUR SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION WITH YOUR USE OF OUR SERVICES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9.3. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR INDEMNIFICATION OBLIGATIONS, OR IN CONNECTION WITH CLIENT’S FAILURE TO PAY ANY AMOUNTS DUE AND OWING: (1) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THESE TERMS REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (2) EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDERTHIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY THE PARTNER HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECTYOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOAD OF ANY MATERIALS FROM THE SITES. WE ALSO ASSUME NO RESPONSIBILITY OR LIABILITY IN ANYMANNER ARISING OUT OF OR RELATING TO ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE SITES, AS WELL AS ANY THIRD-PARTY WEBPAGES OR ADDITIONAL WEBSITES LINKED TO THE SITES, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, OR INACCURACY CONTAINED ON THE SITES OR HARM TO ANY PERSON OR PROPERTY CAUSED BY YOUR USE OF THE SITES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE NOT SATISFIED WITH THE SITES OR OUR SERVICES, OR YOU DO NOT AGREE TO THE TERMS OFTHESE DISCLAIMERS IS TO DISCONTINUE USING THE SITES OR OUR SERVICES, EXCEPT AS PROVIDED IN THIS SECTION.
10. Arbitration and Dispute Resolution
10.1. Agreement to Binding Arbitration Between You and Turn.
- YOU AND TURN MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLVE DISPUTES IN COURT BY A JUDGE OR JURY AND INSTEAD AGREE TO SETTLE ANY DISPUTE BY ARBITRATION. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., and survives after this Agreement or our relationship ends. ANY ARBITRATION UNDER THE ARBITRATION AGREEMENT SHALL BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. The Arbitration Agreement applies to all Claims (as defined below) between you and Turn (as an individual, a “Party” or together, the “Parties”), including the Parties’ affiliates, subsidiaries, parents, heirs, successors and assigns, and their respective officers, directors, employees, agents, or shareholders.
10.2. Prohibition of Class Actions and Non-Individualized Relief.
- YOU UNDERSTAND AND AGREE THAT THE PARTIES MAY BRING CLAIMS INARBITRATION AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU ALSO UNDERSTAND AND AGREE THAT THE PARTIES BOTH WAIVE THEIR RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
- Notwithstanding any other provisions of these Terms, the Arbitration Agreement or the AAA Rules (as defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be decided only by a court of competent jurisdiction and not by an arbitrator. In any case in which: (a) a dispute is filed as a class, collective, or representative action and (b) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, those Claims must be litigated in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
10.3. Rules and Governing Law
- The American Arbitration Association (“AAA”) shall administer any arbitration conducted pursuant to the Arbitration Agreement under its Consumer Arbitration Rules in effect at the time a Party initiates arbitration. You may obtain a copy of the rules at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, an arbitrator shall have the discretion to select a different set of AAA rules at the request of either Party and if using different rules is appropriate given the facts and circumstances of the Claim at hand. But, in no event, shall an arbitrator consolidate more than one person’s Claims.
- Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information between you and Turn, consistent with the nature of the Claim. The arbitrator may award any individualized remedies that would be available in court, including declaratory or injunctive relief. The arbitrators must provide a reasoned written statement of their decision that explains their rulings and the findings and conclusions they relied on.
- The arbitrator will decide on the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving a different Party, but will be bound by rulings in prior arbitrations involving the same Party if required by applicable law. The arbitrator’s award shall be final and binding and judgment of the Parties may be entered by any court having competent jurisdiction.
- Notwithstanding any governing law or other terms in this Agreement, the Parties agree and acknowledge that the Arbitration Agreement constitutes a transaction involving interstate commerce and that the FAA will govern its interpretation, enforcement, and proceedings under the Arbitration Agreement. It is the intent of the Parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under the Arbitration Agreement or its enforcement, then that issue shall be resolved under the laws of the State of Delaware.
- A Party must commence arbitration by sending the other a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at its website (www.adr.org) or by calling the AAA at 1-800-778-7879. The arbitrator will be (1) a retired judge or (2) an attorney licensed to practice law in the state where a Party resides and will be selected by the Parties from the AAA’s roster of consumer dispute arbitrators. The AAA will appoint the arbitrator per the AAA Rules if the Parties are unable to agree on one within 14 business days after a Party receives the Demand for Arbitration.
10.5. Arbitration Fees and Awards.
The payment of filing and arbitration fees will be governed by the relevant AAA rules subject to the following modifications:
- Turn agrees that, if your Claim is less than $3,000, your share of any required filing fee and the arbitration fees are limited to $100, provided that you initiate arbitration after participating (in good faith) in the optional Negotiation Process described below. Turn will reimburse you for all but $100 of any fees once you submit proof of payment to Turn. Notwithstanding the above, the payment of all such fees will be governed by the AAA Rules if the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)).
- We will pay all AAA filing and arbitration fees if we commence arbitration under the Arbitration Agreement.
- The Parties shall pay their own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each Party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses or documents, take depositions and purchase deposition transcripts, copy documents, etc.), except as provided in Federal Rule of Civil Procedure 68 or similar state rules or laws.
- The arbitrator may, if authorized by applicable law, award you reasonable fees and costs if you prevail at the end of any arbitration.
10.6. Location and Manner of Arbitration
- The arbitration will be conducted in the county and state where you reside unless the Parties agree otherwise. The arbitration will be conducted solely on the basis of documents the Parties submit to the arbitrator if a Claim does not exceed $10,000, unless either Party requests a hearing and the arbitrator determines one is necessary. The right to a hearing will be determined by the AAA Rules if a Claim exceeds$10,000.
10.7. Exceptions to Arbitration
- The Arbitration Agreement does not require arbitration of the following types of disputes: (1) small claims actions brought on an individual basis that is within the scope of the small claims court’s jurisdiction; and (2) disputes that may not be subject to arbitration as a matter of law.
- Nothing in the Arbitration Agreement precludes or excuses a Party from bringing an administrative claim before any agency in order to fulfill an obligation to exhaust administrative remedies before making a Claim in arbitration; however the Parties knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under the Arbitration Agreement. Nothing in this Agreement or Arbitration Agreement prevents a Party’s participation in an investigation by a government agency of any report, claim or charge otherwise covered by the Arbitration Agreement.
10.10. Pre-Arbitration Negotiation. Either Party may, before initiating arbitration, agree to first attempt to negotiate any dispute informally for 30 days, unless the Parties mutually extend this period. A Party who intends to seek negotiation must send the other Party a written notice of the dispute (“Notice”). The Notice must (a) describe the nature and basis of the dispute, and (b) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by the Parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or any other proceeding involving the Parties; however, evidence that is otherwise admissible or discoverable is not rendered inadmissible or non-discoverable due to its use in the negotiation.
10.11. 30-Day Opt-Out Period.
- You have the right to choose to opt out of the Arbitration Agreement if you do not desire to be bound by it (including its waiver of class, collective, and representative claims). To do so, you must notify Turn in writing of your desire to opt out of arbitration, which writing must be dated, signed and delivered by: (1) electronic mail to firstname.lastname@example.org, or(2) by certified mail, postage prepaid and return receipt requested, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.) addressed to: Legal Dispute, c/o Turn Technologies, Inc., 20 West Kinzie Street, 17th Floor, Chicago, IL 60654.
- To be effective, (a) the writing must clearly indicate your intent to opt out of the Arbitration Agreement, (b) the writing must include the name, phone number, and email address associated with your account, and (c) the email or envelope containing the writing must be sent within 30 days of the date you execute the Arbitration Agreement. If you do not opt out within this period, the Parties will be bound by the terms of the Arbitration Agreement in full.
11.1. Non-Solicitation. During the Term and for a period of two (2) years thereafter, neither Party will directly or indirectly solicit for employment or otherwise induce, influence, or encourage any employee or contractor of the other Party to terminate their engagement with the other Party. This Section will not apply to current or former employees or contractors who respond to general advertisements or job postings.
11.2. Governing law. These Terms shall be governed by the laws of the State of Delaware without regard to choice of law principles. This section is only intended to specify the use of Delaware law to interpret this Agreement and it does not create any other substantive right to non-Delawareans to assert claims under Delaware law whether by statute, common law, or otherwise.
11.3. Waiver, Severability, and Assignments. Turn’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found invalid or unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Turn may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
11.4. Changes to the Services. We reserve the right, at any time and in our sole discretion, to amend, modify, suspend, or terminate the Services, the content, and any part thereof without notice to you. Turn shall have no liability to you or any other person or entity for any modification, suspension, termination, or loss of information.
11.5. Term, Suspension and Termination. These Terms will remain in full force and effect while you use the Services. You may terminate your use of the Services at any time.
- Turn may suspend or limit Your access to or use of the Services at any time if: (i) You do not timely pay all Fees due; (ii) in the sole discretion of Turn such action is necessary to prevent material errors or harm, or to limit Turn’s liability; or (iii) You attempt to access or use the Services or reports in an unauthorized or unlawful manner.
- Turn may terminate these Terms at any time upon 30 days’ notice to You, or immediately with or without notice if: (i) Turn believes that You have breached these Terms, any Agreement, or violated any law; (ii) requested to do so by a third party data provider; or, (iii) a material change in existing legal requirements adversely affects this these terms or any Agreements. Turn may (but is not obligated to) terminate any Agreements and Your account if You do not utilize the services for six or more months.
11.6. Modification of Terms. We may change these Terms from time to time and without prior notice. Any such modification will be effective as soon as
we post it, and we will always post the most current version of these Terms at www.turning.io. We may notify you if we make a change that we, in our sole discretion, deem material; you agree, however, that you will review these Terms periodically for any change. By continuing to use our Services after we post Updated Terms, you agree, except as provided in the Arbitration Agreement, to be bound by the Updated Terms, and that, if you do not assent to the Updated Terms, you will stop using our Services.
- We may also post or link additional terms, policies, rules or guidelines applicable to our Services or certain features, such as end-user license agreements, or other agreements or rules applicable to particular features, promotions or content on the Services (collectively, the “Additional Terms”). Your use of our Services is subject to any Additional Terms, and those terms are incorporated into these by reference.
11.8. Insurance. You represent and warrant that, during the Term of this Agreement, You will maintain, in full force and effect, appropriate insurance coverage in accordance with the best industry standards applicable to You, which shall include, at minimum, (a) at least $1,000,000 in broad form commercial general liability coverage; (b) statutorily required workers compensation insurance, and (c) employment practices liability insurance. You shall endeavor to provide Turn thirty (30) days’ written notice in the event any of the policies required hereunder are reduced or cancelled. Should You at any time fail to maintain the required insurance, such failure shall be considered a breach of this Agreement entitling Turn to terminate for cause.
11.9. Publicity. Turn may publicly list Partner as a customer and use Partner’s name, trademarks, service marks, trade names, and logos for marketing or promotional purposes and in other communications with existing or potential Argyle customers, resellers, or investors.
11.10. Headings. The headings of the sections contained in these Terms are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of the Terms.