These terms govern your use of the services Turn Technologies, Inc. (“Turn,” “our,” “we,” or “us”) offers on our mobile application, website and other platforms (collectively, our “Services”). PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY ESTABLISH A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TURN (hereafter, this “Agreement”).
What does that mean? It means that, by using our Services, you agree that you are bound by the terms of this Agreement. YOU MAY NOT USE OUR SERVICES IF YOU DO NOT AGREE THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT. This Agreement expressly supersedes prior agreements or arrangements between you and Turn, and we may terminate this Agreement or stop you from using our Services at any time and for any reason.
BE ADVISED: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY AS IT REQUIRES YOU TO RESOLVE ANY DISPUTES WITH TURN ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION. YOU EXPRESSLY ACKNOWLEDGE BY ENTERING INTO THE ARBITRATION AGREEMENT THAT YOU HAVE READ AND UNDERSTAND ITS TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
We own and operate the Turn mobile application, its related mobile site, and Turn’s website (www.turning.io) and other domains (collectively, the “Sites”). The Sites provide a platform for gig-economy workers to discover new opportunities with both emerging and established on-demand companies (our “Partners”) across multiple industries. Our Partners operate independently, and they have contracted with us to provide an integrated platform to list their work opportunities. You or our Partners make any decision to accept or offer work in your or their sole discretion. Turn does not control or have the right to control what you or our Partners do or how you do your job. No independent contractor, employer-employee, joint venture, partnership, or agency relationship exists between and among you, Turn or our Partners as a result of this Agreement or your use of our Services.
You may only use our Services if you can form a legally binding contract under applicable law. Our Services are unavailable to minors (people under the age of 18), individuals convicted of a felony in the United States (and a similar crime in other countries), or to those who have had their account temporarily or permanently deactivated.
You must register for and maintain an active personal user account to use most aspects of our Services. Account registration requires you to submit certain personal information, such as your name, email addresses, and mobile number. In return for using our Services, you agree to (a) provide true, accurate, current and complete account information, and (b) maintain and promptly update your information to keep it true, accurate, current and complete. We have the right to block your current or future use of the Sites if you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that the information is false, inaccurate, not current or incomplete. You may only have one account unless otherwise permitted by us in writing.
You are responsible for maintaining the confidentiality and security of your account and for all activities or any other actions that occur under, or someone takes in connection with your account or password. You agree to (a) immediately notify us of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password; and (b) ensure that you exit from your account at the end of each session. Turn will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your account.
Except for your Information (as defined below), the Sites and everything on them, from text to photos to videos to graphics and software (collectively, the “Materials”) are owned by or licensed to Turn. The Sites and the Materials 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 on the Sites and except for the trademarks, service marks, logos and trade names of other companies we display on the Sites, all trademarks, service marks, logos, trade dress, and trade names are proprietary to Turn, including but not limited to the TURN logo; and the www.turning.io trade dress. Turn will enforce its intellectual property rights to the fullest extent of the law.
We grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Sites or the Materials for your personal use as expressly permitted by the terms of this Agreement, all applicable intellectual property laws, and any Updated or Additional Terms (as defined below). Any other use of the Sites or the Materials is strictly prohibited, and you may not copy, republish, upload, post, transmit, distribute or modify the Materials without our express written permission. You should not interpret any language on the Sites as us granting you a license or right to use the Materials or third-party proprietary content without our express written permission or that of the relevant third-party owner. You also may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce to a human-perceivable form any software that you download from the Sites.
By using the Sites or our Services, you agree not to:
a) violate applicable laws regarding online conduct and submission of content;
b) use the Sites or our Services if you are under the age of 13;
c) access the Sites or our Services using another person’s account;
d) attempt, through any means, to gain unauthorized access to any part of the Sites or our Services, or any computer system or network connected to any Turn server;
e) attempt to impersonate another user or person;
f) advertise, or solicit, any user to buy or sell any products or services;
g) deep-link to the Sites or access the Sites manually or with any robot, spider, web crawler, extraction software, automated process or device to scrape, copy or monitor any portion of the Sites or the Materials or other content on the Sites;
h) conduct any kind of systematic retrieval of data or other content from the Sites;
i) create or compile, directly or indirectly, any collection, compilation, database or directory from the Sites’ content;
j) use the Sites in any manner that could damage, disable, overburden or impair any Turn server, or any network connected to any Turn server, or interfere with any other person’s use and enjoyment of the Sites;
k) transmit any chain letters or junk email;
l) use any information obtained from the Sites or our Services in order to contact, advertise to, solicit, or sell to any user or our Partners;
m) sell or transfer your account;
n) use the Sites to engage in commercial activities apart from sanctioned uses of our Services;
o) use the Sites as part of an effort to compete with Turn, the Sites, or our Services;
p) copy any content from the Sites for republication in any format o r media;
q) license, sell or otherwise provide access to the Sites to any person, including without limitation, to build a competitive product or service;
r) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
s) delete the copyright or other proprietary rights notice from any portion of the Sites or our Services;
t) upload or transmit viruses or other harmful, disruptive or destructive files;
u) disrupt, interfere with, or otherwise harm or violate the security of the Sites, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Sites or affiliated or linked websites; and
v) use the Sites for any illegal purposes.
You agree that violations of the preceding prohibitions may be so serious and incalculable that monetary compensation is not a sufficient or appropriate remedy and, in those circumstances, Turn will be entitled to temporary and permanent injunctive relief to prohibit such use or activity.
As consideration for using the Sites or our Services, you consent to receive communications from us, including via email, text, facsimile, voice and push notification. You expressly consent to receive text messages, faxes, telephone calls or prerecorded messages generated by automatic telephone dialing systems or other technologies. Communications from Turn may include: operational communications concerning your account or use of the Sites or our Services, updates concerning new and existing features to the Sites or our Services, communications regarding promotions run by us, our Partners or others, and news concerning Turn and industry developments. Standard data fees and text message rates may apply based on your mobile plan.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, CALLS, OR TEXTS TO YOUR MOBILE DEVICE OR DESKTOP COMPUTER, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS, TEXTS, OR CALLS AS A CONDITION OF USING THE SITE OR OUR SERVICES. IF YOU WANT TO OPT OUT OF ALL PROMOTIONAL EMAILS, TEXTS, OR CALLS TO YOUR MOBILE DEVICE OR DESKTOP COMPUTER (INCLUDING OPERATIONAL OR TRANSACTIONAL EMAILS, TEXTS, OR CALLS), YOU CAN UNSUBSCRIBE ENTIRELY OR SUSPEND YOUR ACCOUNT, BUT ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL EMAILS, TEXTS, OR CALLS MAY IMPACT YOUR USE OF OUR SERVICES.
You may be able to create or log-in to your Turn account through social networking accounts (each such account, an “SNS account”). You understand by connecting to Turn through an SNS account that we may access or store any SNS account content, or make it available to you or others, according to the permission settings of your SNS account (e.g., friends, mutual friends, contacts or following or followed lists (the “SNS content”)). You understand that SNS content may be available on and through the Sites or our Services. All SNS content, if any, shall be considered to be your Information unless otherwise specified in this Agreement.
Turn may, at its sole discretion, offer first- or third-party promotions on or through the Sites or our Services. We reserve the right to withhold or deduct credits or benefits you obtain through any such promotion if we determine or believe that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotional terms or this Agreement.
We may, from time to time, offer you incentives to refer new users to us. These incentives may come in the form of credits, and we may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in our sole discretion. Your participation in any referral program is subject to this Agreement and any additional referral program rules.
THE SITES, THE MATERIALS, ALL OTHER CONTENT ON THE SITES AND OUR SERVICES ARE 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 SERVICES REQUESTED 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.
TURN SHALL NOT BE LIABLE TO YOU IN A WARRANTY, CONTRACT, OR NEGLIGENCE ACTION FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (EVEN IF YOU PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE USE, INABILITY TO USE, PERFORMANCE OF, OR SERVICES PROVIDED ON OR THROUGH THE SITES. WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR 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 ANY MANNER 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. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, OR NEGLIGENCE EXCEED $1,000. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE NOT SATISFIED WITH THE SITES OR OUR SERVICES, OR YOU DO NOT AGREE TO THE TERMS OF THESE DISCLAIMERS IS TO DISCONTINUE USING THE SITES OR OUR SERVICES, EXCEPT AS PROVIDED IN THIS SECTION.
You agree to indemnify and hold Turn and its affiliates and our officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with (a) your use of the Sites and our Services or services obtained through your use of the Sites or our Services; (b) your breach or violation of any of the terms of this Agreement; (c) Turn’s use of your Information; or (d) your violation of the rights of any third party, including the rights of our Partners.
The Sites may contain links to websites that third parties own, control, develop, sponsor or maintain and that may be subject to additional terms and conditions (“Third-Party Websites”). Turn does not review, monitor, operate or control the Third-Party Websites, and it makes no guarantees, representations or warranties as to, and shall have no liability for, the content available on or through or the functioning of the Third-Party Websites. By providing access to Third-Party Websites, we are not recommending or otherwise endorsing the products or services provided by the sponsors or owners of those websites. Your access or use of the Third-Party Websites, including providing information, materials or other content to the Third-Party Websites, is entirely at your own risk. Turn has the right to discontinue links to any Third-Party Websites at any time and for any reason, without notice.
We may also post or link to the Sites additional terms, policies, rules or guidelines applicable to our Services or certain features of the Sites, such as end-user license agreements, or other agreements or rules applicable to particular features, promotions or content on the Sites (collectively, the “Additional Terms”). Your use of the Sites or our Services is subject to any Additional Terms, and those terms are incorporated into this Agreement by reference.
a) 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.
Except as expressly provided below, ALL DISPUTES BETWEEN YOU AND TURN (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN THE PARTIES. These “Claims” include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions of this Agreement (including the breach, termination, enforcement, interpretation or validity thereof), the Sites, our Services, any other services made available through the Sites, your relationship with Turn or our Partners, the threatened or actual suspension, deactivation or termination of your account or this Agreement, any promotions or offers made by Turn or others on the Sites, any city, county, state or federal labor and employment law, trade secrets, unfair competition, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, and claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act, and state statutes addressing the same or similar subject matters. All disputes concerning the arbitrability of a Claim (i.e., disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by an arbitrator, except as expressly provided below.
YOU UNDERSTAND BY AGREEING TO ARBITRATION THAT THE PARTIES ARE WAIVING THEIR RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY PROVIDED BELOW. The Arbitration Agreement requires arbitration of every dispute that can lawfully be arbitrated, except for those claims and disputes, which by the terms of the Arbitration Agreement, are expressly excluded from the requirement to arbitrate.
b) Prohibition of Class Actions and Non-Individualized Relief
YOU UNDERSTAND AND AGREE THAT THE PARTIES MAY BRING CLAIMS IN ARBITRATION 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 terms of this Agreement, 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.
c) 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.
e) Arbitration Fees and Awards
The payment of filing and arbitration fees will be governed by the relevant AAA rules subject to the following modifications:
i. 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)).
ii. We will pay all AAA filing and arbitration fees if we commence arbitration under the Arbitration Agreement.
iii. 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.
iv. The arbitrator may, if authorized by applicable law, award you reasonable fees and costs if you prevail at the end of any arbitration.
f) 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.
g) 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.
Notwithstanding the terms of this Agreement, you may reject any change to the Arbitration Agreement after the date you first agreed to the Arbitration Agreement (or to any subsequent changes to it) by providing Turn written notice of your rejection within 30 days after we notify you about the change to the Arbitration Agreement. This written notice must be provided either (a) by mail or hand delivery to Turn Technologies, Inc. at Attn: Legal Dispute, 20 West Kinzie Street, 17th Floor, Chicago, IL 60654, or (b) by email from the address associated with your account to firstname.lastname@example.org. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to the Arbitration Agreement. By rejecting changes, you agree that you will arbitrate any dispute between the Parties under the terms of the Arbitration Agreement as of the date you first agreed to the Arbitration Agreement (or to any subsequent changes to it).
i) Severability and Survival
Subject to the Severability and Waiver section of this Agreement, if any terms of the Arbitration Agreement are deemed illegal or unenforceable, those terms shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect. If any Claims must proceed on a class, collective, consolidated, or representative basis because terms of the Arbitration Agreement are found to be illegal or unenforceable, the Claims must be litigated in a court of competent jurisdiction and not in arbitration, and the Parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
j) 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.
k) 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 email@example.com, 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.
a) Governing Law
Except as provided in the Arbitration Agreement, this Agreement 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.
Turn may provide notice to you (a) on the Sites; (b) via email to the address in your account; (c) telephone or text message to any phone number provided with your account; (d) by push notification through our mobile application; or (e) via written communication sent by First-Class Mail or pre-paid mail to any address provided with your account. This notice is deemed given at the expiration of 48 hours after postage mailing, posting or push notification, or 12 hours after sending by email, telephone, or text message. Any notice to us must be sent by certified mail, postage prepaid and return receipt requested, to Turn at 20 West Kinzie Street, 17th Floor, Chicago, IL 60654, and the notice is deemed given once we receive it.
You may not assign this Agreement without our written consent. Turn may only assign this Agreement without your consent to (a) a subsidiary or affiliate; (b) an acquirer of Turn’s equity, business or assets; or (c) a successor by merger. Any purported assignment in violation of this Agreement shall be void ab initio.
d) Severability and Waiver
If any terms of this Agreement are held to be invalid or unenforceable, those terms shall be stricken, and the remaining terms of this Agreement shall be enforced to the fullest extent under the law. Turn's failure to enforce any right or terms under this Agreement shall not constitute a waiver of that right or the terms unless Turn acknowledges and agrees (in writing) to the waive them. This section shall not affect the Severability and Survival section of the Arbitration Agreement.
e) Violations of the Agreement
Turn has the right to seek all remedies available at law and in equity for violations of this Agreement, including without limitation, the right to block access to the Sites or our Services from a particular account, device or IP address.
f) Claims of Copyright Infringement
Claims of copyright infringement should be sent to Turn via 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.
h) General Provision
The headings in this Agreement are for reference only and in no way define, limit, construe or describe the scope of the various sections. This Agreement sets forth the entire understanding and agreement between you and Turn on the subject matter in this Agreement and supersedes all previous understandings and agreements between you and Turn, whether oral or written.