Terms of Service

Last Updated: February 8, 2022

If you have a separate written agreement with Turn, these Terms of Service will not apply to you.

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND TURN. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR OUR Privacy Policy (WHICH IS INCORPORATED HEREIN BY THISREFERENCE), YOU SHOULD NOT ACCEPT THESE TERMS, CREATE AN ACCOUNT, OR USE THE SERVICES (AS DEFINED BELOW).

IMPORTANT NOTES:

A. THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, please see Section 10.

B. IN ADDITION, DISPUTES RELATED TO THESE TERMS OR THE SERVICES GENERALLY MUST BE RESOLVED BY A DISPUTE RESOLUTION PROCESS WHICH MAY LEAD TO BINDING ARBITRATION. For more details, please see Section 13.

In these Terms of Service (referred to as these “Terms”), the terms “you”, “your”, or “Customer” refer to you. If you are creating an account to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to us that you have the authority to bind that organization to these Terms (and, in which case, the terms “you”, “your”, or “Customer” refer to that organization). The exception to this is if that organization has a separate written agreement with us covering the use of the Services, in which case that agreement will govern such use. The terms “we”, “us,” “our” or “Turn” refer to Turn Technologies, Inc. Turn or Customer may also be referred to individually as “Party” and together as “Parties” in these Terms. To be epgible to create an account to use the Services, you must review and accept these Terms.

When we refer to the “Services” in these Terms, we mean all content, worker screening, worker sourcing, and any other products and services provided by Turn or our Subcontractors available at turn.ai via apppcation programing interfaces and any other platforms (“Sites”), owned or operated by Turn.

As part of the Services, Turn provides, among other products and services, the following “Enterprise Services”:

a) a platform for emerging and established companies across multiple industries to procure Consumer Reports (as defined in the 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.)) for independent contractors, agents, volunteers, or other contingent workers (“Workers”); and

b) a worker sourcing platform for emerging and established companies across multiple industries to access a network of Workers to provide services. Workers have access to the Sites to receive and review invitations to provide services to such companies and to determine their interest in and availability to respond to such requests.

When we refer to an “Affipate” in these Terms, we mean any entity that directly or indirectly controls or is controlled by, or is under common control with, the Party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

1. Changes to These Terms

We may update these Terms from time to time. We will provide you with prior written notice of any material updates at least thirty (30) days before the effective date; provided, however, we may not be able to provide at least thirty (30) days prior written notice of material updates to these Terms that result from changes in laws, regulations, or requirements from telecommunications providers. The updated version of these Terms will be available at https://turn.ai/terms-of-service

Notices for material updates to these Terms will be given in accordance with Section 15.4 (Notices). Except as otherwise specified by us, updates will be effective and binding upon the date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions.

Following such notice, your continued use of the Services on or after the date the updated version of these Terms is effective and binding constitutes your acceptance of such updated Terms. If you do not agree to the updated version of these Terms, you must stop using the Services immediately.

We may also post or pnk additional terms, policies, rules or guidelines applicable to the 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 the Services is subject to any Additional Terms, and those terms are incorporated into these by reference.

2. Account Creation and Information

2.1. To use the Services, you may be asked to create an account. As part of the account creation process, you may be asked to provide certain personal information, such as your name, email address, and mobile number and to create a password. When creating an account, you must provide true, accurate, current, and complete information as requested during the account creation process. You must keep that information true, accurate, current, and complete after you create each account. If you breach these Terms, including, without limitation, your payment obligations in Section 5 (Fees and Payment Terms), you are strictly prohibited from creating new accounts until you remedy such breach in full.

2.2. 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 (i) 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 (ii) 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 (i) and (ii) or for any acts or omissions by you or someone else using your account.

3. Provision of the Services

3.1. Our Responsibilities. We will (a) make the Services available to you in accordance with these Terms, including any usage guides and policies for the Services contained in such documentation (“Documentation”), and any applicable ordering document between the parties that specifies mutually agreed upon rates for certain Services and other commercial terms (“Order Form”); (b) comply with our Service Level Agreement for the Services (“SLA”), which may be updated from time to time; (c) provide the Services in accordance with laws applicable to our provision of the Services to our customers generally (i.e., without regard for your particular use of the Services), subject to your use of the Services in accordance with these Terms, any Additional Terms, the applicable Documentation, and any applicable Order Form(s); (d) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; and (e) if applicable, use trained, qualified personnel to provide the Services.

3.2. Beta Offerings. From time to time, we may make Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by us (collectively, “Beta Offerings”) available to you. You may choose to use a Beta Offering in your sole discretion. We may discontinue a Beta Offering at any time, in our sole discretion, or decide not to make a Beta Offering generally available.

3.3. Suspension of Services. In addition to any other rights of Turn pursuant to these Terms, Turn may suspend or terminate your or a Customer User’s (as defined below) access to and/or use of the Services and/or any component thereof, without notice (a) in the event you or any Customer User is determined by Turn, in Turn’s sole discretion, to have or attempted to have damaged, harmed or misused the Services; (b) as necessary or appropriate to comply with any applicable law, court order, or other governmental request or order or otherwise protect Turn from potential legal liability or harm to its business, or (c) that information in your account is untrue, inaccurate, or incomplete. Turn will use commercially reasonable efforts to notify you of the reason(s) for such suspension or termination action as soon as reasonably practicable unless such action is due to subsection (a) hereof. In the event of a suspension (other than due to subsection (a) hereof), Turn will restore your access to the Services as soon as the event giving rise to the suspension has been resolved as determined in Turn’s discretion. You remain responsible for the Fees (as defined below).

Nothing contained in these Terms will be construed to pmit Turn’s actions or remedies or act as a waiver of Turn’s rights in any way with respect to any of the foregoing activities. Turn will not be responsible for any damages,liabilities or losses (including any loss of data or profits) incurred by you as a result of any termination or suspension of access to or use of the Services as set forth in these Terms.

3.4. Changes to the Services. The features and functions of the Services may change over time; provided, however, we will not materially decrease the overall functionality of the Services. It is your responsibility to ensure each Customer Application (as defined below) is compatible with the then-current Services. Although we try to avoid making changes to the Services that are not backwards-compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least thirty (30) days prior to implementation.

3.5. Third Party Links. The Services 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.

4. Your Responsibilities

4.1. Use of the Services. You will: (a) be solely responsible for all use of the Services and Documentation under your account, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms (“Customer Data”) and each software application or service that you make available to Customer Users that interfaces with the Services (each, a “Customer Application”); (b) use the Services only in accordance with these Terms, any Additional Terms, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (c) be solely responsible for all acts, omissions, and activities of anyone who accesses or otherwise uses any Customer Application (“Customer User”), including Customer Users’ compliance with these Terms, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; and (e) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers.

4.2. Restrictions. Except as otherwise expressly set forth herein, you must not do or attempt to do, or permit others to do or attempt to do, any of the following: (a) possess, download, copy or print the Services or any part of the Services, including any component which comprises the Services; (b) modify, port, adapt or create derivative works of the Services; (c) access, view, read, modify, reverse compile, reverse assemble, disassemble or print the Services’ source code or object code or other runtime objects or files related to the Services or otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Services; (d) rent, lease, distribute (or redistribute), provide or otherwise make available the Services, in any form, to any third party (including in any service bureau or similar environment); (e) create any “links” to or “frame” or “mirror” the Services or any portion thereof without the express written consent of Turn; (h) defeat, disable or circumvent any protection mechanism related to the Services; or (i) use the Services to provide services to a third party (whether on an outsourcing, service bureau, or other basis). In addition, you shall not violate or attempt to violate the security of Turn’s networks or servers, including (x) logging into a server or account which Customer is not authorized to access; (y) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (z) attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.

4.3. Authorization to Transfer Funds. Certain Services require your authorization to initiate the transfer of funds. These fund transfers may be ACH credit or debit. You agree to authorize Turn to initiate the transfer of funds. It is your responsibility to ensure that there are sufficient funds in your bank account for the fund transfer activity initiated by Turn. If there are not sufficient funds, Turn may choose to decline or cancel the request to transfer funds. Turn is not responsible for any associated fees assessed by your bank, including, but not limited to, overdraft fees.

5. Fees and Payment Terms

5.1. Fees. You agree to pay fees in accordance with the then-current applicable rates available at https://turn.ai/background-checks/checkout, unless otherwise set forth in the applicable Order Form(s). Additionally, we will charge you, and you will pay, in accordance with Section 5.3 (Payment Terms), any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunications provider as a result of your use of the Services.

5.2. Taxes and Communications Surcharges

5.2.1. Taxes. Fees are exclusive of any sales or use taxes, assessments or duties that may be assessed upon the Services provided under these Terms. You are responsible for directly paying any such taxes assessed against you, and you will promptly reimburse Turn for any such taxes payable or collectable by Turn. Such taxes do not include taxes based upon Turn’s income. Taxes include state and local sales or use taxes and are based upon the your address. Tax exemption certificates, if any, must be submitted at the time of order.

5.2.2. Communications Surcharges. All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges associated with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice, if applicable.

5.3. Payment Terms. Payment obligations are non-cancelable and fees, taxes, and Communications Surcharges (collectively, Fees) once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 5.4 (Payment Disputes), you will pay the Fees due under these Terms in accordance with the following applicable payment method:

5.3.1. Credit Card Payment Terms. If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring that such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, we reserve the right to suspend the Services to all of your accounts until the Fees due are paid in full.

5.3.2. Invoicing Payment Terms. If you elect to receive invoices and we approve you for the same, invoices will be sent to you each month via email to the email address(es) you designate in your account. You will pay the Fees due within thirty (30) days of the date of the invoice. The Fees are payable in United States dollars. If you fail to pay the Fees and remedy such failure within fifteen (15) days of the date we provide you with written notice of the same, we may (a) assess, and you will pay, a late fee of the lesser of 1.5% per month or the maximum amount allowable by applicable law and (b) suspend the Services to all of your accounts until the Fees are paid in full.

5.4. Payment Disputes. You will notify us in writing within sixty (60) days of the date we bill you for any Fees that you wish to dispute. You may withhold the disputed Fees until the dispute is resolved. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with us to resolve the dispute. We will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with us or we determine your dispute is not reasonable or brought in good faith.

6. Proprietary Rights

6.1. Reservation of Rights & Ownership of Developed Materials. Except as set forth herein, Turn and its Affiliates and any applicable licensors, retain all intellectual property and other proprietary rights, including all patent, copyright, trade secret, trade name, trademark, and other proprietary rights, related to the Services (including the Beta Services and Documentation) which are protected under United States intellectual property laws and international treaty provisions. Customer acknowledges and agrees that Turn and its Affiliates and any applicable licensor’s retention of contractual and intellectual property rights is an essential part of these Terms. Turn and its Affiliates and any licensor (as applicable) will own and Customer hereby assigns to Turn all rights in (i) any copy, translation, modification, adaptation or derivative work of the Services (including the Beta Services and Documentation), including any improvement or development thereof, whether provided as part of Services or the Documentation or otherwise, and whether or not developed by or for the Customer, and (ii) any suggestions, ideas, enhancement requests, feedback, or recommendations provided by or on behalf of Customer.

6.2. Proprietary Rights in Customer Data and Customer Applications. As between Turn and Customer, Customer Data and Customer Applications are and will be the property of Customer, and Customer retains all rights, title and interest in the same. Customer shall and hereby does grant Turn a nonexclusive, nontransferable right to possess, store, use, copy, distribute and process Customer Data solely for fulfilling Turn’s obligations and/or exercising Turn’s rights hereunder. This right may be sub-licensed to third parties assisting Turn in providing the Services or otherwise fulfilling Turn’s obligations hereunder. Customer represents, warrants and covenants to Turn that Turn’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. For avoidance of doubt, the Parties acknowledge and agree that unauthorized access to or loss of Customer Data shall not constitute a breach by Turn of its confidentiality obligations under these Terms.

6.3. Customer Usage Data. Notwithstanding anything to the contrary in these Terms, Turn may compile, extract or anonymize data from Customer Data in connection with its performance of the Services in aggregate statistical form in such a way that neither the individual(s) being screened nor Customer or Customer Users can reasonably be identified, and Turn will own all right, title and interest in such compiled, extracted or anonymized data.

7. Confidentiality

7.1. Confidential Information. From time to time, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) Confidential Information. “Confidential Information” means a Party’s information about its business affairs, products, services, confidential intellectual property, trade secrets, customers, employees, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, that is marked as “Confidential” or “Proprietary,” or that, under the circumstances taken as a whole, would be reasonably deemed to be confidential. Confidential Information shall not include information that, at the time of disclosure, as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of Section 7 (Confidentiality) by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives on a non-confidential basis prior to being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

7.2. Obligations of Confidentiality. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than reasonable efforts, to prevent disclosure to outside parties; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (iii) not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees and its subcontractors, who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms and who have agreed to obligations of confidentiality substantially similar to those in this Section 7 (Confidentiality). The Receiving Party shall be responsible for any breach of this Section 7 (Confidentiality) caused by any of its employees and its subcontractors.

7.3. Required Disclosure. If a Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent it may legally do so, provide prompt notice to the Disclosing Party of such receipt, and provide reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall thereafter be entitled to comply with such subpoena or other process to that extent required by law.

7.4. Privacy Policy. We care about data privacy and security. Please review our Privacy Policy. You agree that all information you provide to us, whether as part of your registration or through the Services or otherwise, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

7.5. Remedies. Each Party acknowledges and agrees that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 7 (Confidentiality) by the Receiving Party. Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder) and subject to these Terms, the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.

8. Representations, Warranties, and Covenants

8.1 Turn Representations, Warranties and Covenants. Turn represents, warrants, and covenants that it will provide the Services to you consistent with generally accepted and reasonable industry standards in obtaining information from third parties and will further comply with its responsibilities under the FCRA and other applicable laws. You expressly acknowledge and agree that you are responsible for determining if your use of the Services, reports and data offered by and through Turn is compliant with your responsibilities under applicable laws, and Turn is making no representation that your use of the Services are in compliance with applicable laws. You acknowledge that the information compiled in the Consumer Report (as defined in the FCRA) may have been derived from third parties, including third party databases, records, individual references, educational institutions and/or governmental agencies and records, and the information maintained by those third parties may not be under the control of Turn and is being provided “AS-IS”. As such, Turn is not a guarantor of such information.

8.2. Customer Representations, Warranties and Covenants. You represent, warrant, and covenant that you have or will consult with its own legal or other counsel regarding all obligations under the FCRA or other applicable laws, including (1) required notices and forms and to ensure that you are complying with any and all applicable laws, (2) overall screening program compliance; and (3) the use of background screening information, including the legality of using or relying on reported information. You agree that you are solely responsible for having adequate and legally compliant documents under applicable laws.

8.3. Customer FCRA Representations and Warranties. You represent, warrant and covenant that you will comply with the FCRA requirements detailed here.

8.4. Anti-Corruption and International Trade Laws. Each Party (a) warrants that it will conduct business in accordance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify us in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by us. Each Party represents that it (and, in your case, also Customer Users) is not on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will (a) immediately discontinue your use of the Services if you are placed on any Sanctions List and (b) remove an Customer User’s access to the Services if such Customer User becomes placed on any Sanctions List. You represent that you have not and warrant that you will not export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in these Terms, either Party may terminate these Terms immediately upon written notice to the other Party if the other Party is in breach of its obligations in this Section 8.4.

8.5. DISCLAIMER. EXCEPT AS SPECIFIED IN THESE TERMS, THE SERVICES ARE PROVIDED“AS IS” AND “AS AVAILABLE,” AND TURN MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THESE TERMS AND THE SERVICES, AND TURN HEREBY EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE ACCURACY, VALIDITY, COMPLETENESS, OR BREADTH ANY DEPTH OF ANY INFORMATION OR CONSUMER REPORTS, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND WE WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY BETA OFFERING WHATSOEVER.

8.6. Internet Connectivity; Disclaimer. Turn (either itself or through a third party) will make the Services available for access via the Internet. You will provide, at your own expense, all necessary hardware, applications and Internet connectivity necessary to access the Services. You agree that Turn is not in any way responsible for any interference with your use of or access to the Services arising from or attributable to your ability to access the Internet and you waive any and all claims against Turn in connection therewith (including with respect to any changes to, interception of, or loss of Customer Data while in transit via the Internet).

9. Indemnification

9.1. Indemnification by Turn. Turn will indemnify, defend and hold harmless (collectively, “indemnification” or “indemnify”) Customer, its Affiliates, and their respective officers, directors, employees and agents (“Customer Indemnified Parties”) from and against any and all demands, judgments, awards, losses, damages, costs, penalties, expenses, actions, claims and liabilities (collectively, “Damages”) of, or awarded to, or settled with (in accordance with Section 9.3), third parties in third-party claims or actions or investigations or proceeding arising out of any claim the Services infringe or misappropriate any intellectual property right of a third party (“Infringement Claim”). Notwithstanding the foregoing, Turn’s obligations under this Section 9.1 shall not apply if the alleged Infringement Claim is caused by (i) a modification (made by Customer or on behalf of Customer by Customer’s personnel or an authorized agent or subcontractor of Customer) of any of the Services except as expressly permitted by these Terms; (ii) a use by Customer of the Services outside of the scope of the licenses granted hereunder or in violation of any terms of the Documentation; or (iii) the use of the Services in combination with any data or a product or service not provided or specified by Turn or contemplated by these Terms. If the provision of the Services has become, or in our opinion is likely to become, the subject of an Infringement Claim, Turn may at its option and expense: (a) procure the right to continue providing the Services as set forth in these Terms; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms, or, if applicable, terminate the Services that are the subject of any Infringement Claim, and refund you any unused pre-paid fees.

9.2. Indemnification by Customer. Customer will indemnify Turn, its Affiliates, and their respective officers, directors, employees and agents (“Turn Indemnified Parties”) from and against any and all Damages of, or awarded to, or settled with (in accordance with Section 9.3 (Indemnification Procedures)), third parties in third-party claims or actions or investigations or proceeding arising out of any of the following: (i) Customer’s violation of any applicable laws; (ii) the scope and comprehensiveness of the Consumer Reports being requested; (iii) Customer’s use of the Services; (iv) a Customer Application, including, without limitation, any claims that a Customer Application, or Customer’s or any Customer Users' use of a Customer Application, infringes or misappropriates violates a third party’s intellectual property rights, and (v) Customer’s breach of any of its representations, warranties or certifications made in these Terms.

9.3. Indemnification Procedures. If a Party (the “Indemnified Party”) makes a claim for indemnifications under this Section 9, the Indemnified Party shall give written notice to the other Party (the “Indemnifying Party”) promptly and in no event later than thirty (30) days after learning of a third party claim that is subject to indemnification pursuant to this Section 9 (“Indemnified Claim”); provided that failure by the Indemnified Party to give notice of an Indemnified Claim within thirty (30) days of receiving a writing reflecting such Indemnified Claim shall not relieve the Indemnifying Party of its indemnification obligations hereunder except, and solely to the extent, that the Indemnifying Party is actually prejudiced as a result of such failure to give such notice on a timely basis. The Indemnifying Party shall have the right to assume the conduct and defense of the Indemnified Claim with counsel of its choice. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim, at the Indemnifying Party’s cost. If the Indemnifying Party assumes the conduct and defense of the Indemnified Claim, the Indemnified Party may monitor such defense with counsel of its own choosing at its sole expense. Except as provided below, no settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the consent of the Indemnified Party. If the Indemnifying Party does not assume and conduct the defense of the Indemnified Claim as provided above: (i) the Indemnified Party may assume and conduct the defense of the Indemnified Claim at the Indemnifying Party’s expense; (ii) the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); and (iii) Turn will remain responsible to indemnify the Indemnified Party for Damages as provided in this Section 9.

10. Limitation of Liability

10.1. INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TURN OR ITS AFFILIATES SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF TURN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. LIABILITY CAP. EXCEPT AS SET FORTH IN THIS SECTION 10, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TURN’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE UNDER THESE TERMS BY CUSTOMER TO TURN DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR LIABILITY.

10.3. EXCEPTIONS. THE LIMITATIONS OF LIABILITY CONTAINED IN SECTION 10.2 ABOVE SHALL NOT APPLY TO DAMAGES RESULTING FROM TURN’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

THE PROVISIONS OF THIS SECTION 10 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION 10 IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS.

11. Use of Marks

You grant Turn the right to use your name, logo, and a description of your use case to refer to you on our website, earnings releases and calls, or marketing or promotional materials, subject to your standard trademark usage guidepnes that you expressly provide to us.

12. Term, Termination, and Survival

12.1. Term. These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 12.2 (Termination) (“Term”).

12.2. Termination.

12.2.1. For Convenience. Either Party may terminate these Terms and close all of your accounts for any reason upon thirty (30) days written notice to the other Party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, Customer may not terminate these Terms until such Order Form(s) has expired or been terminated in accordance with its terms.

12.2.2. Material Breach. Either Party may terminate for cause these Terms and all Order Forms or any Order Form, in whole or in part, by giving written notice to the non-terminating Party, as of a date specified in the notice of termination, if the non-terminating Party: (i) commits a material breach of these Terms or any Order Form that is not cured within thirty (30) days after receipt of written notice of the breach from the terminating Party; or (ii) commits a material breach of these Terms or any Order Form which is not capable of being cured within thirty (30) days. For the avoidance of doubt, this Section 12.2.2 shall not limit any other remedies that Parties may have under these Terms.

12.2.3. Termination for Insolvency. In the event that a Party suffers an Insolvency Event, then the other Party may terminate these Terms and all Order Forms as of a date specified in a termination notice. “Insolvency Event” means that (i) a Party files a petition under any insolvency statute; (ii) a petition is filed under any such insolvency statute (provided that such petition is not dismissed within thirty (30) days of filing) or such Party notifies the other Party that such a petition will be filed under an insolvency statute; (iii) a Party becomes or is declared insolvent, or is unable to pay its debts as they become due; (iv) a Party is the subject of any proceedings related to dissolution, liquidation, insolvency or the appointment of a receiver, trustee or similar officer for all or a substantial part of such Party’s assets; (v) a Party makes an assignment for the benefit of all or substantially all of its creditors; (vi) a Party enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations; or (vii) a Party or its shareholders or creditors take any other action looking to such Party’s dissolution or liquidation.

12.3. Survival. Any terms of these Terms that would, by their nature, survive the termination or expiration of these Terms shall so survive, including Section 5 (Fees and Payment), Section 6 (Proprietary Rights), Section 7 (Confidentiapty), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 12.3 (Survival); Section 13 (Governing Law and Arbitration); and Section 15 (General).

13. Governing Law and Arbitration

Any dispute, controversy or claim between the Parties arising out of or relating to these Terms or the negotiation, execution or performance of these Terms, whether in contract, tort or statute (a “Dispute”), shall be governed by and enforced in accordance with the laws of the State of Ilpnois, without giving effect to any laws, rules or provisions of Illinois that would cause the application of the laws, rules or provisions of any jurisdiction other than Illinois.

In the event of a Dispute, either Party may serve written notice (a “Dispute Notice”) on the other Party setting forth the nature of the Dispute and the repef sought, and the Parties shall attempt to resolve the Dispute by negotiation. If the Dispute has not been resolved within thirty (30) days of receipt of a Dispute Notice, either Party may serve on the other Party a request to resolve the Dispute by arbitration. All Disputes not resolved by the foregoing negotiation shall be finally settled by binding arbitration. Such arbitration shall be held in Chicago, Illinois in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) in effect on the date of the Dispute Notice, or if appropriate, the International Dispute Resolution Procedures (the “ICDR Procedures”) of the International Centre for Dispute Resolution (“ICDR”) in effect on the date of the Dispute Notice, by one or more arbitrators appointed per the following:

If the claim in the Dispute Notice does not exceed Five Hundred Thousand Dollars ($500,000.00), there shall be a single arbitrator appointed according to the Rules or ICDR Procedures. If the claim in the Dispute Notice exceeds Five Hundred Thousand Dollars ($500,000.00), the arbitration panel shall consist of three (3) members unless both Parties agree to use a single arbitrator. One of the arbitrators shall be nominated by Customer, one of the arbitrators shall be nominated by Turn and the third, who shall serve as chairman, shall be nominated by the two (2) party-arbitrators within thirty (30) days of the confirmation of the nomination of the second arbitrator. If either Party fails to timely nominate an arbitrator in accordance with the Rules or ICDR Procedures, or if the two (2) arbitrators nominated by the parties fail to timely agree upon a third arbitrator, then such arbitrator will be selected by the AAA or ICDR in accordance with the Rules or ICDR Procedures. The arbitral award shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction over any of the Parties or any of their assets. The Federal Arbitration Act governs the interpretation and enforcement of these Terms to arbitrate.

Notwithstanding the foregoing, each Party shall have the pmited right to commence an action in court for preliminary relief in aid of arbitration or for an injunction to maintain the status quo or prevent irreparable harm before the appointment of an arbitrator or arbitration panel (“Pre-Arbitration Proceeding”). Once appointed, however, the arbitrator or arbitration panel has full authority to direct the Parties to request that a court modify or vacate any preliminary relief and to impose sanctions for any Party’s failure or refusal to respect an order to that effect. Each Party submits to the exclusive jurisdiction of the federal or state courts of the State of Illinois to resolve any Pre-Arbitration Proceeding and shall not deny or contest such jurisdiction.

14. Force Majeure

No Party shall be pable or responsible to the other Party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. “Force Majeure Event” means acts beyond the affected Party’s reasonable control, including acts of God; flood, fire, earthquake or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of these Terms; action by any governmental authority; global health pandemic; and national or regional emergency.

15. General

15.1. Turn Equality Policy. Whether you’re a woman, a veteran, a person of color, a member of the LGBTQ+ community, a dog person, a cat person, none of the above, or all of the above, Turn welcomes you as you and celebrates our collective diversity. Turn works to serve the underserved, and we are built on the strength of our collective community. Stated more formally but no less meaningfully: Turn prohibits treating individuals who use the Services (to accept on-demand work and perform them) differently based on their race, color, religion, national origin, age, sex, marital status, ancestry, physical or mental disability, veteran status, sexual orientation, gender identity or any other protected status under all applicable laws, regulations, and ordinances. Prohibited mistreatment includes refusing to perform and refusing to allow an individual to perform a job based on any of the above characteristics as well as any other conduct that improperly takes into account any of these characteristics. Violation of this policy can lead to termination of access to the Services.

15.2. Subcontractors. Turn may subcontract its responsibilities under these Terms. Turn will remain solely responsible and liable for any acts and omissions of, and the work performed by Subcontractors to the same extent as if such acts or omissions were committed by Turn.

15.3. Assignment. You will not assign, delegate, or otherwise transfer these Terms or any applicable Order Form(s), in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms or any applicable Order Form(s) without our consent will be null and void. We may assign, delegate, or otherwise transfer these Terms or any applicable Order Form(s), in whole or in part, without your consent. Subject to this Section 15.3, these Terms and any applicable Order Form(s) will be binding on each Party and each Party’s successors and assigns.

15.4. Notices. Notices to us under these Terms will be provided via email to support@turning.io. Notices to you under these Terms will be provided via (a) email to the email address you designate in your account or (b) your account portal.

15.5. Independent Contractors. Nothing herein shall be construed to create a joint venture, fiduciary relationship or partnership between the Parties. Turn is an independent contractor pursuant to these Terms. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party. Neither Party shall be deemed a joint employer of the other’s employees.

15.6. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

15.7. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

15.8. Cumulative Remedies. All remedies provided for in these Terms are cumulative and in addition to any other rights and remedies available to either Party at Law, in equity or otherwise.

15.9. Entire Agreement. Except as provided in these Terms and any exhibits or attachments, applicable Order Form(s), or other terms incorporated by reference into these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and written. No oral or written information or advice given by us, our agents, or our employees will create a warranty or in any way increase the scope of the warranties or obligations under these Terms. Any term or condition stated in your vendor registration form or registration portal or in any purchase order document or similar document provided by you will be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon will be null and void and have no effect with regard to these Terms between the parties and be non-binding against us even if accepted or signed by us after the date you accept these Terms.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

FCRA Requirements

a. Definitions. Any capitalized term herein that is not defined in the Terms shall have the meaning given in the FCRA.

b. Legal Compliance. Customer shall comply with and will not violate any applicable federal, state, local and international laws and regulations applicable to Customer in connection with its procurement and use of the Consumer Reports furnished by Turn, including the FCRA, the Driver’s Privacy Protection Act (18USC § 2721 et seq., “DPPA”), the Gramm-Leach-Bliley Act, Title VII of the Civil Rights Act of 1964h, State and Federal EEOC compliance, the Americans with Disabilities Act (42 USC § 12101 et seq.), PIPEDA, the European General Data Protection Regulation (EU 2016/679, “GDPR”) or any local ordinances.

c. FCRA Certifications.

Permissible Purpose. Customer hereby certifies that it has a permissible purpose under the FCRA to obtain the Consumer Report and that the Consumer Report will only be used for the following permissible purpose and certifies it will not be used for any other purpose.

Customer’s permissible purpose is employment purposes, as defined in the FCRA, including evaluating a Consumer for employment, promotion, reassignment or retention as an employee.

Disclosure and Authorizations. Prior to Customer requesting a Consumer Report and/or Investigative Consumer Report for employment purposes, Customer certifies that for every Consumer Report:

a clear and conspicuous disclosure will be provided to the Consumer before the report may be obtained for employment purposes, in a document that consists solely of the disclosure, and such disclosure comports with all the requirements identified in the FCRA as well as any applicable state or local laws;

the Consumer has authorized in writing the procurement of the report by Turn; and

the information from the report will not be used in violation of any applicable federal or state equal employment opportunity law or regulation;

the report will not be ordered prior to the time allowed under any applicable federal, state or local restriction, commonly referred to as “ban-the-box” laws.

Pre-Adverse Action. Customer further certifies if it wants to deny the Consumer employment or otherwise take any adverse action, based in whole or in part on the information or products provided by Turn, Customer will comply with the FCRA and will:

Before taking any adverse action, provide the Consumer with (A) a pre-adverse action notice, which includes Turn’s information; (B) a copy of the Consumer Report; (C) description in writing, of the rights of the Consumer entitled: “A Summary of Your Rights Under the Fair Credit Reporting Act”; (D) any state, local or industry specific notices or requirements.

Before taking any final adverse action, Customer will give the Consumer reasonable time, after the copy of the report and FCRA Summary of Rights have been delivered, to dispute the accuracy and completeness of the information in the Consumer Report and will comply with all applicable laws.

Adverse Action. If Customer decides, after waiting the appropriate waiting period, to take adverse action with respect to the Consumer, Customer certifies it will send the Consumer notice of the adverse action taken, including the statutorily required notices identified in section 615 of the FCRA, including (1) the name, address, and phone number of Turn, (2) a statement that Turn did not make any decision to the adverse action and cannot give any specific reasons for it, (3) a notice that the Consumer has the right to dispute the accuracy or completeness of the information contained in the Consumer Report, and (4) to obtain a free copy of the Consumer Report from Turn within sixty (60) days.

Investigative Consumer Report. Customer further certifies that it will comply with FCRA §606 et seq. and will not request an Investigative Consumer Report as defined by the FCRA (report containing information on Consumer’s character, general reputation, personal characteristics, or mode of living through personal interviews), unless:

It is clearly and accurately disclosed to the Consumer that an Investigative Consumer Report including information as to his character, general reputation, personal characteristics and/or mode of living may be made, and such disclosure is made in writing and includes a statement informing the Consumer of his rights to request additional disclosures of the nature and scope of the investigation and a written summary of rights; and

In addition to the disclosure requirements identified above, if the Consumer makes a written request within a reasonable amount of time Customer will provide: (1) information about whether an Investigative Consumer Report has been requested; (2) if an Investigative Consumer Report has been requested, written disclosure of the nature and scope of the investigation requested; and (3) Turn’s contact information, including complete address and toll-free telephone number. This information will be provided to the Consumer no later than five (5) days after the request for such disclosure was received from the Consumer or such report was first requested, whichever is the latter.

Customer certifies that each and every time it places an order or requests a Consumer Report regardless of the ordering method, it is at the time of that order reaffirming its certifications contained in the foregoing sections (i)-(v).

d. State Certifications. If applicable, Customer agrees to the following:

California Requirements. Customer hereby certifies that it will comply with the Investigative Consumer Reporting Agencies Act (“ICRA”), California Civil Code Sections 1786 et seq., the Consumer Credit Reporting Agencies Act (“CCRAA”), and California Civil Code Sections 1785.1 et seq. if the Customer is located in the State of California, and/or the Customer’s request for and/or use of information products pertains to a California resident or worker.

Vermont Certification. If Customer is a user of Vermont Consumer Reports, Customer certifies that it will comply with the applicable provisions of Vermont law, including without limitation, Section 2480e of the Vermont Fair Credit Reporting Statute.

e. Acknowledgement. Customer certifies that it has received a copy of the Notice to Users of Consumer Reports (16 C.F.R. Part 601, Appendix C), as provided in Exhibit B, and agrees to abide by the requirements therein (either directly or through Customer third party vendors), or the most current version issued by the Consumer Financial Protection Bureau (“CFPB”). Customer further certifies it has received a copy of the Summary of Consumer’s Rights under the FCRA (16 C.F.R. Part 601, Appendix A), as provided in Exhibit C, and Customer agrees to provide a copy, or the most current version issued by the CFPB, to the Consumer when required under applicable law.

f. General Obligations for the use and Security of Consumer Reports.

Customer agrees that data obtained from Public Records and contained in a Consumer Report may not be used to threaten, intimidate, harass, or injure any individual, including sex offender registrants or family members.

Customer agrees not to resell, sub-license, deliver, display or otherwise distribute any of the information products as described in the Description of Service or as otherwise addressed herein, whether alone, in conjunction with Customer own data, or otherwise, except as required by law or as consented to by the Consumer.

Customer agrees that it shall use the Consumer Reports for a one-time use, shall hold the report in strict confidence, and will not disclose it to any third parties that are not involved in the employment decision, except if required by law or other legal responsibility; however, Customer may share the Consumer Report or portions thereof with a third party for legal, contractual or audit requirement provided Customer has disclosed to Consumer that the report may be shared and the Consumer has authorized Customer to do so. Customer must obtain a certification from the third party that the third party will comply with applicable laws and any data, storage or confidentiality provisions contained herein prior to disclosing the Consumer Report.

Customer agrees to maintain copies of any written authorizations obtained by Customer for at least five (5) years.

Customer understands that anyone who knowingly and willfully obtains information on a Consumer from a Consumer Reporting Agency under false pretenses shall be fined under Title 18, United States Code, imprisoned for not more than two (2) years, or both.

g. Specific Product Requirements.

Requirements for Motor Vehicle Reports (MVRs) and Driving Record. If applicable, Customer hereby certifies that Motor Vehicle Reports and/or Driving Records (“MVRs”) shall only be ordered in strict compliance with the Driver Privacy Protection Act (“DPPA”, at 18 U.S.C. § 2721 et seq.) and any related state laws. Customer further certifies that no MVRs shall be ordered without first obtaining the written consent of the Consumer to obtain MVRs.

Requirements for Statewide/National Criminal Repository. In accordance with federal and state laws, Customer agrees that if Customer seeks to use a statewide criminal repository or national criminal search, and that report contains any adverse information, Customer agrees to permit Turn to conduct a county level search to obtain the most up to date information. The information contained in statewide and national criminal repositories may not be complete, up-to-date, or accurate. Turn does not guarantee, warrant or assume any responsibility for the completeness, accuracy, or validity of the information contained in the statewide or national criminal repository.

International Records and Searches. Customer understands that searches may be conducted through the services of a third-party international researcher, and by ordering such component, Customer is hereby consenting to the use of the international researcher. Turn cannot be the insurer or guarantor of the accuracy of the information reported. Customer therefore releases Turn and its affiliated companies, officers, agents, and employees from any liability in connection with erroneous information received a result of any Non-US search, except to the extent it was directly caused by the gross negligence or willful misconduct of Turn.

DBS/DS/ANI. Where Customer requests Turn to supply Information which Turn sources from the UK’s Disclosure & Barring Service (“DBS”), Disclosure Scotland (“DS”) and/or AccessNI (“ANI”), Customer undertakes that, to the extent required of Customer under applicable laws, it will: (i) observe and fully comply with the DBS / DS / ANI Code of Practice; (ii) only request the standard, enhanced or PVG checks for roles that meet the appropriate legislation; (iii) make all Consumers aware of the DBS / DS / ANI Code of Practice at the start of the recruitment process and make a copy available to any Consumer on request; (iv) have a satisfactory written policy on the recruitment of ex-offenders and issue a copy of that policy to all Consumers at the start of the recruitment process; (v) include a statement on its application forms or accompanying documentation that DBS / DS / ANI information on the Consumer will be requested in the event of the Consumer being offered a position; (vi) include a statement on its application forms or accompanying documentation that a criminal record will not necessarily be a bar to obtaining a position; (vii) have a written policy on the secure storage, handling, retention and disposal of information which Accurate sources from the DBS / DS / ANI; (viii) ensure that identity validation of Consumers is undertaken in accordance with DBS / DS / ANI guidelines; (ix) confirm that Turn or its data suppliers play no part in the recruitment decision; (x) assist Turn with any audit by DBS and/or will otherwise ensure that the Customer is complying fully with the DBS / DS / ANI Code of Practice.

Data Sources. Notwithstanding anything contrary in these Terms, the data sources which make up the Services have been created and are maintained by others, including various data suppliers, the department of motor vehicles, employers, educational institutions, individual references or state and federal courts and other agencies which are not under the control of Turn. Therefore, Turn cannot guarantee that the information provided from these sources is absolutely accurate or current. Responsibility for the accuracy and the currency of the data rests solely with the various state agencies, data suppliers and other contributors who create and maintain said data sources.

h. Privacy. The Parties agree to the following:

Customer agrees, to the extent that Customer receives personal data from Turn which Turn has transferred, transfers, or causes or caused to be transferred to the United States from a third country with enhanced data protection laws, Customer, in addition to complying with applicable law, shall: (1) use such personal data for the permissible purpose to which is has certified and in accordance with the terms of the notice provided to, and the consent obtained from, the individual to whom the personal data pertains; (2) take reasonable and appropriate measures to protect such personal data from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into due account the risks involved in the use of the data and the nature of the personal data; (3) use such personal data only in ways that are compatible with the purposes for which it has been collected or subsequently authorized by the individual; (4) provide individuals with access to such personal data and afford them the opportunity to correct, amend, or delete such personal data, except where the burden or expense of providing access would be disproportionate to the risks to the individual’s privacy in the case in question, or where the rights of persons other than the individual would be violated; and (5) notify Turn if Customer subsequently determines that it can no longer meet the aforementioned obligations and, in such case, shall either cease using the personal data or take other reasonable and appropriate steps to remediate the situation which prompted Customer to provide such notice to Turn.

To the extent that Turn, acting as a processor/agent for Customer, receives personal data from Customer that Customer has transferred, transfers or causes to be transferred from a third country with enhanced data protection laws for Turn to process under these Terms, Turn shall (1) process such personal data only for the limited and specified purpose of carrying out its obligations under these Terms as instructed by Customer and otherwise as required by applicable law, (2) take reasonable and appropriate measures to protect such personal data from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into due account the risks involved in the use of the data and the nature of the personal data (3) cooperate with reasonable and appropriate steps by Customer to ensure that Turn is processing the data consistent with Customer’s instructions under the applicable data protection laws, and (4) will notify Customer if Turn subsequently determines it can no longer meet the obligations contained herein and will either cease processing the personal data or take other reasonable and appropriate steps to remediate the situation which prompted Turn to provide such notice to Customer.

Data Protection. If Customer places an order for personal data which must be transferred from a European Union member state, European Economic Area member state, Switzerland, or the United Kingdom, Customer confirms and agrees that Turn is a “Processor” with respect to the personal data collected and processed at its discretion as the data “Controller.” Customer further agrees to use reasonable and adequate technical and organizational security measures to safeguard the information.

Service Level Agreement

Turn shall provide the following service levels relating to the Services.

Availability Schedule. Except for those periods of time designated as scheduled maintenance, Turn will use commercially reasonable efforts to make the Services available at least ninety-eight and one-half percent (98.5%) of the time in any month.

Scheduled Maintenance Activities that Impact Service Availability. Regularly scheduled maintenance activities may cause a Services outage or adversely affect performance (such as slow response time). Turn will perform such activities only during the weekly maintenance window between [10:00 p.m. and 11:59 p.m. CST on [Mondays/Tuesdays/etc.], and the monthly maintenance window between [6 p.m. and 6 a.m. CST, on last Sunday of each month]. For unscheduled maintenance activities, Turn will notify Customer two (2) days prior to said maintenance whenever possible.

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