TURN TECHNOLOGIES, INC.
- (a) a platform for emerging and established companies across multiple industries who have contracted to use or test Turn’s Services (“Partners”) to procure Consumer Reports, as defined in Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and/or Investigative Consumer Reports as defined under the Investigative Consumer Reporting Agencies Act, California Civil Code Sections 1786 et seq. (“consumer report” or “reports”) for independent contractors, agents, volunteers, or other contingent workers (“Workers”, “Consumers”, or “you”) for employment purposes; and
- (b) a worker sourcing platform that allows its Partners to access a network of Workers to provide services (such platform, the “Worker Sourcing Platform”). Workers have access to the Sites to receive and review invitations to provide services to Partners and to determine their interest in and availability to respond to such requests.
1. Use of the Services and Sites
1.1. AgeYou may only use our Sites and Services if you can form a legally binding contract under applicable law. Our Services and Sites are unavailable to minors (people under the age of 18) or to those who have had an account with Turn temporarily or permanently deactivated. If you are under 13 years old, the Sites and Services are not directed to children under 13 years old, and you may not provide personal information to us or register on the Sites.
1.2. Creation of AccountYou must register for and maintain an active personal user account to use most aspects of our Services and Sites. Account registration may require you to submit certain personal information, such as your name, email addresses, and mobile number. In return for using our Services and Sites, you agree to (i) provide true, accurate, current and complete account information, and (ii) 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 Services or 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.
1.3. Account InformationYou 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.
1.4. Acceptance of TermsThese Terms apply to your use of the Services and the Sites, including but not limited to: applying for, updating, and managing your consumer report(s) and related documentation; obtaining status information regarding reports; Turn’s processes for generating reports and resolving potential inaccuracies; requesting a copy of your consumer file; and/or any disputes relating to your consumer report; and seeking work opportunities with Partners seeking to provide services. Your access to, review of, and/or use of the Sites and Services is conditioned on your acceptance of and compliance with these Terms.
1.5. RelationshipYou further acknowledge and agree that your work with Partners creates a direct business relationship between you and the Partner. Turn is not responsible or liable for the actions or inactions of a Partner or a patron of a Partner in relation to your engagement with the Partner facilitated by the Services, Sites or otherwise. You shall have the sole responsibility for any obligations or liabilities to the Partner, patrons of the Partner, or other third parties that arise from your provision of work. You acknowledge and agree that: (1) you are solely responsible for taking such precautions as may be reasonable and proper (including proper attire, and understanding the nature of the work) regarding any acts, omissions, or requirements of a Partner, a patron of a Partner, or other third party; and (2) Turn may release your contact and/or personal information to a Partner upon reasonable request. By accepting and using the Services and Sites, you acknowledge and agree that you are an independent contractor to the Partner. You agree that nothing in these Terms should be construed to create: (a) an employer-employee relationship or (b) a joint venture, franchisor-franchisee, partnership, or agency relationship; or (3) any other relationship other than that of an independent contractor between you and the Partner.
1.6. Authorization to Transfer FundsCertain 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.
2. Our Intellectual Property and License to You
2.1. Reservations of RightsExcept for your Information (as defined below), 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, Sites and everything on them, from text to photos to videos to graphics and software (collectively, the“content”) which are protected under United States intellectual property laws and international treaty provisions. Except as otherwise indicated on the Services or 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.turn.ai trade dress. Turn will enforce its intellectual property rights to the fullest extent of the law. You acknowledge and agree 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 you hereby assign to Turn all rights in (i) any copy, translation, modification, adaptation or derivative work of the content, including any improvement or development thereof, whether provided as part of content or otherwise, and (ii) any suggestions, ideas, enhancement requests, feedback, or recommendations provided by or on behalf of you.
2.2. License to Services and SitesWe grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Services and Sites for your personal use as expressly permitted by these Terms, all applicable intellectual property laws, and any Additional Terms (as defined below). Any other use of the Service or the Sites is strictly prohibited, and you may not copy, republish, upload, post, transmit, distribute or modify the Services or Sites 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 content 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 or the Services.
3. Prohibited Uses of the Sites or the ServicesYou may not do any of the following, or allow any third party to do any of the following: (a) copy, distribute, rent, lease, lend, sublicense or transfer the Services or the Sites, or make the Services or the Sites available to any third party, including Your affiliates, parents or subsidiaries, without Turn’s express prior written consent; (b) modify, decompile, reverse engineer, or disassemble the Services or the Sites or otherwise attempt to discover any underlying source code, ideas, algorithms, file formats or programming interfaces, or create derivative works based on the Services or the Sites; (c) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Services or the Sites; (d) use the Services or the Sites to develop a competitive product offering; (e) not use, or attempt to use, the Services or the Sites for improper, illegal, or unauthorized purposes; (f) use any automated devices, such as spiders, robots or data mining techniques to download, store or otherwise reproduce, store or distribute content or to manipulate the Services or the Sites; (g) access, tamper with, or use non-public areas of the Services or the Sites, Turn’s computer systems, or the technical delivery systems of Turn’s affiliates; (h) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (i) forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Services or the Sites to send altered, deceptive, or false source-identifying information; or (j) interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending virus, overloading, flooding, spamming, mail-bombing the Services or the Sites, or using the Services or the Sites in such a manner as to interfere with or create an undue burden on the Services or the Sites.
4. Your Information (“Information”)
4.2. License to InformationIN CONSIDERATION OF YOUR USE OF TURN’S SERVICES AND SITES YOU GRANT TURN A NON-EXCLUSIVE, WORLDWIDE, PERPETUAL, IRREVOCABLE, ROYALTY-FREE, TRANSFERABLE, SUB-LICENSABLE (THROUGH MULTIPLE TIERS) RIGHT AND LICENSE TO EXERCISE THE COPYRIGHT, PUBLICITY, AND DATABASE RIGHTS YOU HAVE IN YOUR INFORMATION, AND TO USE, COPY, PERFORM, DISPLAY AND DISTRIBUTE SUCH INFORMATION TO PREPARE DERIVATIVE WORKS, OR INCORPORATE INTO OTHER WORKS, OR INTO ANY MEDIA NOW KNOWN OR NOT CURRENTLY KNOWN.
4.3. Ownership of InformationTurn does not assert any ownership rights over your Information; rather, as between you and Turn, you retain full ownership of all of your Information and any intellectual property rights or other rights associated with your Information.
4.4. Background ChecksPartners may invite you to submit a background check application to Turn for the purpose of procuring a consumer report for employment purposes. By submitting a background check application with Turn, you agree to create a Worker profile in the Worker Sourcing Platform. You may direct Turn to connect with Partners on their behalf to be considered by Partners to provide services. Workers have access to the Sites to receive and review invitations to provide services to Partners and to determine their interest in and availability to respond to such requests. Partners may also invite you to be screened as a precondition to provide services. Only with your consent will your information be shared with Partners.
5. Independent ContractorsThe Worker Sourcing Platform provides an on-demand service that allows Partners to connect with Turn’s network of geographically distributed independent contractors. You understand and agree that: (i) you are not an employee of Turn; (ii) Turn is not required to provide you with workers’ compensation insurance or other similar insurance coverage; and (iii) Turn does not, in any way, supervise, direct, or control services contracted by and between you and our Partners. Nothing in these Terms is intended to create any employment contractual relationship by and between you and Turn. Partner is the sole contracting party. In no event shall Turn be interpreted to be acting as your agent and/or attorney in fact.
6. Turn Communications
6.1. Generally(a) Subject to Section 15.10(a), as consideration for using our Services and the Sites, you consent to receive communications from us, including via email, text, facsimile, voice and push notifications, to keep you informed about the Services and Sites. You expressly consent to receive text messages, faxes, telephone calls or prerecorded messages generated by automatic telephone dialing systems or other technologies. SMS text messages are for informational purposes only. While messages and notifications are intended to enhance your use of the Services and Sites, you may (1) disable push notifications on your device, and/or (2) reply “STOP” to remove yourself from our text message database. Depending on your current carrier plan, you may incur charges for these messages and notifications and agree to not hold Turn liable for any charges incurred. You acknowledge that any terms between you and any third-party provider create no obligation or responsibility on the part of Turn, and that Turn is not responsible for any failure of warranty by any such third party. Turn cannot control certain factors relating to message delivery. You acknowledge that, depending on your mobile carrier’s service, it may not be possible to transmit a text message to you successfully. We have no liability for transmission delays or message failures. (b) 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.
8. DISCLAIMER(a) THE SITES, SERVICES AND ALL OTHER CONTENT ON OUR SERVICES OR SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TURN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, 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, SITES OR ANY SERVICES REQUESTED THROUGH THE USE OF OUR SERVICES OR SITES, OR THAT OUR SERVICES OR SITES 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 OR SITES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) UNLESS OTHERWISE PROVIDED IN WRITING, THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. YOU AND OUR PARTNERS MAKE ANY DECISION TO ACCEPT OR OFFER CONTINGENT WORK. NO INDEPENDENT CONTRACTOR, EMPLOYER-EMPLOYEE, JOINT VENTURE, PARTNERSHIP, OR AGENCY RELATIONSHIP EXISTS BETWEEN AND AMONG YOU, TURN, OR OUR PARTNERS AS A RESULT OF THESE TERMS OR YOUR USE OF OUR SERVICES OR SITES.
9. LIMITATION OF LIABILITY
9.2. EXCLUSIVE REMEDYYOUR 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.
10. IndemnityYou agree to indemnify, defend 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 (i) your use of our Sites or as a result of your use of our Services; (ii) your breach or violation of any of the terms of These terms; (iii) Turn’s use of your Information; or (iv) your violation of the rights of any third party, including the rights of our Partners.
11. Third-Party Links
11.1. Third-Party WebsitesThe 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 the Third-Party 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.
11.2. SNS AccountsYou 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. By using the Services or the Sites, you agree to comply with any applicable terms, conditions or requirements promulgated by any SNS provider.
12. Modification of Terms
12.1. Changes to the TermsWe may change these Terms from time to time and without prior notice. Any such modification will be effective as soon as we post it, and we will always post the most current version of these Terms. We may notify you if we make a change that we, in our sole discretion, deem material; you agree, however, that you will review these Terms periodically for any change. By continuing to use our Services or Sites after we post updated Terms at www.turn.ai , you agree, except as provided in the arbitration agreement, to be bound by the updated Terms, and that, if you do not assent to the updated Terms, you will stop using our Services or Sites.
12.2. Additional TermsWe may also post or link additional terms, policies, rules or guidelines applicable to our Services, Sites, or certain features, such as end-user license agreements, or other agreements or rules applicable to particular features, promotions or content on the Services or the Sites (collectively, the “Additional Terms”). Your use of our Services and Sites is subject to any Additional Terms, and those terms are incorporated into these by reference.
13. Dispute ResolutionTurn encourages you to contact us at email@example.com if you have concerns or complaints about the Services, Sites or Turn. Generally, complaints can be satisfactorily resolved in this way. In the unlikely event that you are not able to resolve your concerns informally, you and Turn each agree to resolve all disputes through binding arbitration or a small claims court rather than lawsuits in courts of general jurisdiction, jury trials, or class actions. Arbitration is more informal than a lawsuit. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. Arbitrators can award the same damages and individual relief affecting individual parties that a court can award, including an award of attorneys’ fees if the law allows. In addition, under certain circumstances (as explained below), Turn will pay you more than the amount of the arbitrator’s award if the arbitrator awards you an amount that is greater than what Turn has offered you to settle the dispute.
14. Arbitration Agreement
14.1. Claims Subject to Arbitration(a) You and Turn agree to arbitrate all disputes and claims between us that arise out of, relate to, or are associated with the Services, the Sites or Turn. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to, all claims arising out of or relating to any aspect of our relationship, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that arose either before or during this or any prior agreement, or that may arise after termination of these Terms, including claims over marketing or communications by or on behalf of Turn or claims involving the security, transfer, or use of data about you. It also includes claims that currently are the subject of class action or purported class action litigation in which you are not a member of a certified class. References to “Turn”, “you”, and “us” include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future subsidiaries, affiliates, agents, employees, and all authorized or unauthorized users or beneficiaries of Services or Sites under this or prior agreements between us. (b) Notwithstanding the foregoing agreement, Turn agrees that it will not use arbitration to initiate debt collection against you except in response to claims you have made in arbitration. In addition, by agreeing to resolve disputes through arbitration, you and Turn each agree to unconditionally waive the right to a trial by jury or to participate in a class action, representative proceeding, or private attorney general action. Instead of arbitration, either party may bring an individual action seeking only individualized relief in a small claims court for disputes or claims that are within the scope of the small claims court’s authority, so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction. (If these limitations on removal or appeal of small claims court actions are unenforceable, the dispute instead shall be arbitrated.) In addition, you may bring any issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. (c) These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms.
14.2. Pre-Arbitration Notice of Dispute and Informal Settlement Conference.a) A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Turn should be sent to Turn electronically at firstname.lastname@example.org (“Notice Email Address”). The Notice must include, at minimum: (1) your name, mailing address, telephone number at which you can be reached, and e-mail address (if any); (2) any unique identifier Turn provided; (3) a description of the nature and basis of the claim or dispute; (4) an explanation of the specific relief sought; (5) your signature; and (6) if you have retained an attorney, your signed statement authorizing Turn to disclose your confidential account records to your attorney if necessary in resolving your claim. A Notice is not complete until all of the information required by (1)-(6) has been received by the other party (“Notice Completion Date”). (b) After the Notice Completion Date, either party may request a conference within 60 days to discuss informal resolution of the dispute (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a Turn representative must both personally participate in a good-faith effort to settle the dispute without the need to proceed with arbitration. Any counsel representing you or Turn also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and Turn agree in writing. (c) Any applicable statute of limitations will be tolled during the “Informal Resolution Period”, which is defined as the period between the Notice Completion Date and the later of (i) 60 days after the Notice Completion Date; or (ii) if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference.
14.3. Commencing ArbitrationAn arbitration may be commenced only if you and Turn do not reach an agreement to resolve the claim during the Informal Resolution Period. A court will have the power to enforce this Section 14.3, including the power to enjoin the filing or prosecution of arbitrations without first providing a fully complete Notice and participating in a timely requested Informal Settlement Conference. Unless prohibited by applicable law, the arbitration administrator shall not accept or administer any arbitration or assess any arbitration fees unless the claimant has complied with the Notice and Informal Settlement Conference requirements of Section 14.2.
14.4. Arbitration Procedure(a) The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by the terms of these Terms, and will be administered by the AAA. (If the AAA is not available or unwilling to administer arbitrations consistent with this arbitration agreement, another arbitration administrator shall be selected by the parties or, if the parties cannot agree on a provider, by the court.) The AAA Rules and fee information is available from the AAA online at http://www.adr.org. (b) The arbitrator shall be a lawyer with at least 10 years’ experience or a retired judge. The arbitrator is bound by the terms of this arbitration agreement. All issues are for the arbitrator to decide, except that a court must decide issues relating to whether claims can or must be arbitrated, as well as other issues that this arbitration agreement specifies that a court shall decide. The arbitrator may consider rulings in other arbitrations involving other claimants, but an arbitrator’s ruling will not be binding in proceedings involving different claimants. If your claim is for $25,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic, videoconference, or an in-person hearing as established by the AAA Rules. If your claim exceeds $25,000, the right to a hearing will be determined by the AAA Rules. Unless you and Turn agree otherwise, any in-person hearings will take place at a location that the AAA selects in the state of your primary residence. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as specified in Section 14.7 below, the arbitrator can award the same damages and relief that a court can award under applicable law.
14.5. Arbitration FeesIf Turn initiates arbitration, Turn will pay all AAA filing, administration, case-management, hearing, and arbitrator fees. If you wish to initiate arbitration, the AAA will govern the payment of these fees unless applicable law requires a different allocation of fees in order for this arbitration agreement to be enforceable. If you are unable to pay your share of the AAA fees, Turn will consider a request to pay them on your behalf, so long as you have fully complied with the requirements in Sections 14.2, 14.3, and 14.8 for any arbitration you initiated.
14.6. Alternative PaymentIf you fully complied with the requirements Sections 14.2, 14.3, and 14.8 and the arbitrator issues an award in your favor that is greater than the value of Turn’s last written settlement offer made before an arbitrator was selected (or awards you any relief if Turn did not make you a settlement offer), then Turn will pay you $2,500 in lieu of any smaller award (the “Alternative Payment”). The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of attorneys’ fees, expenses, and the Alternative Payment at any time during the proceeding and upon request from either party made within 14 days of the arbitrators’ ruling on the merits. In assessing whether you are entitled to the Alternative Payment, the arbitrator shall not consider amounts offered for or awarded in attorneys’ fees or costs.
14.7. Requirement of Individual ArbitrationYou and Turn agree to seek, and further agree that the arbitrator may award, only such relief, whether relief in the form of damages, an injunction, or other non-monetary relief as is necessary to resolve any individual injury that either you or Turn have suffered or may suffer. In particular, if either you or Turn seeks any nonmonetary relief, including injunctive or declaratory relief, the arbitrator may award relief on an individual basis only, and may not award relief that affects individuals or entities other than you or Turn. YOU AND TURN AGREE THAT WE EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. FURTHERMORE, UNLESS BOTH YOU AND TURN AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. If, after exhaustion of all appeals, any of these prohibitions on non-individualized relief; class, representative, and private attorney general claims; and consolidation is found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), then the parties agree that such claim or request for relief shall be decided by a court after all other claims and requests for relief are arbitrated.
14.8. Mass FilingsIf 25 or more claimants submit Notices raising similar claims and are represented by the same or coordinated counsel, all of the cases must be resolved in arbitration in stages using staged bellwether proceedings if they are not resolved prior to arbitration as set forth above in Section 14.2. The parties agree that the individual resolution of claims in arbitration might be delayed if the claims are pursued in connection with 25 or more similar claims. In the first stage, the parties shall each select up to 10 cases per side (20 cases total) to be filed in arbitration and resolved individually in accordance with this arbitration agreement, with each case assigned to a separate arbitrator. In the meantime, no other cases may be filed in arbitration, and the AAA or other arbitration administrator shall not accept, administer, nor demand payment for AAA fees or other fees for arbitrations commenced in violation of this Section. If the parties are unable to resolve the remaining cases after the conclusion of the first stage of bellwether proceedings, each side may select up to another 10 cases per side (20 cases total) to be filed in arbitration and resolved individually in accordance with this arbitration agreement, with each case assigned to a separate arbitrator. During this second stage, no other cases may be filed in arbitration, and the AAA or other arbitration administrator shall not accept, administer, nor demand payment for AAA fees or other fees for arbitrations commenced in violation of this Section. This process of staged bellwether proceedings shall continue until the parties are able to resolve all of the claims, either through settlement or arbitration. If these mass filing procedures apply to a claimant’s Notice, any statute of limitations applicable to the claims set forth in that Notice will be tolled from the time the first cases are selected for a bellwether proceeding until the claimant’s Notice is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this Section, and, if necessary, to enjoin the filing or prosecution of arbitrations or the assessment or collection of AAA fees or other fees.
14.9. Future Changes to Arbitration AgreementNotwithstanding any provision in these Terms to the contrary, you and Turn agree that if Turn makes any change to this arbitration provision during the period of time that you are receiving the Services or using the Sites (other than a change to the Notice Email Address), you may reject that change by providing Turn with written notice within 30 days of the change to the Notice Address and require Turn to adhere to the language in this arbitration agreement. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration agreement.
14.10. Opting Out of ArbitrationYou may reject this arbitration agreement by sending an opt-out notice to the Notice Email Address (“Opt-Out Notice”). To be valid, an Opt-Out Notice must include: (1) your name, mailing address, telephone number at which you can be reached, and e-mail address (if any); (2) any unique identifier Turn provided; (3) a statement that you are opting out of this arbitration agreement, and Turn must receive the Opt-Out Notice within 30 days after the first day you used the Services or the Sites. If your Opt-Out Notice meets these requirements, this arbitration agreement will not apply to you. Rejecting this arbitration agreement will not affect your or Turn’s rights or responsibilities under any other agreement. Nor will rejecting this arbitration agreement affect any prior arbitration agreement between you and Turn.
14.11. MiscellaneousExcept as specified in Section 14.7, if any provision of this arbitration agreement is determined to be unenforceable, that provision should be severed and the rest of this arbitration agreement shall be enforced. This arbitration agreement is the complete agreement between you and Turn regarding the arbitration of disputes. If you do not opt out under Section 14.10, this arbitration agreement supersedes any prior or contemporaneous oral or written understandings on the subject except for claims covered by a prior arbitration agreement that are part of pending litigation or arbitration. Finally, you or Turn may recover attorneys’ fees and other expenses from the other party if you or Turn file a lawsuit in court and the non-filing party must file a motion to compel or other papers to enforce this arbitration agreement.
15. General Terms
15.1. Governing lawThese Terms shall be governed by the laws of the State of Illinois, 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. This Section is only intended to specify the use of Illinois law to interpret these Terms and it does not create any other substantive right to non-Illinoisans to assert claims under Illinois law whether by statute, common law, or otherwise.
15.2. AssignmentYou will not assign, delegate, or otherwise transfer these Terms. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. We may assign, delegate, or otherwise transfer these Terms, in whole or in part, without your consent. Subject to this Section, these Terms will be binding on each Party and each Party’s successors and assigns.
15.3. SeverabilityIf 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.
15.4. WaiverNo 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.
15.5. Cumulative RemediesAll 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.
15.6. Changes to the Services and SitesWe reserve the right, at any time and in our sole discretion, to amend, modify, suspend, or terminate the Services and the Sites, and any part thereof without notice to you. Turn shall have no liability to you or any other person or entity for any modification, suspension, termination, or loss of information.
15.7. Term, Suspension and Termination(a) These Terms will remain in full force and effect while you use the Services or Sites. You may terminate your use of the Services or Sites at any time. (b) Turn may terminate, suspend or limit Your access to or use of the Services or Sites at any time if: (i) You violate these Terms; (ii) in the sole discretion of Turn, such action is necessary to prevent material errors or harm, or to limit Turn’s liability; or (iii) You attempt to access or use the Services or Sites in an unauthorized or unlawful manner. (c) Any provisions of these Terms that would, by their nature, survive the termination or expiration of these Terms shall so survive.
15.8. HeadingsThe headings of the sections contained in these Terms are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of the Terms.
15.9. Entire AgreementExcept as provided in these Terms 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.
15.11. Turn Equality PolicyWhether 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 or Sites (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. Any Worker who believes they have been mistreated in violation of this policy should report their concerns to Turn at email@example.com. Violation of this policy can lead to termination of access to the Services and/or the Sites.
15.12. Force MajeureNeither you nor Turn shall be liable or responsible to the other, 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.
16. Additional TermsTo the extent you provide services to Partners in the following states, you also agree to the terms set forth in the following states:
16.1. ArizonaTo avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Arizona. You acknowledge and agree that you are a “qualified marketplace contractor” and that Turn is a “qualified marketplace platform”, as defined in Arizona Revised Statutes Title 23. Labor § 23-1603 (Qualified marketplace contractors) (“§23-1603”). By utilizing the Sites or the Services, you certify that you have acknowledged and understand that §23-1603 states the following and that you have acknowledged and agree to all points: You shall be treated as an independent contractor for all purposes under state and local laws, regulations and ordinances, including employment security laws prescribed in chapter 4 of Arizona Revised Statutes Title 23 and workers’ compensation laws prescribed in chapter 6 of Arizona Revised Statutes Title 23, and that all of the following apply: All or substantially all of the payment for the services performed by you is related to the performance of services or other output. The services performed by you are governed by a written contract executed between you and Partner. The written contract referenced in the above paragraph provides for and you specifically acknowledge and agree to all of the following: That you are providing services as an independent contractor and not as an employee. That all or substantially all of the payment paid to you shall be based on the performance of services or other output. That you are allowed to work any hours or schedules you choose. If you elect to work specified hours or schedules, a contract may require you to perform work during the selected hours or schedules. That Turn does not restrict your ability to perform services for other parties. That you bear all or substantially all of your own expenses that are incurred by you in performing the services. That you are responsible for the taxes on your own income. That the contract and the association created by the contract may be terminated without cause by either party to the contract at any time on reasonable notice given to the other party.
16.2. FloridaTo avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Florida. You acknowledge and agree that you are a “marketplace contractor” and that Turn is a “marketplace platform”, as defined in Florida Title XXXI. Labor Chapter §451 (Marketplace Contractors). By utilizing the Sites or the Services, you certify that you have acknowledged and agree to all the following points: You have entered into an agreement with Turn to use its technology application to connect with third-party individuals or entities seeking temporary services. In return for compensation, you offer or provide temporary services to third- party individuals or entities through Turn’s technology application. Turn offers an online-enabled technology application service, website, or system that enables you to provide services to third-party individuals or entities seeking such temporary services. Turn accepts service requests from the public only through its online-enabled technology application service, website, or system. Turn treats you as an independent contractor, and not as an employee of Turn for all purposes under state (Florida) and local laws, regulations, and ordinances. Turn does not unilaterally prescribe specific hours during which you must be available to accept service requests submitted through the platform from third-party individuals or entities. Turn does not prohibit you from using the technology application offered by other marketplace platforms. Turn does not restrict you from engaging in any other occupation or business. Turn and you agree that you are an independent contractor with respect to Turn. You bear all or substantially all of your expenses incurred by you in performing the services. You are responsible for paying taxes on your income.
16.3. IndianaIn order to avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Indiana. You acknowledge and agree that you are a “marketplace contractor” and that Turn is a“marketplace platform”, as defined in Indiana Title 22 Labor and Safety §22-1-6 (Marketplace Contractors). By utilizing the Sites or the Services, you certify that you have acknowledged and agree to all of the following points: That you have entered into a written agreement with Turn to provide services to third party individuals or entities seeking those services. That all or substantially all of the payment for the services performed by you is related to the performance of services or other output. You are providing services as an independent contractor and not as an employee of Turn. You may work any hours or schedules you choose. However, if you do elect to work specified hours or schedules, you may be required to work during the specified hours or schedules that you elected to work. You may perform services for other parties without restriction. You bear responsibility for all or substantially all of the expenses that you pay or incur in performing the services, without the right to obtain reimbursement from Turn for the expenses. That Turn: operates an Internet web site or smartphone application that facilitates the provision of services by you to individuals or entities seeking the services; accepts service requests from the public only through its internet web site or smartphone application and does not accept service requests by telephone, facsimile, or in person at any retail location; and does not perform services at or from a physical location in Indiana.
16.4. IowaTo avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Iowa. You acknowledge and agree that you are a “marketplace contractor” and that Turn is a “marketplace platform”, in accordance with Iowa Title III Public Services and Regulation §93.2 (Marketplace contractors as independent contractors-retroactivity) and for all purposes under Iowa state or local law. You agree: you are engaged as an independent contractor and not an employee of Turn. Turn does not unilaterally prescribe specific hours during which you must be available to accept service requests submitted through Turn’s digital network. Turn does not prohibit you from engaging in outside employment or performing services through other marketplace platforms. You bear your own expenses incurred in performing services. When providing services that require an Iowa license, you shall be responsible for obtaining the Iowa license and making such license available to the individuals or entities for whom you are providing services.
16.5. KentuckyTo avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Kentucky. You acknowledge and agree that you are a “marketplace contractor” and that Turn is a “marketplace platform”, as defined in Kentucky Revised Statutes KRS 336.137. By utilizing the Sites or the Services, you certify that you acknowledge, and agree to all of the following: You have entered into an agreement with Turn to use its digital network or mobile application to receive connections to third-party individuals or entities seeking services; and Turn offers a digital network or mobile application that connects you and other marketplace contractors to third-party individuals or entities seeking the type of services offered by a marketplace contractor; Turn accepts service requests from the public exclusively through its digital network or mobile application and does not accept service requests by telephone, facsimile, or in person at a physical retail location; You do not perform the services you offer at or from a physical business location that is operated by Turn in the state of Kentucky; You agree that you are an independent contractor with respect to Turn; Turn does not unilaterally prescribe specific hours during which you must be available to accept service requests from third-party individuals or entities submitted solely through the online-enabled application, software, Web site, or system of Turn; Turn does not prohibit you from using any online-enabled application, software, Web site, or system offered by another marketplace platform; Turn does not restrict you from engaging in another occupation or business; You bear all or substantially all of the expenses incurred by you in performing the services; and Turn does not supply instrumentalities or tools for the person doing the work.
16.6. TennesseeTo avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Tennessee. You acknowledge and agree that you are a “marketplace contractor” and that Turn is a“marketplace platform”, in accordance with T.C.A.50-8-102. By utilizing the Sites or the Services, you certify that you acknowledge, and agree to all of the following: You are an individual, corporation, partnership, sole proprietorship, or other business entity that: have agreed with Turn to use Turn’s online-enabled application, software, website, or system to receive connections to third-party individuals or entities seeking services in this state; and in return for compensation from the third-party or Turn, you offer or provide services to the third-party individuals or entities upon being given an assignment or connection through the marketplace platform’s online- enabled application, software, website, or system; and Turn: offers an online-enabled application, software, website, or system that enables the provision of services by you and other marketplace contractors to third-party individuals or entities seeking services; and neither directly nor through any related party derives any benefit from work performed by marketplace contractors other than a subscription or use fee for placing marketplace contractors in assignments or otherwise providing connections. You are an independent contractor with respect to Turn; Turn does not unilaterally prescribe specific hours during which you must be available to accept service requests from third- party individuals or entities. Turn does not prohibit you from using any online-enabled application, software, website, or system offered by other marketplace platforms; You may, at your discretion, enlist the help of an assistant to complete the services, and Turn may require the assistant to complete any standard registration and vetting process. If you enlist the help of an assistant, you, not Turn, is responsible for paying the assistant; Turn does not restrict you from engaging in any other occupation or business; Turn does not require you or other marketplace contractors to use specific supplies or equipment; Turn does not control the means and methods for the services performed by you by requiring you to follow specified instructions governing how to perform the services. However, Turn may require that the quality of the services provided by you meet specific standards and requirements; The agreement between you and Turn may be terminated by either you or Turn with or without cause; Turn provides no medical or other insurance benefits to you, and you are responsible for paying taxes on all income derived as a result of services performed to third parties from the assignments or connections received from Turn; and All, or substantially all, payment to you is based on performance of services to third parties who have connected with you through Turn.
16.7. TexasTo avoid any ambiguity, this Section specifically applies to you if you provide services to Partners in the state of Texas. You acknowledge and agree that you are a “marketplace contractor”, and Turn is a “marketplace platform” as defined in Texas Title 40 Social Services and Assistance §815.134. You specifically acknowledge and agree that: Turn uses a digital network to connect marketplace contractors to the public (including third-party individuals and entities) seeking the type of service or services offered by you and other marketplace contractors. Turn accepts service requests from the public (including third-party individuals and entities) only through its digital network, and does not accept service requests by telephone, by facsimile, or in person at physical retail locations; Turn does not perform the services offered by you or other marketplace contractors at or from a physical business location that is operated by the platform in the state; You agree to use Turn’s digital network to provide services to the public (including third-party individuals or entities) seeking the type of service or services offered by you and other marketplace contractors. All or substantially all of the payment paid to you shall be on a per-job or transaction basis; Turn does not unilaterally prescribe specific hours during which you must be available to accept service requests from the public (including third-party individuals or entities) submitted through Turn’s digital network; Turn does not prohibit you from using a digital network offered by any other marketplace platform; Turn does not restrict you from engaging in any other occupation or business; You are free from control by Turn as to where and when you work and when you access Turn’s digital network; You bear all or substantially all of your own expenses that are incurred by you in performing the service or services; You are responsible for providing the necessary tools, materials, and equipment to perform the service or services; Turn does not control the details or methods for the services performed by you by requiring you to follow specified instructions governing how to perform the services; and Turn does not require you to attend mandatory meetings or mandatory training. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Table of Contents:
- Use of the Services and Sites
- Our Intellectual Property and License to You
- Prohibited Uses of the Sites or the Services
- Your Information
- Independent Contractors
- Turn Communications
- Marketing Promotions and Referrals
- Limitation of Liability
- Third-party Links
- Modification of Terms
- Dispute Resolution
- Arbitration Agreement
- General Terms
- Additional Terms