Terms and Conditions
THIS AGREEMENT ("AGREEMENT") IS A BINDING AGREEMENT BETWEEN CODE SYSTEMS CORPORATION DBA TURBO, INC. ("TURBO") AND YOU AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, "YOU"). YOUR USE OF TURBO PRODUCTS, SOFTWARE, SERVICES, SERVERS, AND WEB SITES (REFERRED TO COLLECTIVELY AS THE "SERVICES" IN THIS DOCUMENT) IS SUBJECT TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT INCORPORATES BY REFERENCE (1) THE PRIVACY POLICY ("PRIVACY POLICY") AND (2) THE ACCEPTABLE USE POLICY ("ACCEPTABLE USE POLICY" OR "AUP") POSTED ON TURBO.NET, AS THEY MAY BE MODIFIED BY TURBO FROM TIME TO TIME.
IN ORDER TO USE THIS SERVICE OR ANY SOFTWARE PRODUCTS PUBLISHED BY TURBO, YOU MUST ACCEPT THESE TERMS AND CONDITIONS. YOU CAN ACCEPT THESE TERMS BY (A) CLICKING THE "ACCEPT" BUTTON FOR THE AGREEMENT, WHERE THIS OPTION IS MADE AVAILABLE TO YOU IN THE USER INTERFACE, OR (B) BY ACTUALLY USING THE SERVICES, IN WHICH CASE YOU UNDERSTAND AND AGREE THAT TURBO WILL TREAT YOUR USE OF THE SERVICES AS ACCEPTANCE OF THE AGREEMENT FROM THAT POINT ONWARDS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ARE BARRED FROM RECEIVING THE SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER COUNTRIES INCLUDING THE COUNTRY IN WHICH YOU ARE RESIDENT OR FROM WHICH YOU ARE USING THE SERVICES, YOU MAY NOT USE THE SERVICES.
1. Definitions
In this Agreement, the terms:
"Affiliate" means any entity controlling, controlled by, or under common control as evidenced by ownership or control of, either directly or indirectly, at least 50% of the outstanding voting securities of the relevant entity.
"Agreement" means these Terms and Conditions, applicable Transaction Documents, Acceptable Use Policy, and any related attachments.
"Acceptable Use Policy" means the document entitled "Acceptable Use Policy" published on the turbo.net web site.
"Turbo" means Code Systems Corporation dba Turbo, Inc, its Affiliates, or entities authorized by Code Systems Corporation to provide a Service.
"Turbo Products" means the software products owned by Turbo.
"Customer" means the entity that orders the Services or Licensed Materials and is responsible for the payment of fees under, and compliance with, this Agreement.
"Confidential Information" means any information disclosed previously or in the future ("disclosed" means any of information, of access to information, or of means to gain access to information) by either party to the other party, either directly or indirectly, in writing, orally, by inspection of tangible objects or otherwise (including, without limitation, research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing and finances documents), which are indicated by the party to be "Confidential," "Proprietary" or similarly designated, or which under the context of its disclosure ought to be considered confidential. Information communicated orally shall be considered Confidential Information if such information is identified as Confidential Information at the time of disclosure or if such information is confirmed in writing, including confirmation via email, as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party shall give the disclosing party prompt written notice of such requirement prior to any disclosure so that the disclosing party may seek a protective order or other appropriate relief.
"Licensed Materials" means each of the Turbo Products, Documentation and Turbo APIs, SDKs and any other Turbo software code designed to facilitate the integration or use of any Turbo Product or Service by the Customer.
"Transaction Documents" means documents that set forth the description of the Services being purchased from Turbo and any additional terms set forth in any Order Forms, Statements of Work, or other documents executed by the parties.
2. Responsibilities
General. Each party shall perform its obligations as set forth in this Agreement. Turbo shall provide the Services as set forth in any applicable Transaction Document. Turbo grants you a limited, nonexclusive, nontransferable, revocable license to use the Turbo products, Content, Files and Services subject to the restrictions set forth in these Terms of Service.
Ownership. Turbo shall retain all right, title and interest to any patents, copyrights, trade secrets or other proprietary rights in the Service and Licensed Materials. Turbo may make changes to Licensed Materials or Service at any time without notice.
No Resale. Except as expressly permitted in a particular Transaction Document, Customer shall not resell the Services to a third party nor enter into any similar relationship with a third party to enable the purchase or use of the Services or Licensed Materials through Customer. For purposes of the foregoing, end users accessing the Customer web site are not considered to be using the Services. When using the Services, Customer shall comply with Turbo's then-current Acceptable Use Policy as published at the turbo.net web site.
No Modifications. Except as expressly permitted in a particular Transaction Document, Customer shall not modify, alter, tamper with, or otherwise interfere with proper functioning of the Licensed Materials or Service. Customer shall not remove, obscure, modify, or otherwise inhibit the full and complete display of any branding or proprietary marks in the Service user interface. Customer acknowledges that Licensed Materials may incorporate hardware- and Internet-based licensing mechanisms designed to prevent piracy of Licensed Materials. Customer grants Turbo the right to utilize such licensing mechanisms and shall not interfere with the proper functioning of such mechanisms.
Test and Support Internal Use Licenses. Customer grants to Turbo a not-for-resale ("NFR") license for the use of any Customer products to be virtualized, packaged, or delivered using the Services. Such NFR license shall be limited to the purposes contemplated in this Agreement and any associated Transaction Documents, including but not limited to testing, supporting, packaging, or preparing Customer products for use with the Services, and shall otherwise be subject to the terms of the applicable Customer End-User License Agreement, except to the extent inconsistent with this Agreement. Any Customer materials provided to Turbo under the NFR license shall be treated as Confidential Materials by Turbo.
Consent to Access Your Shared Applications and Data. BY USING THOSE TURBO PRODUCTS AND SERVICES THAT OFFER THE TURBO SYNC FUNCTIONALITY, YOU CONSENT TO ALLOW TURBO TO ACCESS YOUR COMPUTER TO ACCESS ANY APPLICATIONS OR DATA FOR WHICH TURBO SYNC FUNCTIONALITY HAS BEEN ENABLED ("SHARED CONTENT"). YOU CONSENT TO SHARE ACCESS TO THE SHARED CONTENT WITH OTHER TURBO USERS AND DEVICES THAT HAVE BEEN AUTHORIZED TO ACCESS THAT CONTENT.
Files and Folders. "Your Files" or "User Files" (collectively, the "Files") as used in this Agreement means the information contained in the files that you or other users upload, download and access through the Site and Services. You are the owner of Your Files and are solely responsible for your conduct and the content of Your Files, as well as any of the content contained in your communications with other Turbo Sync users, including but not limited to User Posts (as defined below). Turbo does not claim any ownership rights in Your Files. You acknowledge that Turbo does not have any obligation to monitor the Files or User Posts that are uploaded, posted, submitted, linked to or otherwise transmitted using the Turbo products or services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Files or anything said, depicted or written by users in their User Posts, including without limitation, any information obtained by using the products or services. Turbo does not endorse anything contained in the Files or User Posts or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Turbo with respect thereto.
Your Shared Folders. While you own the content contained in Your Files, files placed in shared folders are available to those users to whom you grant access. By placing Your Files in a shared folder, you agree and acknowledge that Turbo has no responsibility or obligation to monitor or notify of you of any non-compliance related to the rights or license you may choose to grant to other users who have access to shared folders, if any, and that Turbo has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer.
Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access any Turbo product or service for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on a Turbo product or service; or (iii) bypass any measures we may use to prevent or restrict access to the Turbo products or services.
Account Registration and Security. You understand that you may need to create an account to have access various Turbo products and services. You will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Turbo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Turbo has the right to suspend or terminate your account and refuse any and all current or future use of the Turbo product or service (or any portion thereof). You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the products or services. We have the right to provide user billing, account, content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able access your account so you should take reasonable steps to protect this information.
3. Payment Terms
Payments to Turbo. Unless otherwise set forth in the Transaction Document, Customer shall pay all applicable Service and licensing fees within thirty days of any invoice date. All prices are denominated in U.S dollars and all payments shall be made in U.S. currency, unless otherwise set forth in the Transaction Document. Payments made by check shall be drawn against a U.S. bank.
Taxes and Fees. Except where otherwise required by law, prices do not any taxes or duties, shipping and handling fees, or travel expenses. All such taxes, duties, and fees are the responsibility of Customer. There shall be no deduction from, or an offset against, any such taxes, fees, or other charges, and all payments shall be grossed up to account for any withholding taxes.
Amendments. Unless otherwise stipulated in a Transaction Document or other amendment, the fee schedule for Services and Licensed Materials may be changed at any time at the sole discretion of Turbo, provided that if Turbo increases the fees then Customer shall have the right to terminate its purchase of the applicable Service without termination charge by providing written notice to Turbo within thirty days of the effective date of the increased fees.
Late payment. Customer shall pay a late charge of the lesser of one percent per month (or part of a month) or the maximum lawful rate permitted by applicable law for all amounts not paid within thirty days of invoice date, plus all costs, including reasonable attorneys' fees, incurred to collect any unpaid amounts. Unless prohibited by applicable law or regulation, all invoiced amounts not disputed in writing within sixty days of the invoice date are deemed accepted. Restrictive endorsements or other statements on checks accepted by Turbo are not enforceable. Turbo reserves the right to reasonably require payment assurance.
4. Confidentiality
Confidentiality of the Agreement. The terms of any Transaction Documents and attachments, shall be treated as Confidential Information by the parties.
Non-Disclosure of Confidential Information. Each party agrees not to use any Confidential Information of the other party for any purpose except in support of the activities contemplated in this agreement. Each party agrees not to disclose any Confidential Information of the disclosing party to third parties or to such party's employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning matters related to this Agreement. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder.
Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless such copying is previously approved in writing by the disclosing party. Each party shall reproduce the disclosing party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
Ownership and Return of Materials. Any and all Confidential Information disclosed by either party hereto is and shall remain the property of the disclosing party. All documents and other tangible objects containing or representing Confidential Information, either in whole or part, which has been disclosed by either party to the other party, and all copies thereof which are in the possession of the receiving party, shall be promptly returned to the disclosing party upon the first of the following to occur: (i) the disclosing party's written request; (ii) the completion of the purpose for which it was provided; (iii) the determination by the receiving party that it no longer desires to possess the Confidential Information; or (iv) within thirty (30) days after any termination of this Agreement.
No Additional Restriction. Nothing in this Agreement shall restrict the disclosing party from using, disclosing or disseminating its own Confidential Information in any way.
Residuals. Notwithstanding the foregoing provisions of this Section 4, the receiving party will have the right to use and exploit Residuals, except that Residuals shall be subject to the same limitations on disclosure as the receiving party would impose on its own confidential information of like value. As used herein, "Residuals" means ideas, information and understandings that are retained in the memory of an ordinary person skilled in the art, not intent on appropriating the Confidential Information of the disclosing party as a result of his or her review, evaluation or testing of such Confidential Information.
5. Warranties and Indemnification
Your Responsibilities. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that both your public and shared folders require, as described above. Please note that moving all or portions of Your Files from your public folders does not revoke the license granted to those individuals who previously accessed those files. You should be aware that Files may be protected by intellectual property rights which are owned by the Turbo user whose folder (public or shared) that File resides in. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of another user's shared folder unless you have been specifically told that you may do so by the rightful owner of that File, in a separate agreement. You acknowledge and agree that you should not rely on the Turbo Products, Content, Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Turbo Products, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Turbo Products, Content, Files and/or Services.
User Published Content; Content of Shared Files or Data. User published content and the content in shared Files do not represent the views of Turbo or any individual associated with Turbo, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, Turbo's endorsement of user published Content. Turbo does not vouch for the accuracy or credibility of any user published content in any Turbo product or service, and does not take any responsibility or assume any liability for any actions you may take as a result of reading user published content through a Turbo product or service. Through your use of the Turbo products and services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using the Turbo products and services, you assume all associated risks.
Indemnity. Customer shall defend, indemnify, and hold harmless Turbo or its agents or suppliers for any claim resulting from a violation of the Acceptable Use Policy, any infringement of patents, copyrights, or other intellectual property rights resulting from Customer content, use of the Service other than as specified in relevant Turbo documentation, or use of products or services not supplied by Turbo. Turbo shall promptly notify Customer in writing of any claim, suit, or proceeding for which an indemnity is claimed, and allow Customer to control the defense of any claim, suit, or proceeding. Customer shall not enter into any settlement that imposes liability or obligations on Turbo without obtaining Turbo's prior written consent.
6. Disclaimer and Limitation of Liability
YOUR USE OF TURBO PRODUCTS AND SERVICES AND ANY CONTENT OR DATA ACCESSIBLE THEREON IS AT YOUR RISK. THE INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE ON OR THROUGH TURBO PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER TURBO, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH ANY TURBO PRODUCT OR SERVICE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
Turbo does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing Turbo products and services, or your access of any information or materials via a Turbo product or service. Turbo does not guarantee continuous, uninterrupted or secure access to any Turbo products or services, and operation of the Turbo products and services may be interfered with by numerous factors outside of our control.
LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES AND, TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR A THIRD PARTY FOR ANY INDIRECT OR SPECULATIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER THAT THIS LIMITATION SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, DAMAGES ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, OR DAMAGES ARISING FROM A PARTY'S WILLFUL MISCONDUCT.
NOTWITHSTANDING THE FOREGOING, A PARTY'S TOTAL COLLECTIVE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO CODE SYSTEMS BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY, PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, DAMAGES ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, OR DAMAGES ARISING FROM A PARTY'S WILLFUL MISCONDUCT.
In the event that you have a dispute with one or more other users of a Turbo product or service, you release Turbo (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TURBO OR THROUGH TURBO PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
7. Term and Termination
Term. The "Term", if any, is set forth in the Transaction Document and automatically renews for successive terms of equal duration unless either party notifies the other of its intent to not renew at least sixty (60) days prior to the end of the applicable Term. Termination of an individual Transaction Document shall not terminate any Services under other Transaction Documents. If no Term is set forth in a Transaction Document, then either party may terminate services associated with that Transaction Document at any time, with or without notice.
Termination. Either party may terminate a Transaction Document if the other materially breaches this Agreement and such breach continues unremedied for thirty days following notice or such other period designated herein. Turbo may immediately suspend all Transaction Documents for undisputed not received within fifteen days of payment due date. Turbo may modify components of any Service to the extent such change is made to the generally available Service and, in such event, may modify or eliminate any affected Agreement terms or an affected Transaction Document without termination charge upon thirty days notice, or a lesser period if such change or termination is due to applicable laws or regulations; provided that Customer may terminate the applicable Transaction Document without termination charge if Turbo fails to remedy a material decrease in the functionality of the affected Service within thirty days of written notice from Customer.
Early Termination. Except for a termination by Customer as expressly permitted herein, if a Transaction Document is terminated prior to end of the Term for any reason, Customer shall pay Turbo a termination charge (which Customer acknowledges reflects a reasonable measure of actual damages and not a penalty) equal to 100% of the fees that would have become due for the remainder of the Term, in addition to all fees outstanding at the date of termination.
Survival. Sections 3, 4, 6, 7, and 8 shall survive termination.
8. Miscellaneous
Governing Law, Jurisdiction and Attorneys' Fees. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Washington, excluding its conflict of law provisions. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. In the event of a non-adjudicative settlement of litigation between the parties, the term "prevailing party" shall be determined by that same process. The Federal and State Courts located in King County, Washington shall have sole jurisdiction over any disputes arising hereunder and the parties hereby submit to the personal jurisdiction of such courts. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.
Notices. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of amended Agreements, AUPs, updated fees, etc.) will be posted on the turbo.net web site. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.* *For notices made by you to us under this Agreement, all notices shall be required to be sent in writing and shall be deemed to have been given upon the date it was delivered by courier or, if by certified mail return receipt requested, on the date received, to Turbo, Attn: General Counsel, 568 1st Ave S Suite 550, Seattle, WA 98104.
Force Majeure. Neither Turbo nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
No Agency, Partnership or Joint Venture. No agency, employment, partnership, joint venture, or other joint relationship is created hereby. Turbo and Customer are each independent contractors with respect to the other and neither has any authority to bind the other in any respect whatsoever.
Assignment. Neither party may assign, transfer or delegate this Agreement or any right and/or obligation of the party hereunder to any third party hereto without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement and such party's rights and obligations hereunder without the consent of the other party to a subsidiary, parent, or entity under common control. In addition, either party may assign this Agreement, and its rights and obligations hereunder, to any third party that acquires all or substantially all of such party's stock or assets relating to that portion of such party's business that is related to the subject matter of this Agreement, provided that such party assumes all of the obligations of the assigning company under this Agreement. Any attempted assignment, delegation, or transfer in contravention of this Agreement shall be null and void.
9. Digital Millennium Copyright Act
In operating the Turbo products and services, we may act as a "services provider" (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Turbo products and services. Turbo has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on or through the Turbo products and services. Turbo has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Turbo or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of this Agreement. If you believe any material available via Turbo products and services infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is
Turbo
Attn: DMCA Complaints
568 1st Ave S Suite 550
Seattle, WA 98104
Phone: 877-223-3551 (US) or 206-774-8769 (international)
Email: support@turbo.net
Please provide the following notice:
Identify the copyrighted work or other intellectual property that you claim has been infringed;
Identify the material on the Site that you claim is infringing, with enough detail so that we may locate it on the Site;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
Your address, telephone number, and email address; and
Your physical or electronic signature.
We may give notice to our users of any infringement notice by means of a general notice on any of our websites, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Updated July 16, 2018
