Effective Date: September 15, 2026
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 18 AND A WAIVER OF THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. PLEASE READ SECTION 18 CAREFULLY.
This Telure Client Agreement (this "Agreement") is entered into between Telure, Inc., a Delaware corporation ("Telure"), and the business accepting this Agreement ("Client," "you," or "your"). This Agreement takes effect when you accept it electronically or execute an order referencing it, and continues until terminated under Section 16.
Telure operates an online marketplace through which businesses post Contract Listings describing outbound sales work and independent sales professionals choose which Listings, if any, to pursue. Telure provides the marketplace, the calling and verification tools, and the payment mechanism. Telure does not itself sell your goods or services, does not employ the Sellers, and is not a party to any sale you make to a Prospect.
1. Definitions
1.1 Capitalized terms used but not defined here have the meanings given in the Telure Platform Terms of Service.
1.2 "Client Charge" means the total amount Telure charges you for a Verified Conversion, consisting of the Conversion Payout plus the Platform Fee.
1.3 "Client Funding Account" means the prefunded, non-interest-bearing balance you are required to maintain under the Telure Payment, Escrow and Payout Terms.
1.4 "Client Materials" means lead lists, Prospect contact data, scripts, product and pricing information, brand assets, training material, and any other content or data you upload, provide, or make available through the Platform.
1.5 "Contract Listing" or "Listing" means your posting describing the Sales Services sought, the Conversion definition, the Conversion Payout, the verification method, the Prospect criteria, and any Listing-specific requirements.
1.6 "Conversion" means the outcome you define in a Listing that entitles a Seller to a Conversion Payout.
1.7 "Conversion Payout" means the amount payable to a Seller for a Verified Conversion, as stated in the Listing.
1.8 "Dispute Window" means forty-eight (48) hours measured from the end of the scheduled meeting time associated with a reported Conversion or, where the Conversion type involves no scheduled meeting, forty-eight (48) hours measured from the time the Conversion is reported.
1.9 "Platform" means the Telure website, the Telure applications, the in-app calling tools, and the related APIs and services.
1.10 "Platform Fee" means the Client Charge minus the Conversion Payout, currently 30% of the Client Charge.
1.11 "Policies" means the Telure Platform Terms of Service, the Telure Privacy Policy, the Telure Calling Compliance Policy, the Telure Call Recording Consent and Disclosure, and the Telure Payment, Escrow and Payout Terms, each as amended from time to time.
1.12 "Prospect" means a person or business a Seller contacts in performing Sales Services under your Listing.
1.13 "Sales Services" means the outbound sales activity a Seller elects to perform under your Listing, including outbound calling, appointment setting, video meetings, and related follow-up.
1.14 "Seller" means an independent contractor who performs Sales Services through the Platform.
1.15 "Verified Conversion" means a Conversion that has satisfied the verification method stated in the Listing and has survived the Dispute Window without a sustained dispute.
2. Eligibility and Account
2.1 The Platform is available to businesses only. By accepting this Agreement you represent that you are acting on behalf of a business, that the individual accepting has authority to bind it, and that the business is duly organized and in good standing.
2.2 You must provide accurate registration, billing, and beneficial ownership information and keep it current, and must complete any identity or business verification Telure or its payment processor requires.
2.3 Telure may decline or terminate Client access for any lawful reason, including a determination that your goods or services, your sales practices, or your lead sourcing present legal or reputational risk.
2.4 You are responsible for all activity under your account, including the acts of your personnel.
3. Contract Listings
3.1 Creating a Listing. You create each Listing and are solely responsible for its content. A Listing must state, at minimum: (a) an unambiguous definition of the Conversion; (b) the verification method by which a Conversion will be confirmed; (c) the Conversion Payout, which may not be less than two hundred dollars ($200.00) per Verified Conversion; (d) the Prospect criteria, including industry, company size, geography, and title where applicable; (e) any disclosure the Seller must make; and (f) any requirement of yours that a Seller must satisfy to perform.
3.2 Conversion definition. The Conversion definition must be objectively determinable from records available to Telure and the Seller. A Conversion definition that turns on your subjective satisfaction, on the Prospect ultimately purchasing, or on any factor outside the Seller's control is not permitted unless the Listing prices that risk into the Conversion Payout and says so expressly.
3.3 Approval and publication. Telure may review, request changes to, decline to publish, or remove any Listing, including where the Conversion definition is ambiguous, the Conversion Payout is inconsistent with the effort required, the Prospect criteria raise compliance concerns, or the Client Funding Account is insufficient.
3.4 Changes. You may amend a Listing prospectively. An amendment does not apply to Sales Services already performed or to a Conversion already reported. Reducing a Conversion Payout or narrowing a Conversion definition takes effect only after notice to Sellers then performing under the Listing.
3.5 Availability pauses. A Listing pauses automatically when the Client Funding Account balance falls below the amount required by the Telure Payment, Escrow and Payout Terms, and resumes when you restore the balance.
3.6 No guarantee. Telure does not guarantee that any Seller will pursue your Listing, that any Conversion will occur, that Sales Services will be performed within any timeframe, or that any level of result will be achieved.
4. Relationship With Sellers
4.1 Sellers are independent contractors. Sellers are independent contractors of their own businesses. They are not your employees, and they are not Telure's employees. Neither you nor Telure employs, jointly employs, supervises, or directs a Seller.
4.2 What you may not do. You may not (a) set a Seller's hours or require availability, (b) require a Seller to work exclusively for you, (c) direct the manner, sequence, or method by which a Seller performs, (d) require a Seller to attend meetings, training, or check-ins, (e) impose a quota, a minimum call volume, or a minimum acceptance rate, (f) discipline a Seller, or (g) communicate with a Seller outside the Platform except as the Platform provides or as necessary for a scheduled meeting.
4.3 What you may do. You may specify the outcome you are buying, the Prospect criteria, the accurate information about your goods and services that a Seller must not contradict, required legal disclosures, and quality standards tied to the result. You may decline to work with a particular Seller on your Listings and may report conduct concerns to Telure.
4.4 Joint employment disclaimer. You and Telure each disclaim any intent to create an employment, joint employment, agency, partnership, or joint venture relationship with any Seller or with each other. Each party will avoid conduct inconsistent with Section 4.1 and 4.2.
4.5 Indemnity for your conduct. If a Seller asserts a claim of employment, joint employment, or worker misclassification against Telure arising from your conduct inconsistent with Sections 4.1 through 4.3, Section 14 applies.
5. Client Materials and Lead Lists
5.1 Your representations about lead data. You represent and warrant that each Prospect record you provide or cause to be used: (a) was lawfully obtained; (b) is a business contact used for a business-to-business purpose; (c) has been screened against the National Do Not Call Registry where applicable to you, against any applicable state do-not-call list, and against your own internal do-not-call and suppression records; (d) is not, to your knowledge after reasonable diligence, a residential line or a personal wireless number; (e) may lawfully be contacted by telephone for the purpose stated in the Listing; and (f) is accompanied by any consent required by applicable law, together with records evidencing that consent.
5.2 Suppression. You will provide your internal do-not-call and suppression list before a Listing goes live and will update it at least every thirty (30) days while the Listing remains live. You will honor and record every stop request captured through the Platform.
5.3 Refreshed screening. For any lead list used for more than thirty (30) days, you will re-screen against the applicable do-not-call sources at least every thirty-one (31) days and will certify that you have done so on request.
5.4 License to Telure. You grant Telure a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Client Materials to operate the Platform, to make the Listing available to Sellers, to verify Conversions, to administer disputes, and to comply with law. You retain ownership of Client Materials.
5.5 Prohibited content. You may not provide Client Materials that are unlawful, infringing, deceptive, or that concern goods or services Telure prohibits under the Telure Platform Terms of Service.
6. Compliance
6.1 You are the seller. For purposes of the Telemarketing Sales Rule and analogous state law, you are the seller of the goods or services being offered, and Telure is not. You are responsible for the lawfulness of the offer, of the claims made about it, and of the calling program you have designed through your Listing.
6.2 Required disclosures. Your Listing must instruct Sellers to make the disclosures required by law, including prompt identification of you as the seller, the fact that the purpose of the call is to sell or to arrange a meeting about your goods or services, and the nature of those goods or services.
6.3 Misrepresentation. You will not instruct, encourage, incentivize, or design a Listing that causes a Seller to make any misrepresentation, including any misrepresentation prohibited by 16 C.F.R. § 310.3(a)(2) or § 310.3(a)(4), which apply to business-to-business calls.
6.4 Calling hours and methods. Your Listing may not require or encourage calling outside 8:00 a.m. to 9:00 p.m. in the Prospect's local time, and may not require or encourage the use of an automatic telephone dialing system, a predictive dialer, an artificial or prerecorded voice, or an artificial intelligence voice agent.
6.5 Recording. You acknowledge that all Sales Services calls placed through the Platform calling tools are recorded, that the recording disclosure described in the Telure Call Recording Consent and Disclosure is delivered on every call, and that you consent to the recording of any call in which your personnel participate through the Platform.
6.6 Recordkeeping. Telure retains call detail records, recordings, transcripts, dispositions, and Listing history as described in the Telure Privacy Policy. You will retain the records applicable to you under 16 C.F.R. § 310.5 and other applicable law, including consent records, and will not rely on Telure's retention to satisfy your own obligations.
6.7 Licensing. You are responsible for any registration, bond, or license your telemarketing program requires in any state, including any state telephonic seller registration, and for determining whether your program is exempt.
6.8 Regulatory cooperation. You will notify Telure promptly if you receive a demand, complaint, subpoena, or inquiry from a regulator, a state attorney general, or a plaintiff concerning calls placed through the Platform, and will cooperate with Telure in responding.
7. Conversion Verification and Disputes
7.1 Reporting. A Seller reports a Conversion through the Platform. Verification then proceeds by the method stated in the Listing, which may include calendar integration, CRM integration, your confirmation, or automated confirmation.
7.2 Dispute Window. You may dispute a reported Conversion within the Dispute Window. A dispute must state a ground and include supporting information.
7.3 Valid grounds. Valid grounds are limited to: (a) the Prospect did not attend the scheduled meeting; (b) the Prospect did not meet the Prospect criteria stated in the Listing; (c) the Conversion is a duplicate of another Conversion; (d) the Conversion was fabricated or the underlying contact did not occur; (e) the Prospect was contacted in violation of the Telure Calling Compliance Policy; or (f) the Conversion otherwise fails the Conversion definition stated in the Listing.
7.4 Not valid grounds. The following are not valid grounds for a dispute: that the Prospect did not purchase or express interest; that the meeting did not go well; that you have changed your mind about the Listing, the Conversion Payout, or the campaign; that your own personnel failed to attend, were late, or rescheduled; that your internal systems failed to record the meeting; or that the Conversion volume exceeded your expectations.
7.5 Adjudication. Telure adjudicates disputes under the Telure Payment, Escrow and Payout Terms, using call recordings, Platform records, and the information each party submits. Telure's determination is final as between you and the Seller for purposes of releasing or withholding the Conversion Payout, without prejudice to any right you have against the Seller under Section 18.
7.6 Abuse. A pattern of disputes that are not sustained is grounds for Telure to require a higher Client Funding Account balance, to suspend your Listings, or to terminate this Agreement.
7.7 Failure to dispute. A reported Conversion not disputed within the Dispute Window becomes a Verified Conversion and the Client Charge is final.
8. Fees, Funding, and Payment
8.1 Prefunding. You must maintain a Client Funding Account balance sufficient to cover the Client Charge for pending and anticipated Conversions, as calculated under the Telure Payment, Escrow and Payout Terms. Listings pause when the balance is insufficient.
8.2 Client Charge. On a Verified Conversion, Telure debits the Client Charge from the Client Funding Account, releases the Conversion Payout to the Seller, and retains the Platform Fee.
8.3 Platform Fee. The Platform Fee is 30% of the Client Charge. Telure may change the Platform Fee on thirty (30) days' notice. A change does not apply to a Conversion reported before the change takes effect.
8.4 Reserve. Telure may reserve against the Client Funding Account the Client Charge for any Conversion that has been reported and is pending verification.
8.5 No interest; not a deposit. The Client Funding Account bears no interest, is not a bank deposit, and is not insured. Telure is not a bank.
8.6 Refunds of unused balance. You may request return of the unreserved balance at any time. Telure returns it within ten (10) business days, net of amounts owed.
8.7 Taxes. The Client Charge is exclusive of taxes. You are responsible for any sales, use, or similar tax on the Platform Fee, other than taxes on Telure's income.
8.8 Late and failed payments. If a charge fails or the Client Funding Account goes negative, you will restore it immediately. Telure may suspend Listings, may charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, and may recover reasonable costs of collection.
8.9 Chargebacks. Initiating a chargeback for a Verified Conversion is a material breach. Disputes are resolved under Section 7.
9. Non-Circumvention
9.1 For twelve (12) months after a Seller last performs Sales Services under your Listing, you will not knowingly engage that Seller to perform sales services of the same or substantially similar type outside the Platform, where the engagement arises from the introduction the Platform made.
9.2 If you wish to engage a Seller outside the Platform, you may do so by paying Telure a conversion fee equal to [SELLER CONVERSION FEE], after which Section 9.1 no longer applies to that Seller.
9.3 Section 9.1 does not restrict you from engaging any person you had a relationship with before the Platform introduced you, from engaging a person who responds to a general advertisement not directed at Platform Sellers, or from engaging a Seller for work unrelated to the Sales Services.
9.4 You will not use the Platform, or data obtained through it, to build a list of Sellers for off-Platform recruitment, and will not solicit Sellers to leave the Platform.
10. Data Protection
10.1 Roles. As between the parties, you are the business and controller with respect to Client Materials and Prospect personal information you supply, and Telure processes that information as your service provider and processor for the purposes of this Agreement. Telure is an independent business and controller with respect to Seller data, Platform usage data, fraud and compliance records, and call recordings to the extent it uses them to operate, secure, and improve the Platform.
10.2 Service provider terms. With respect to personal information you make available to Telure, Telure will: (a) collect, use, retain, disclose, and otherwise process that personal information solely to perform the services specified in this Agreement and for the business purposes described in the Telure Privacy Policy, and not for any other purpose; (b) not sell or share that personal information as those terms are defined under the California Consumer Privacy Act and analogous state law; (c) not retain, use, or disclose that personal information outside the direct business relationship between the parties; (d) not combine that personal information with personal information received from another source except as permitted by applicable law; (e) comply with the obligations applicable to a service provider, processor, or contractor under applicable state privacy law and provide the same level of privacy protection required of you; (f) notify you if Telure determines it can no longer meet these obligations; (g) permit you, on reasonable notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information; and (h) engage subprocessors only under a written contract imposing equivalent obligations.
10.3 Consumer requests. Telure will provide reasonable assistance in responding to a verified request from an individual to access, correct, delete, or limit the use of personal information, taking into account the nature of the processing and the information available to Telure. Where an individual makes such a request directly to Telure with respect to Client Materials, Telure will refer the individual to you or forward the request.
10.4 Security. Telure will maintain administrative, technical, and physical safeguards appropriate to the nature of the personal information processed. You are responsible for the security of your own systems and for the manner in which you obtained and stored Client Materials before providing them.
10.5 Incident notice. Telure will notify you without undue delay after becoming aware of a security incident affecting personal information you provided, and will provide the information reasonably available to it.
10.6 Deletion. On termination, Telure will delete or return Client Materials in accordance with the retention schedule in the Telure Privacy Policy, except for records Telure must retain to comply with law, to resolve disputes, or to enforce its agreements, including call recordings and call detail records.
10.7 Retention for compliance. You acknowledge that Telure retains call recordings, transcripts, and call detail records for compliance, dispute, and legal defense purposes, and that this retention is a business purpose of Telure and not processing on your behalf.
11. Intellectual Property
11.1 Telure owns the Platform and all intellectual property in it. You receive a limited, revocable, non-exclusive, non-transferable license to access and use the Platform to post and manage Listings during the term.
11.2 You own Client Materials, subject to the license in Section 5.4.
11.3 Telure owns call recordings, transcripts, dispositions, outcome data, ratings, and Platform-generated records, and grants you a non-exclusive license to access and use the recordings, transcripts, and Prospect records generated under your own Listings for your internal business purposes, subject to the Telure Privacy Policy and applicable law.
11.4 Telure may use aggregated and de-identified data derived from Platform activity for analytics, benchmarking, product development, and marketing, provided it does not identify you or any Prospect.
11.5 You grant Telure the right to use your name and logo to identify you as a Client on the Platform and in marketing materials, which you may revoke on written notice.
12. Confidentiality
12.1 Each party may receive non-public information of the other. The receiving party will use it only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound by confidentiality obligations.
12.2 These obligations continue for three (3) years after disclosure and, for trade secrets, for as long as the information remains a trade secret.
12.3 The receiving party may disclose confidential information as required by law, provided it gives notice where lawful and cooperates in seeking protective treatment.
13. Representations, Warranties, and Disclaimers
13.1 You represent and warrant that: (a) you have the right and authority to enter into this Agreement; (b) your goods and services are lawful, accurately described, and delivered as represented; (c) every claim you make or instruct a Seller to make is truthful, not misleading, and substantiated; (d) you hold all licenses and registrations required for your business and for your calling program; (e) Client Materials do not infringe or misappropriate any third-party right; (f) the representations in Section 5.1 are true and remain true; and (g) you will comply with all applicable law, including the Telemarketing Sales Rule, the Telephone Consumer Protection Act, state telemarketing and mini-TCPA statutes, call recording laws, and state privacy laws.
13.2 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TELURE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13.3 TELURE DOES NOT WARRANT THAT ANY SELLER WILL PURSUE A LISTING, THAT ANY CONVERSION WILL OCCUR, THAT A PROSPECT WILL ATTEND A SCHEDULED MEETING, THAT A CONVERSION WILL RESULT IN A SALE, OR THAT ANY SELLER WILL PERFORM COMPETENTLY. TELURE DOES NOT SCREEN OR GUARANTEE THE SKILL, HONESTY, OR RESULTS OF ANY SELLER BEYOND THE ELIGIBILITY AND COMPLIANCE MEASURES DESCRIBED IN THE POLICIES.
13.4 TELURE IS NOT RESPONSIBLE FOR THE LAWFULNESS OF YOUR LEAD DATA, FOR ANY CONSENT YOU REPRESENTED WAS OBTAINED, OR FOR ANY CLAIM ARISING FROM A CALL PLACED TO A NUMBER YOU SUPPLIED.
14. Indemnification
14.1 You will defend, indemnify, and hold harmless Telure, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, and any resulting loss, liability, damage, penalty, fine, cost, and expense including reasonable attorneys' fees, arising out of or relating to:
(a) your goods or services, including any claim of product liability, misrepresentation, deceptive practice, or failure to deliver;
(b) Client Materials, including any claim that a lead list was unlawfully obtained, that a Prospect had not consented, that a number was on a do-not-call list, or that a record was a residential or wireless number;
(c) any claim under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, a state mini-TCPA or telemarketing statute, or a state call recording statute, to the extent arising from a call placed to a Prospect record you supplied or from the design of your Listing;
(d) your breach of this Agreement, including Sections 4, 5, 6, and 13.1;
(e) any claim by a Seller of employment, joint employment, or worker misclassification against Telure, to the extent arising from your conduct inconsistent with Sections 4.1 through 4.3;
(f) your violation of any law, including any privacy or consumer protection law; and
(g) any claim arising from your use, storage, or further disclosure of call recordings, transcripts, or Prospect records obtained through the Platform.
14.2 Telure will notify you of any claim for which it seeks indemnification, may control the defense with counsel of its choosing, and will not settle a claim imposing a non-indemnified obligation on you without your consent, which may not be unreasonably withheld.
14.3 Telure will defend and indemnify you against any third-party claim that the Platform, as provided by Telure and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded, provided you notify Telure promptly and cooperate. This Section 14.3 does not apply to a claim arising from Client Materials, from your combination of the Platform with anything not supplied by Telure, or from your use of the Platform in breach of this Agreement.
15. Limitation of Liability
15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELURE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PLATFORM FEES YOU PAID TO TELURE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 The limitations in Sections 15.1 and 15.2 do not apply to your obligations under Section 14, to your payment obligations under Section 8, to either party's breach of Section 12, or to liability that cannot be limited under applicable law.
16. Term and Termination
16.1 This Agreement continues until terminated.
16.2 You may terminate at any time on written notice, effective after all pending Conversions are resolved.
16.3 Telure may terminate for convenience on thirty (30) days' notice, and immediately on notice if you materially breach and fail to cure within ten (10) days, if you become insolvent, if Telure reasonably believes your Listings or Client Materials create legal or regulatory risk, or if you initiate a chargeback for a Verified Conversion.
16.4 Telure may suspend your Listings immediately, without prior notice, pending investigation of a compliance concern, a funding failure, or a pattern of disputes that are not sustained.
16.5 On termination: your Listings are removed; Conversions already reported are resolved under Section 7 and the Telure Payment, Escrow and Payout Terms; the Client Charge for each resulting Verified Conversion is debited; and the unreserved balance of the Client Funding Account is returned under Section 8.6.
16.6 Sections 5.1, 6.6, 9, 10, 11, 12, 13, 14, 15, 17, 18, and 19 survive.
17. Insurance
17.1 You will maintain, at your own expense, commercial general liability insurance with limits of not less than [CGL LIMIT] per occurrence, and errors and omissions or professional liability insurance with limits of not less than [E&O LIMIT] per claim, each with insurers of recognized standing. You will furnish a certificate of insurance on request.
18. Dispute Resolution and Arbitration
18.1 Informal resolution. Before commencing arbitration, the parties will attempt to resolve the dispute informally. The party raising the dispute will send written notice describing it and the relief sought, and the parties will confer in good faith for thirty (30) days.
18.2 Agreement to arbitrate. EXCEPT AS PROVIDED IN SECTION 18.5, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. The seat is [TELURE VENUE COUNTY], [TELURE VENUE STATE]. One arbitrator decides unless the amount in controversy exceeds one million dollars ($1,000,000), in which case three arbitrators decide. Judgment on the award may be entered in any court of competent jurisdiction.
18.3 CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS SECTION 18.3 IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THIS ENTIRE SECTION 18 IS UNENFORCEABLE AS TO THAT CLAIM OR REQUEST FOR RELIEF, WHICH WILL PROCEED IN COURT.
18.4 Costs. The parties share arbitration fees equally, subject to the arbitrator's authority to award costs and fees to the prevailing party.
18.5 Carve-outs. Either party may seek injunctive or other equitable relief in court to protect intellectual property or confidential information, and either party may bring an individual action in small claims court if it qualifies.
18.6 Confidentiality of proceedings. The existence and content of any arbitration are confidential, except as necessary to enforce an award or as required by law.
19. General
19.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules, except that the Federal Arbitration Act governs Section 18. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Venue if arbitration does not apply. Any dispute not subject to Section 18 will be brought exclusively in the state or federal courts located in [TELURE VENUE COUNTY], [TELURE VENUE STATE], and each party consents to that jurisdiction and waives any objection to venue.
19.3 JURY WAIVER. TO THE EXTENT A DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
19.4 Changes. Telure may amend this Agreement on thirty (30) days' notice. Your continued use of the Platform after the effective date constitutes acceptance. If you object to a material change, you may terminate under Section 16.2 before it takes effect.
19.5 Notices. Notices to Telure go to legal@telu.re and [PRINCIPAL OFFICE ADDRESS]. Notices to you go to the email and address on your account. Notice is effective on delivery.
19.6 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
19.7 Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, excluding payment obligations.
19.8 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.
19.9 No third-party beneficiaries. Except for the indemnified parties identified in Section 14, this Agreement creates no third-party beneficiary rights. No Seller is a third-party beneficiary of this Agreement.
19.10 Severability; waiver. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues. Section 18.3 is governed by its own terms. A failure to enforce is not a waiver.
19.11 Entire agreement. This Agreement, the Policies, and each Listing you post are the entire agreement between the parties on the subject matter and supersede any prior agreement. Any term in a purchase order, vendor form, or other document you issue is of no effect.
19.12 Order of precedence. In a conflict, the order is: (a) a written amendment signed by both parties; (b) this Agreement; (c) the Telure Payment, Escrow and Payout Terms; (d) the Telure Calling Compliance Policy and the Telure Call Recording Consent and Disclosure; (e) the Telure Platform Terms of Service; and (f) the Listing, as to the scope, Conversion definition, verification method, and Conversion Payout for that engagement.
19.13 Electronic signature. The parties consent to transact electronically and to the use of electronic signatures.
19.14 Counterparts. This Agreement may be executed in counterparts, each of which is an original.
ACCEPTANCE
TELURE, INC.
By: ______________________________
Name: [FOUNDER FULL LEGAL NAME]
Title: [TITLE]
Date: ______________________________
CLIENT
Entity name: ______________________________
By: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________