Version 1.0 · Effective October 1, 2026
This Agreement contains a binding individual arbitration provision and a class action waiver in Section 20. It affects how disputes between you and Telure are resolved. You may opt out of arbitration within 30 days of accepting this Agreement by following the steps in Section 20.9.
This Seller Agreement (the "Agreement") is between Telure Inc., a Delaware corporation ("Telure," "we," or "us"), and you, the individual accepting it ("Seller" or "you"). It governs your use of the Telure platform to provide outbound calling and appointment-setting services to businesses that post Contracts on the platform.
By clicking "I agree," creating a Seller account, or taking a Contract, you accept this Agreement and the following documents, each of which is incorporated by reference: the Seller Code of Conduct, Rating and Deactivation Policy (the "Code of Conduct"); the Calling Compliance Policy; the Call Recording Consent and Disclosure; the Payment and Payout Terms; the Payment Processing Terms; the Platform Terms of Service; and the Privacy Policy (together with this Agreement, the "Platform Terms"). The current version of each is published at telu.re/legal.
1. Definitions
Capitalized terms have the meanings below. Terms defined in the Payment and Payout Terms and the Calling Compliance Policy have the same meanings here.
1.1 "All-Party Jurisdiction" means a state or territory that the Call Recording Consent and Disclosure classifies as requiring the consent of every participant before a telephone call may be recorded, transcribed, or otherwise captured.
1.2 "Booking" means a meeting between a Prospect and a Company that you report through the Platform after the Prospect agrees on a call to attend it, and for which Telure sends the Prospect a calendar invitation.
1.3 "Call Record" means, for each dial placed through the Dialer, the route data (number dialed, time, duration, answering-machine detection result, outcome, and Seller Note if any) and, for a Recorded Call only, the audio, transcript, and AI summary.
1.4 "Company" means a business that has accepted the Client Agreement and posts one or more Contracts on the Platform.
1.5 "Company Guardrails" means the limits a Company sets in a Contract on the use of its name, products, pricing, materials, and the phrasing by which callers may describe their relationship to the Company.
1.6 "Contract" means a posting by a Company on the Platform that describes the Prospects to be called, the meeting the Company wants booked, the Qualification Bar, the Company Guardrails, and the Contract Price.
1.7 "Contract Price" means the amount a Company pays Telure for each Held Meeting under a Contract, inclusive of the Platform Fee.
1.8 "Contract Rating" means the rating Telure assigns to a Contract under the Code of Conduct.
1.9 "Dialer" means the Telure softphone through which every call under a Contract is placed.
1.10 "Dispute Window" means the 48 hours following the scheduled end time of a Booking, as moved by any reschedule under the Payment and Payout Terms.
1.11 "Held Meeting" means a Booking whose scheduled end time has passed and that the Company has not successfully disputed within the Dispute Window.
1.12 "List" means the set of Prospect records that Telure builds for a Contract. The List is the only set of numbers that may be dialed under that Contract.
1.13 "Minimum Seller Payout" means $200.00.
1.14 "One-Party Jurisdiction" means a state or territory that the Call Recording Consent and Disclosure classifies as permitting a telephone call to be recorded with the consent of one participant.
1.15 "Platform" means the Telure website, Seller application, Dialer, Company portal, and related services.
1.16 "Platform Fee" means the portion of the Contract Price that Telure retains on each Held Meeting, calculated at the Platform Fee Rate shown to you when you take the Contract.
1.17 "Platform Fee Rate" means the percentage of the Contract Price that Telure retains, set for each Seller-Contract pairing as described in Section 8.5.
1.18 "Prospect" means a person at a business on a List whom you call under a Contract.
1.19 "Qualification Bar" means the criteria, stated in a Contract, that a Prospect must meet for a Booking with that Prospect to count under the Contract.
1.20 "Recorded Call" means a call placed through the Dialer while the Recording Path is on, as determined under Section 9.
1.21 "Recording Path" means the Dialer function that captures audio, produces a transcript, and generates an AI summary of a call.
1.22 "Seller Note" means a written note about a call that you enter in the Dialer.
1.23 "Seller Payout" means the amount Telure pays you for a Verified Booking, calculated under Section 8.4.
1.24 "Seller Rating" means the rating Telure assigns to you under the Code of Conduct.
1.25 "Verification Window" means the 24 hours after Telure sends the calendar invitation for a Booking.
1.26 "Verified Booking" means a Booking that has been verified under Section 8.2 or deemed verified under Section 8.3.
2. Eligibility and Admission
2.1 Eligibility. To be a Seller you must, at all times:
(a) be at least 18 years old; (b) be authorized to work in the United States; (c) have a valid Social Security number, Individual Taxpayer Identification Number, or Employer Identification Number; (d) hold a bank account at a United States financial institution in your own name or the name of your business entity; (e) reside in the United States in a state listed as an eligible Seller state in Schedule A to the Calling Compliance Policy; (f) complete identity verification through the Platform's identity verification provider; and (g) once Telure's background screening program is in effect, complete a background check and meet the Screening Standards that Telure publishes.
2.2 Admission. Telure admits Sellers at its discretion. Telure may maintain a waitlist, admit Sellers from it in any order and at any rate, and end the waitlist at any time. Neither this Agreement nor any Platform Term is amended by the opening or closing of a waitlist.
2.3 Your Account. You may hold one Seller account. You must provide accurate, current, and complete information when you register and keep it current, including your residential address, which the Dialer uses to apply recording rules under Section 9. You are responsible for all activity under your account and for keeping your credentials secure. You may not transfer your account or let anyone else use it.
2.4 Operating Through an Entity. If you provide services through a business entity you own, you may register the entity as the payee. You remain personally bound by this Agreement, and the entity is bound as if it had signed.
3. Nature of the Relationship
3.1 Independent Contractor. You provide services under this Agreement as an independent contractor. Nothing in this Agreement or in your use of the Platform creates an employment, partnership, joint venture, or franchise relationship between you and Telure, or between you and any Company.
3.2 What Telure Does Not Control. Telure does not set your working hours, require any minimum amount of activity, assign Contracts to you, require you to take any Contract, require a script, or evaluate the effort you put in. You decide whether, when, how often, and for how long to use the Platform. You decide which Contracts to take and may decline any Contract for any reason or none. You decide how to conduct a call within the Company Guardrails and the law.
3.3 No Exclusivity. You may provide sales, calling, or any other services to anyone else, including businesses that compete with Telure or with any Company, before, during, and after your use of the Platform.
3.4 Your Business. You supply your own computer, internet connection, workspace, and any other equipment or expense needed to use the Platform. You are not entitled to wages, overtime, benefits, workers' compensation coverage, unemployment insurance, or expense reimbursement from Telure. You are responsible for all taxes on amounts Telure pays you and for any licenses your own business requires.
3.5 Authority. You have no authority to bind Telure or any Company, to accept payment on behalf of either, or to make any commitment on behalf of either beyond booking a meeting within the Company Guardrails. Your authority to identify yourself as calling for a Company is the limited authority the Company grants in the Client Agreement, described in Section 6.2.
3.6 Company Guardrails Are Not Control. Company Guardrails protect a Company's name and materials. They limit what may be represented about the Company; they do not direct how you work.
4. Contracts
4.1 Posting and Release. Companies post Contracts. Telure releases each Contract to Sellers in an order that may depend on Seller Ratings, as described in the Code of Conduct.
4.2 Taking a Contract. When you take a Contract, the Platform shows you the Contract Price, the Platform Fee Rate that applies to you for that Contract, the resulting Seller Payout per Verified Booking, the Qualification Bar, the Company Guardrails, and the Company's recording and identification settings. By taking the Contract you accept those terms for it.
4.3 Rate Holds for the Contract. The Platform Fee Rate and Seller Payout shown when you take a Contract apply to every Booking you make under that Contract, regardless of any later change to your Seller Rating, the Contract Rating, or Telure's standard rates.
4.4 Company Pause or Cancellation. A Company may pause or cancel a Contract at any time. When a Contract is paused or cancelled, no further dials may be placed under it. Bookings made before the pause or cancellation remain on the calendar, and any Seller Payout that has become due for them is paid under Section 8.
4.5 Leaving a Contract. You may stop working a Contract at any time. Bookings you have already made remain on the calendar and are paid under Section 8.
4.6 Telure's Right to Remove Contracts. Telure may pause, remove, or decline to release any Contract, including for non-payment by the Company, for a Contract Rating that continues to fall, or because Telure determines the Contract is consumer-facing, unlawful, or otherwise unsuitable for the Platform.
5. Calling Through the Platform
5.1 Dialer Only. Every call you make under a Contract must be placed through the Dialer to a number on the Contract's List. You may not call a Prospect from any other phone or service, import your own contacts, or dial any number not on the List.
5.2 No Off-Platform Contact. You may not contact a Prospect outside the Platform about a Contract, the Company, or the meeting, by any means, at any time, except as the Company expressly permits in its Company Guardrails.
5.3 Calling Compliance Policy. You will comply with the Calling Compliance Policy, which includes the calling window, attempt limits, do-not-call handling, and jurisdiction rules. The Dialer enforces many of these rules automatically; you are responsible for the rest.
5.4 Do Not Call. If a Prospect asks not to be called again, in any words, you will honor the request immediately, mark it in the Dialer, and not call that Prospect again under any Contract.
5.5 Blocked Jurisdictions. Telure does not build Lists that include Prospects located in the jurisdictions listed as blocked in Schedule A to the Calling Compliance Policy. If a Prospect tells you they are located in a blocked jurisdiction, you will end the call politely and mark it in the Dialer.
6. Identification and Representations on Calls
6.1 Telure Is Not Named. You will not name Telure, describe the Platform, or refer to any marketplace on a call.
6.2 Identify the Company Only. You will identify yourself by your own name as calling for the Company, using only the Company name and materials the Company has authorized in the Client Agreement and the Company Guardrails. You may describe yourself as calling for, on behalf of, or as part of the sales effort of the Company. You will use any specific phrasing the Company sets in its Company Guardrails.
6.3 Employment Status. If a Prospect asks directly whether you are an employee of the Company, you will not state or imply that you are. You may say that you are on the Company's sales team, that you work with the Company, or that you are calling on the Company's behalf, and you may direct the Prospect to the Company for anything else.
6.4 Truthfulness. You will not make any statement about a Company, its products, pricing, or the meeting that is false, misleading, or outside the Company Guardrails. You will not offer anything the Company has not authorized. You will not create false urgency or pressure a Prospect.
6.5 Company Materials. You may use a Company's name, product descriptions, and materials only as provided through the Platform and only for calls under that Company's Contracts. You may not copy, export, or retain them.
7. Bookings
7.1 What You May Book. You may report a Booking only when the Prospect has agreed on the call to attend a meeting with the Company at a stated time. You will book only Prospects who meet the Qualification Bar to the best of your knowledge from the call.
7.2 Calendar Invitation. When you report a Booking, Telure sends a calendar invitation to the Prospect's business email address as it appears on the List. You may not change the invitation address, add a different address, or send your own invitation.
7.3 Seller Note. For every Booking, you will enter a Seller Note in the Dialer describing what the Prospect agreed to and anything the Company should know before the meeting. For a Booking made on a call that was not a Recorded Call, your Seller Note is the only account of the call the Company will receive, and it must be accurate and complete.
7.4 Reschedules. If a Prospect reschedules through the invitation, the Booking moves to the new time. The Dispute Window moves with it.
8. Payment
8.1 Payment and Payout Terms. The Payment and Payout Terms and the Payment Processing Terms govern how you are paid. This Section summarizes the terms that most affect you and controls if it conflicts with a summary elsewhere.
8.2 Verification. A Booking becomes a Verified Booking when the Prospect accepts the calendar invitation Telure sent under Section 7.2.
8.3 Deemed Verification. If the Prospect has not accepted the invitation by the end of the Verification Window, the Booking is deemed a Verified Booking when its Dispute Window closes without an upheld dispute.
8.4 Seller Payout. For each Verified Booking, Telure pays you the Contract Price less the Platform Fee, and never less than the Minimum Seller Payout, except on a Contract that Telure prepared for a Company and that is priced under $400.00, the Minimum Contract Price in the Payment and Payout Terms, where no minimum applies (a Composed Contract under Section 2.4 of the Payment and Payout Terms). The Seller Payout on any Contract is shown to you before you take it. If the Platform Fee at the applicable Platform Fee Rate would reduce your payout below the Minimum Seller Payout, the Platform Fee is reduced so that you receive the Minimum Seller Payout.
8.5 Platform Fee Rate. Telure's standard Platform Fee Rate is 50% of the Contract Price. Telure sets the Platform Fee Rate for each Seller-Contract pairing by adjusting the standard rate for the combined risk indicated by your Seller Rating and the Contract Rating. A stronger Seller Rating lowers the rate; a weaker one raises it. Rate changes apply only to Contracts you take after the change, as provided in Section 4.3.
8.6 When Payout Is Initiated. Telure initiates your Seller Payout through the Platform's payment processor when a Booking becomes a Verified Booking. Funds arrive on the schedule of the payout method you select under the Payment Processing Terms.
8.7 Tax Information Required. Telure does not initiate any payout until a valid taxpayer identification number has been collected and verified through the payment processor's onboarding.
8.8 No Offset for Ordinary Disputes. A Seller Payout for a Verified Booking is yours. If a Company later disputes the meeting, and the dispute is upheld, Telure does not recover, offset, withhold, or claw back the payout.
8.9 No Recovery or Offset. Telure does not recover a Seller Payout once it is made, does not require it to be repaid, and does not offset one Seller Payout against another, including where a Booking resulted from fraud or from Misconduct as defined in the Code of Conduct. The only Seller Payout Telure does not make for a Verified Booking is one not yet made for a Booking that Telure determines, after review under the Code of Conduct, resulted from fraud or Misconduct; while that review runs, your account is suspended under the Code of Conduct. This Section 8.9 is the only basis on which a payout may be withheld.
8.10 Non-Verified Bookings. No Seller Payout is due for a Booking that never becomes a Verified Booking, including a Booking with an upheld dispute before deemed verification under Section 8.3.
9. Recording, Transcription, and Use of Call Data
9.1 How the Recording Path Is Set. Before each dial, the Dialer determines whether the Recording Path is on or off for that call. The Recording Path is off for a call if either (a) your state of residence, as recorded in your account, is an All-Party Jurisdiction, or (b) the area code of the number being dialed is assigned to an All-Party Jurisdiction. Otherwise the Recording Path is on. The Dialer records which rule it applied to each call in the Compliance Log.
9.2 Your Consent to Recording. You consent to Telure recording, transcribing, analyzing, and summarizing every call you place through the Dialer while the Recording Path is on. You understand that your consent is the consent of a participant to the call, that Telure relies on it in One-Party Jurisdictions, and that the Recording Path will not be on for any call unless both ends of the call are in One-Party Jurisdictions as determined under Section 9.1.
9.3 Calls on Which the Recording Path Is Off. When the Recording Path is off, the Dialer captures no audio, produces no transcript, and performs no automated analysis of the content of the call. Only the route data and your Seller Note are kept.
9.4 No Other Recording. You will not record, transcribe, or capture the contents of any call under a Contract by any means other than the Dialer, on either path.
9.5 No Disclosure Script. Telure does not require you to announce recording on a call. If a Company's Guardrails include a disclosure, you will use it.
9.6 How Call Records Are Used. Telure uses Call Records to verify Bookings, resolve disputes, assign Seller Ratings and Contract Ratings, enforce the Platform Terms, meet legal obligations, and improve the Platform. You consent to Telure using the audio, transcripts, summaries, and Seller Notes from your calls, together with the decks and materials the Platform shows you during calls, to train and improve Telure's own models and features, including features that adapt call materials in real time. Telure does not sell Call Records or share them with any third party other than the Company whose Contract the call was under, the Platform's service providers acting on Telure's behalf, and as required by law.
9.7 What the Company Receives. For each dial under its Contract, the Company receives the route data. For a Recorded Call, the Company also receives the audio, transcript, and AI summary. For a Booking, the Company receives your Seller Note. The Company does not receive the identity of any Prospect who did not book.
9.8 Keeping Your Address Current. Because Section 9.1 depends on your state of residence, you will keep your residential address current in your account. Entering an address in a state where you do not reside in order to change how the Recording Path is set is Misconduct under the Code of Conduct.
10. Ratings
10.1 Seller Rating. Telure assigns and updates your Seller Rating based on outcomes and conduct as described in the Code of Conduct, including Verified Bookings, Held Meetings, upheld disputes, compliance events, and substantiated Company complaints. Trends carry more weight than any single event.
10.2 Uses. Your Seller Rating determines the order in which Contracts are released to you and the Platform Fee Rate offered to you on new Contracts. It is shown to you in your dashboard. It is not shown to Companies, and Contract Ratings are not shown to Sellers.
10.3 Not Supervision. Ratings measure outcomes and conduct. They do not measure, and Telure does not track, your hours, effort, or activity level.
11. Non-Circumvention
11.1 Restricted Period. For twelve months after the last day you work any Contract of a Company (the "Restricted Period"), you will not provide outbound calling, appointment-setting, or lead-generation services to that Company outside the Platform unless (a) the Company has paid Telure the Non-Circumvention Release Fee described in the Payment and Payout Terms, or (b) Telure has waived it in writing.
11.2 Automatic Release. The restriction in Section 11.1 ends automatically at the end of the Restricted Period.
11.3 You Never Pay. The Non-Circumvention Release Fee is owed by the Company alone. Nothing in this Agreement requires you to pay Telure anything for accepting work from a Company, and Telure will not seek damages from you for a Company's failure to pay.
11.4 What Is Not Restricted. Section 11.1 does not restrict you from accepting employment or any other role with a Company, working for any other business, or providing any service other than those described in Section 11.1. Telure does not enforce a non-compete.
11.5 Remedy. Telure's remedies against you for a breach of Section 11.1 are deactivation under Section 12 and the equitable relief described in Section 20.3(c).
12. Suspension and Deactivation
12.1 Grounds. Telure may deactivate your account for:
(a) fraud, including any Booking you knew the Prospect had not agreed to; (b) repeated violation of a compliance gate in the Calling Compliance Policy; (c) a substantiated Company complaint about your conduct on a call; (d) a Seller Rating below the Rating Floor published in the Code of Conduct; (e) conduct that damages Telure's reputation with Companies or Prospects; (f) a breach of this Agreement or a Platform Term that, if capable of cure, you have not cured within the time Telure states in its notice; or (g) loss of eligibility under Section 2.1.
12.2 Process. Except where Telure reasonably believes that continued access poses an immediate risk to Prospects, Companies, or the Platform, Telure will give you written notice of the ground and a reasonable opportunity to respond before deactivating your account, as described in the Code of Conduct.
12.3 Suspension for Review. Telure may suspend your account while it reviews suspected fraud or Misconduct. During a suspension you cannot take Contracts or place calls. Telure will complete the review and notify you of the outcome within the time stated in the Code of Conduct.
12.4 Effect on Payouts. Deactivation or suspension does not affect any Seller Payout for a Verified Booking except as provided in Section 8.9.
12.5 Your Deactivation. You may close your account at any time from your dashboard. Bookings you have already made remain on the calendar and are paid under Section 8.
13. Confidentiality and Data
13.1 Confidential Information. Lists, Prospect data, Company materials, Company Guardrails, Contract Prices, Platform Fee Rates, Call Records, and non-public information about the Platform are Telure's or the relevant Company's confidential information. You will use it only to perform under this Agreement and will not disclose, copy, export, or retain it.
13.2 No Scraping or Export. You will not scrape, download, screenshot for retention, or otherwise extract Lists or Prospect data from the Platform.
13.3 Security. You will take reasonable steps to keep Prospect data secure and will notify Telure promptly at security@telure.co if you become aware of unauthorized access to it.
13.4 Survival. Section 13 survives for three years after your account closes, and for Prospect data, for as long as you hold any.
14. Intellectual Property
14.1 The Platform. Telure and its licensors own the Platform, the Dialer, the deck and material adaptation features, the Lists, and all improvements to them. You receive a limited, revocable, non-exclusive, non-transferable license to use the Platform to perform under this Agreement and for no other purpose.
14.2 Seller Notes. You grant Telure a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and modify your Seller Notes and other content you enter in the Platform for the purposes described in Section 9.6.
14.3 Feedback. Telure may use any suggestion you give about the Platform without obligation to you.
14.4 Restrictions. You will not reverse engineer, interfere with, or attempt to access any part of the Platform you are not authorized to use.
15. Representations and Warranties
You represent and warrant that:
(a) the information you provide to Telure is accurate and complete; (b) you meet and will continue to meet the eligibility requirements in Section 2.1; (c) you are not subject to any court order, agency order, or agreement that prohibits you from making outbound sales calls or from providing the services described in this Agreement; (d) your performance under this Agreement does not and will not breach any agreement you have with anyone else; and (e) you will comply with all laws that apply to your performance under this Agreement.
16. Indemnification
You will defend, indemnify, and hold harmless Telure and its officers, directors, and employees from third-party claims, and the resulting losses, costs, and reasonable attorneys' fees, arising out of (a) your fraud or Misconduct, (b) your knowing or willful violation of law, or (c) your breach of Sections 5, 6, or 13. Telure will notify you promptly of any claim and may participate in the defense with its own counsel at its own expense. You may not settle a claim in a way that imposes obligations on Telure without Telure's written consent.
17. Disclaimers
The Platform is provided "as is." Telure does not warrant that the Platform will be uninterrupted or error-free, that any Contract will be available to you, that any Prospect will book or attend a meeting, or that you will earn any particular amount. Telure does not verify the accuracy of Company materials or Company Guardrails. To the fullest extent permitted by law, Telure disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
18. Limitation of Liability
18.1 Exclusions. To the fullest extent permitted by law, Telure will not be liable to you for lost profits, lost opportunities, or indirect, incidental, consequential, special, or punitive damages, however arising.
18.2 Cap. Telure's total liability to you arising out of or relating to this Agreement and the Platform will not exceed the greater of (a) the Seller Payouts Telure paid you in the twelve months before the event giving rise to the claim and (b) $500.
18.3 Carve-Outs. Sections 18.1 and 18.2 do not limit liability for Telure's fraud or willful misconduct, for Seller Payouts that are due and unpaid under Section 8, or for any liability that cannot be limited by law.
19. Term, Modification, and Termination
19.1 Term. This Agreement begins when you accept it and continues until your account is closed by you or by Telure.
19.2 Modification. Telure may modify this Agreement or any Platform Term by posting the new version at telu.re/legal and notifying you by email or in the Platform at least 14 days before it takes effect, except that changes required by law or that reduce Telure's rights may take effect on posting. Continuing to use the Platform after the effective date accepts the modification. A modification does not change the Platform Fee Rate or Seller Payout on a Contract you have already taken, and a modification to Section 20 does not apply to a dispute for which either party has already given notice under Section 20.6.
19.3 Effect of Termination. On termination, your license under Section 14.1 ends and you will stop using the Platform. Sections 3, 8.8 through 8.10, 9.6, 11, 13, 14.2, 16, 17, 18, 20, and 21 survive, along with any payment obligation that accrued before termination.
20. Dispute Resolution and Arbitration Agreement
Please read this Section carefully. It requires you and Telure to resolve disputes through binding individual arbitration rather than in court, and it waives class and representative proceedings. You may opt out under Section 20.9.
20.1 Agreement to Arbitrate. You and Telure agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform Terms, your use of the Platform, your relationship with Telure, or the classification of that relationship, whether based in contract, tort, statute, or any other legal theory, and whether arising before or after you accepted this Agreement (a "Dispute"), will be resolved by binding individual arbitration.
20.2 Federal Arbitration Act. This Section 20 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. You and Telure agree that this Agreement involves interstate commerce. If the Federal Arbitration Act is found not to apply, the arbitration law of the state in which you reside applies, and this Section 20 remains enforceable to the fullest extent that law permits.
20.3 Exceptions. Section 20.1 does not apply to:
(a) an individual claim that qualifies for small claims court in the county where you reside, so long as it stays in that court and is not brought on a class or representative basis; (b) a charge or complaint filed with a federal, state, or local government agency, including the National Labor Relations Board, the Equal Employment Opportunity Commission, or a state labor or unemployment agency, although any monetary recovery from Telure for the matter is subject to arbitration to the extent the law permits; or (c) an action by either party in a court of competent jurisdiction for temporary or preliminary injunctive relief to protect intellectual property, confidential information, or Prospect data pending arbitration.
20.4 Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this Section 20, including any claim that all or part of it is void or voidable, except that a court decides any dispute about Section 20.5.
20.5 Class and Representative Action Waiver. You and Telure agree that each 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. The arbitrator may not consolidate more than one person's claims or preside over any form of class, collective, or representative proceeding, and may award relief only to the individual party seeking it and only to the extent necessary to provide relief warranted by that party's individual claim. If this Section 20.5 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by a court, and the remaining claims will be arbitrated.
20.6 Notice and Informal Resolution. Before starting an arbitration, the party asserting a Dispute will send the other a written notice describing the Dispute and the relief sought. Notice to Telure goes to legal@telure.co with the subject line "Notice of Dispute." Notice to you goes to the email address on your account. For 30 days after the notice, you and Telure will try in good faith to resolve the Dispute informally, including by a telephone or video conference at either party's request. If the Dispute is not resolved in that time, either party may file an arbitration demand.
20.7 Rules and Administration. The arbitration will be administered by the American Arbitration Association ("AAA") under the AAA rules in effect on the date the demand is filed that govern disputes between a business and an individual providing services to it (currently the AAA Employment/Workplace Arbitration Rules), as modified by this Section 20, regardless of how the relationship between you and Telure is characterized. The AAA rules are available at adr.org. If the AAA is unavailable, the parties will agree on another administrator, and if they cannot, a court will appoint one.
20.8 Arbitrator, Location, and Relief. One neutral arbitrator will decide the Dispute. The arbitrator will be a retired judge or an attorney with at least ten years of experience in the type of dispute at issue. The hearing will be held in the county where you reside or by video conference, at your election. The arbitrator will apply the substantive law of Section 21.1 and applicable statutes of limitations, may award any individual relief a court could award, will decide dispositive motions, and will issue a written decision stating the essential findings and conclusions. Judgment on the award may be entered in any court of competent jurisdiction.
20.9 Opt-Out. You may opt out of this Section 20 by sending an email to legal@telure.co with the subject line "Arbitration Opt-Out," stating your full name and the email address on your Seller account, within 30 days after you first accept this Agreement. Opting out does not affect any other part of this Agreement or your standing on the Platform, and Telure will not treat an opt-out as a factor in any decision about you. If you opt out, Disputes will be resolved in court under Section 21.2, and the waiver in Section 20.5 still applies to the extent the law permits. An opt-out from an earlier version of this Agreement carries forward.
20.10 Fees and Costs. If you start the arbitration, you will pay a filing fee equal to the lesser of the AAA filing fee and the fee you would pay to file a civil action in the state court of general jurisdiction in your county. Telure will pay all other AAA filing, administrative, and arbitrator fees. If Telure starts the arbitration, Telure pays all such fees. Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law or finds that a claim was frivolous or brought for an improper purpose.
20.11 Coordinated Filings. If 25 or more arbitration demands are filed against Telure by or with the assistance of the same law firm or coordinated counsel raising similar claims within 90 days, the demands will be administered in batches of no more than 25, with a separate arbitrator and separate fees for each batch, and the batches will be heard sequentially. The parties will work with the AAA to select a sample of demands to proceed first and will stay the remainder pending the results, after which they will mediate the remaining demands in good faith before any further batch proceeds. This Section 20.11 does not authorize class or collective proceedings.
20.12 Confidentiality of Proceedings. The arbitration, including its existence, is confidential, except that either party may disclose it to the extent necessary to enforce an award, to comply with law, or to their own advisors.
20.13 Severability. If any part of this Section 20 other than Section 20.5 is found unenforceable, it will be severed and the remainder enforced. If Section 20.5 is found unenforceable as to an entire Dispute, then Section 20 does not apply to that Dispute, which will be resolved in court under Section 21.2.
21. General
21.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except that Section 20 is governed by the Federal Arbitration Act. Nothing in this Section displaces any law of the state where you reside that applies to you regardless of the parties' choice of law.
21.2 Venue. For any Dispute that is not subject to arbitration, and subject to Section 20.3(a), the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there. Telure will not object to a court in the state where you reside hearing a claim you bring if Section 20 does not apply to it.
21.3 Notices. Telure will send notices to the email address on your account. You will send notices to Telure at legal@telure.co. Notices are effective when sent, and a notice sent to a party's email address is deemed received on the next business day.
21.4 Assignment. You may not assign this Agreement. Telure may assign it to an affiliate or a successor to its business, including by conversion, merger, or sale of assets.
21.5 Entire Agreement; Order of Precedence. The Platform Terms are the entire agreement between you and Telure about the Platform. If they conflict, the order of precedence is: this Agreement; the Payment and Payout Terms; the Payment Processing Terms; the Code of Conduct; the Calling Compliance Policy; the Call Recording Consent and Disclosure; the Platform Terms of Service; the Privacy Policy.
21.6 Severability. If any provision of this Agreement other than Section 20.5 is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in effect.
21.7 Waiver. A party's failure to enforce a provision is not a waiver of it.
21.8 Electronic Acceptance. You agree that your electronic acceptance of this Agreement has the same effect as a handwritten signature, and that Telure may keep a record of your acceptance, including the version accepted, the date, and your IP address.
21.9 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
21.10 Interpretation. Headings are for convenience. "Including" means "including without limitation."
Acceptance. By clicking "I agree," you confirm that you have read this Agreement, that you understand Section 20, and that you accept the Platform Terms. Telure records the version number above with your acceptance.