Effective Date: September 15, 2026
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 20 AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. IF YOU DO NOT OPT OUT AS DESCRIBED IN SECTION 20.9, YOU AND TELURE EACH GIVE UP THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE READ SECTION 20 CAREFULLY. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THIS AGREEMENT WITHOUT ANY EFFECT ON YOUR ABILITY TO USE THE PLATFORM.
This Telure Seller Agreement (this "Agreement") is entered into between Telure, Inc., a Delaware corporation ("Telure"), and the individual or entity accepting this Agreement ("Seller," "you," or "your"). This Agreement takes effect when you accept it electronically and continues until terminated under Section 18.
Telure operates an online marketplace through which businesses post opportunities to perform outbound sales work and independent sales professionals choose which of those opportunities, if any, to pursue. Telure is not a party to the underlying commercial relationship between a Client and its Prospects, does not sell the Clients' goods or services on its own account, and does not direct or control the manner in which you perform.
1. Definitions
1.1 Capitalized terms used but not defined in this Agreement have the meanings given in the Telure Platform Terms of Service.
1.2 "Client" means a business that posts a Contract Listing on the Platform.
1.3 "Client Funding Account" means the prefunded balance a Client is required to maintain under the Telure Payment, Escrow and Payout Terms.
1.4 "Contract Listing" or "Listing" means a Client's posting describing the Sales Services sought, the Conversion definition, the Conversion Payout, the verification method, and any Listing-specific requirements.
1.5 "Conversion" means the outcome defined in a Listing that entitles a Seller to a Conversion Payout.
1.6 "Conversion Payout" means the amount payable to you for a Verified Conversion, as stated in the applicable Listing.
1.7 "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.
1.8 "Platform" means the Telure website, the Telure applications, the in-app calling tools, and the related APIs and services.
1.9 "Platform Fee" means the Client Charge minus the Conversion Payout, charged to the Client and expressed as 30% of the Client Charge.
1.10 "Policies" means the Telure Platform Terms of Service, the Telure Privacy Policy, the Telure Calling Compliance Policy, the Telure Call Recording Consent and Disclosure, the Telure Seller Code of Conduct, Rating and Deactivation Policy, and the Telure Payment, Escrow and Payout Terms, each as amended from time to time.
1.11 "Prospect" means a person or business you contact in performing Sales Services.
1.12 "Sales Services" means the outbound sales activity you elect to perform under a Listing, including outbound calling, appointment setting, video meetings, and related follow-up.
1.13 "Seller Materials" means call recordings, call transcripts, dispositions, notes, Prospect contact records, and other data generated through your use of the Platform.
1.14 "Telure Rating" means the performance score described in the Telure Seller Code of Conduct, Rating and Deactivation Policy.
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. Independent Contractor Relationship
2.1 Status. You are an independent contractor. You are not an employee, joint employee, agent, partner, joint venturer, or franchisee of Telure or of any Client, and nothing in this Agreement creates any of those relationships. You are engaged in an independent trade, occupation, or business of the same nature as the Sales Services.
2.2 Control over your work. You alone determine whether to perform Sales Services at all, which Listings to pursue, when and for how long to work, where to work from, in what order to contact Prospects, what to say within the compliance requirements of Section 6, and the methods, techniques, and sequence you use. Telure does not set your hours, does not assign you work, does not require you to be available at any time, does not require you to accept any Listing, and does not supervise the manner in which you perform.
2.3 No exclusivity. You may perform services for any other person or business at any time, including Clients directly outside the Platform except as limited by Section 16, including competitors of Telure, and including other sales marketplaces or platforms. This Agreement contains no non-competition covenant and imposes no restriction on your ability to earn a living.
2.4 No minimums. Telure does not require you to accept any minimum number of Listings, to achieve any minimum number of Conversions, to maintain any acceptance rate or response time, to work any minimum number of hours, or to give notice before ceasing to work. Declining a Listing or ceasing to use the Platform carries no penalty.
2.5 Opportunity for profit and loss. You are compensated by outcome and not by time. Your earnings depend on your own skill, judgment, effort, efficiency, and business decisions, including which Listings you select and how you manage your own time and costs. You bear the risk of loss if the time and resources you invest do not produce Conversions.
2.6 Your own business. You are responsible for your own equipment, internet connection, telephone service, workspace, software other than the Platform tools Telure elects to make available, and all costs of performing the Sales Services. Telure does not reimburse expenses. You may engage your own helpers or assistants at your own cost and risk, provided that any person who accesses the Platform or contacts Prospects on your behalf must independently accept this Agreement and satisfy the eligibility requirements in Section 3, and you remain responsible for their acts and omissions.
2.7 No employment benefits. You are not entitled to and waive any claim to workers' compensation, unemployment insurance, health or retirement benefits, paid or unpaid leave, overtime, minimum wage, expense reimbursement, or any other benefit that Telure provides or may in the future provide to its employees.
2.8 Training and tools are optional. Any guidance, training material, script suggestion, best-practice document, or optional tool Telure makes available is offered as a resource and not as a requirement. You are free to ignore it, subject only to the compliance requirements in Section 6, which exist because the law requires them and not as a means of directing your work.
2.9 Tax and regulatory consequences. You are solely responsible for all taxes on amounts paid to you, for obtaining and maintaining any business license, registration, or permit your jurisdiction requires, and for your own compliance with laws applicable to you as an independent business.
3. Eligibility and Onboarding
3.1 To use the Platform as a Seller you must (a) be at least eighteen (18) years old, (b) be legally authorized to work as an independent contractor in the United States, (c) reside in the United States and in a jurisdiction where Telure offers Seller access, (d) have the authority to enter into this Agreement, whether individually or on behalf of an entity, and (e) not be barred from providing the Sales Services under any applicable law, order, or sanctions program.
3.2 You must register an account with accurate, current, and complete information and keep it current. One person may hold one Seller account. You may not share your account or credentials with anyone, and you may not permit anyone to perform Sales Services under your account except as permitted by Section 2.6.
3.3 Telure may condition access on completion of identity verification, tax documentation under Section 11, a payment account under Section 10, acceptance of the Policies, and a background investigation under Section 13.
3.4 Telure may decline to grant Seller access for any lawful reason, and access to the Platform is not a right.
4. Contract Listings
4.1 No obligation on either side. Telure has no obligation to make any Listing available to you, and you have no obligation to pursue any Listing made available to you. Listings may be withdrawn, paused, or modified by the Client or by Telure at any time before you commence Sales Services under them, and Listings may become unavailable because a Client's Client Funding Account is insufficient.
4.2 Listing terms control the work. Each Listing states the Conversion definition, the Conversion Payout, the verification method, the Prospect criteria, any geographic or industry scope, and any Listing-specific requirements of the Client. When you elect to perform Sales Services under a Listing, the terms of that Listing govern that engagement, together with this Agreement and the Policies.
4.3 Minimum Conversion Payout. Telure does not publish a Listing offering a Conversion Payout below two hundred dollars ($200.00) per Verified Conversion.
4.4 Listing access. Telure may make particular Listings available to particular Sellers based on Telure Rating, Seller Tier, jurisdiction, prior performance on similar Listings, background screening status, or Client-specified criteria. Access to a Listing is not a promise of any Conversion, of any amount of work, or of any earnings.
4.5 Client relationship. Your engagement to perform Sales Services under a Listing is with the Client. Telure provides the marketplace, the tools, the verification mechanism, and the payment mechanism described in the Telure Payment, Escrow and Payout Terms, and Telure administers disputes under those Terms, but Telure is not the purchaser of your services and does not resell them.
5. Performance of Sales Services
5.1 You determine how to perform. You will perform the Sales Services in a professional manner, consistent with the outcome described in the Listing.
5.2 You will contact only Prospects that meet the criteria stated in the Listing and will use Client lead data only for the Listing for which it was provided.
5.3 You will accurately report the outcome of your work through the Platform, including scheduled meetings, dispositions, and any information the Listing's verification method requires.
5.4 You will not make any representation about a Client's goods, services, pricing, affiliation, endorsement, approval, or performance that is not accurate and authorized by the Client, and you will not make any representation about Telure that is not accurate.
5.5 You will not accept payment directly from a Prospect, will not collect a Prospect's payment card, bank account, Social Security number, or other financial or government identification information, and will not process any transaction outside the Client's own systems.
5.6 You will conduct Sales Services calls through the Platform calling tools where the Listing so requires. Where a Listing permits calling by other means, the Telure Calling Compliance Policy and the Telure Call Recording Consent and Disclosure apply in full to those calls.
6. Compliance Obligations
6.1 Incorporation. The Telure Calling Compliance Policy, the Telure Call Recording Consent and Disclosure, and the Telure Seller Code of Conduct, Rating and Deactivation Policy are incorporated into this Agreement by reference and you must comply with each of them. These requirements exist because federal and state law imposes them on outbound sales calling, and they define required outcomes and prohibited conduct rather than the manner in which you work.
6.2 Core requirements. Without limiting the Telure Calling Compliance Policy, you will:
(a) identify yourself by name, identify the Client on whose behalf you are calling, and state that the purpose of the call is to sell or to arrange a meeting about the Client's goods or services, promptly upon the Prospect answering and before any sales presentation;
(b) place Sales Services calls only between 8:00 a.m. and 9:00 p.m. in the Prospect's local time;
(c) not use an automatic telephone dialing system, a predictive or auto-dialer, an artificial or prerecorded voice, an artificial intelligence voice agent, or a soundboard or avatar technology for any Sales Services call, and place every call by manually dialing or manually initiating a single number;
(d) not call any number after the Prospect has asked not to be called again, and record every such request through the Platform so that the number is suppressed;
(e) not call any number appearing on an internal suppression list, a Client suppression list, or a do-not-call list applicable to the Listing;
(f) not misrepresent any material aspect of the goods or services, the Client, the nature of the call, or your own identity, including as prohibited by 16 C.F.R. § 310.3(a)(2) and § 310.3(a)(4), which apply to business-to-business calls;
(g) comply with the recording disclosure requirements of Section 7 on every call; and
(h) not spoof, alter, or misrepresent calling line identification.
6.3 Business-to-business scope. Listings are limited to business-to-business Sales Services. You will not use the Platform to contact a Prospect at a number you know or reasonably should know is a residential line or a personal wireless number, and you will treat any number identified as personal, residential, or wireless as outside the Listing's scope unless the Listing expressly and lawfully permits it.
6.4 Your independent obligations. You are responsible for your own compliance with law. Where the law of the Prospect's jurisdiction or your own imposes a requirement stricter than this Agreement or the Policies, the stricter requirement applies to you.
6.5 Cooperation. You will cooperate promptly and in good faith with any inquiry by Telure, a Client, or a regulator concerning a call you placed, including by providing information within your possession. Telure may provide call recordings, transcripts, call detail records, and related data to a Client or to a regulator in connection with a dispute, an investigation, a legal process, or a compliance review.
6.6 Suspension for compliance risk. Telure may immediately suspend your access to the Platform or to a Listing where Telure has a reasonable belief that a compliance requirement has been violated, pending review.
7. Call Recording
7.1 You consent to the recording and retention of all Sales Services calls placed or received through the Platform calling tools, including your voice, and to Telure's and the applicable Client's access to and use of those recordings as described in this Agreement and the Telure Privacy Policy.
7.2 You will deliver the recording disclosure required by the Telure Call Recording Consent and Disclosure at the beginning of every call, in substantially the form prescribed there, before any substantive discussion.
7.3 If a Prospect objects to being recorded, you will end the call or, where the Platform provides a compliant means to do so, terminate the recording and note the objection. You will not continue a recorded call over a Prospect's objection.
7.4 You will not separately record, copy, download, or retain any call, and you will not use any personal recording device or third-party recording service in connection with the Sales Services.
8. Confidentiality
8.1 "Confidential Information" means non-public information disclosed to you by Telure or a Client in connection with the Platform or a Listing, including Client lead lists and Prospect data, Client pricing, scripts, product roadmaps, sales methodology, Conversion Payout structures for non-public Listings, and the non-public features of the Platform.
8.2 You will hold Confidential Information in confidence, will use it only to perform Sales Services under the Listing for which it was disclosed, and will not disclose it to any third party. These obligations continue for three (3) years after disclosure and, for information that qualifies as a trade secret, for as long as it remains a trade secret.
8.3 Confidential Information does not include information that is or becomes public without your breach, that you lawfully possessed without a duty of confidence before disclosure, or that you independently develop without reference to it.
8.4 On Deactivation, on termination, or on request, you will cease all use of Confidential Information and delete any copy in your possession or control.
8.5 Nothing in this Agreement prevents you from reporting a possible violation of law to a government agency, from responding truthfully to lawful process, or from discussing the terms of your engagement with any person. Nothing in this Agreement is intended to limit any right you have under 18 U.S.C. § 1833(b), which provides that an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed filing in a lawsuit or other proceeding.
9. Intellectual Property and Data
9.1 Telure property. Telure owns the Platform and all software, tools, documentation, trademarks, and content it makes available, and all improvements to them. No license is granted to you except the limited, revocable, non-exclusive, non-transferable right to access and use the Platform to perform Sales Services during the term of this Agreement.
9.2 Seller Materials. You assign to Telure all right, title, and interest you may have in the Seller Materials, including call recordings and transcripts, dispositions, Prospect contact records created or updated through the Platform, and outcome data. Telure may use the Seller Materials to operate, secure, verify, and improve the Platform, to administer disputes, to calculate the Telure Rating, to satisfy legal and recordkeeping obligations, and to provide services to Clients, subject to the Telure Privacy Policy.
9.3 Client data. As between you and the Client, the Client owns the lead data it supplies and the Prospect relationships developed under its Listing. You obtain no right to that data and may not retain, copy, export, resell, or reuse it for any purpose other than the Listing.
9.4 Feedback. If you give Telure suggestions or feedback about the Platform, Telure may use them without restriction or obligation to you.
9.5 Your own materials. You retain ownership of any sales methodology, template, or material you independently developed before or outside this Agreement, and you grant Telure a non-exclusive, royalty-free license to any such material only to the extent it is embedded in Seller Materials and necessary for Telure to exercise its rights under Section 9.2.
10. Compensation
10.1 Conversion Payout. For each Verified Conversion you earn the Conversion Payout stated in the applicable Listing. No Conversion Payout is earned for a Conversion that is not verified in accordance with the Listing's verification method and the Telure Payment, Escrow and Payout Terms.
10.2 Minimum. No Listing offers a Conversion Payout below two hundred dollars ($200.00) per Verified Conversion.
10.3 Platform Fee. Telure is compensated by the Platform Fee, which is charged to the Client and is not deducted from your Conversion Payout. The Conversion Payout stated in a Listing is the gross amount payable to you before any payment processing fee you elect to incur under Section 10.6.
10.4 Dispute Window and release. A reported Conversion becomes a Verified Conversion when the verification method is satisfied and the Dispute Window closes without a sustained dispute. Telure releases the Conversion Payout for a Verified Conversion promptly after the Dispute Window closes, in accordance with the Telure Payment, Escrow and Payout Terms.
10.5 Disputes. A Client may dispute a reported Conversion within the Dispute Window on the grounds stated in the Telure Payment, Escrow and Payout Terms. Telure adjudicates disputes under those Terms, using call recordings and Platform records. A dispute that is not sustained does not delay your Conversion Payout beyond the period stated in those Terms.
10.6 Payment method. Conversion Payouts are paid through the payment processor described in the Telure Payment Processing Terms (Stripe Connect). You must maintain a valid connected account and accurate payout details. Where Telure offers an expedited payout option, the associated processor fee is borne by you if you elect it.
10.7 No other compensation. Except for Conversion Payouts and any bonus, incentive, or guarantee Telure expressly offers in writing, you are not entitled to any compensation, commission, expense reimbursement, or payment of any kind, whether for time spent, calls placed, meetings attempted, or Conversions that are not verified.
10.8 No earnings guarantee. Telure makes no representation about the earnings you may achieve. Any earnings figure Telure publishes is illustrative or historical and is not a promise of your results.
10.9 Offset and clawback. Telure may offset against amounts otherwise payable to you any amount you owe Telure under this Agreement, and may recover a Conversion Payout that was released on the basis of a Conversion later determined to have been fabricated or procured by fraud, in each case subject to the limits stated in the Telure Payment, Escrow and Payout Terms.
11. Taxes
11.1 Telure does not withhold federal, state, or local income tax, Social Security or Medicare tax, or any other tax from Conversion Payouts, and does not pay any employer-side payroll tax on your behalf.
11.2 You must provide a valid Internal Revenue Service Form W-9 with a correct taxpayer identification number before your first payout. Telure may suspend payouts until it receives one, and may apply backup withholding where required.
11.3 Telure or its payment processor will furnish the information returns required by law for amounts paid to you.
11.4 You are solely responsible for reporting and paying all taxes on amounts paid to you, including self-employment tax, and for any estimated tax payments.
12. Telure Rating and Tiers
12.1 Telure calculates a Telure Rating for each Seller and assigns a Seller Tier as described in the Telure Seller Code of Conduct, Rating and Deactivation Policy. Ratings and Tiers affect which Listings are made available to you and the order in which they are made available.
12.2 The Telure Rating is calculated from outcome and compliance data. It does not measure your availability, your acceptance rate, your responsiveness to Telure, or the number of hours you work, and Telure does not adjust it on those bases.
12.3 You may request human review of any rating input arising from a compliance finding or a sustained dispute, as described in that Policy.
13. Background Investigation
13.1 Telure may obtain a consumer report or an investigative consumer report concerning you for the purpose of determining your eligibility to use the Platform as a Seller and your continued eligibility, and may do so before you begin and at any time while this Agreement is in effect.
13.2 Telure will provide the disclosures and obtain the authorization required by the Fair Credit Reporting Act and applicable state law before obtaining any such report, and will follow the pre-adverse action and adverse action procedures required by those laws before taking action based in whole or in part on the report.
13.3 You must notify Telure promptly if you become subject to any conviction, order, injunction, or regulatory action that would make your performance of Sales Services unlawful.
14. Insurance
14.1 You are responsible for determining whether to carry general liability, professional liability, or other insurance for your business, and for any occupational accident or disability coverage you wish to have. Telure does not provide workers' compensation coverage for you and you are not covered by any Telure policy.
14.2 Where a Listing requires you to carry specified insurance, that requirement is stated in the Listing and is a condition of performing under it.
15. Representations and Warranties
15.1 You represent and warrant that: (a) you meet the eligibility requirements in Section 3 and will maintain them; (b) all information you provide to Telure is accurate; (c) you have the right to enter into this Agreement and are not subject to any agreement that conflicts with it; (d) you will comply with all laws applicable to your performance, including the Telemarketing Sales Rule, the Telephone Consumer Protection Act, state telemarketing and mini-TCPA statutes, and federal and state call recording laws; (e) you will not perform Sales Services in any jurisdiction where doing so would require a license or registration you do not hold; and (f) you will report Conversions truthfully.
16. Non-Circumvention
16.1 What is restricted. For twelve (12) months after you last perform Sales Services under a Client's Listing, you will not knowingly solicit or accept an engagement to perform sales services of the same or substantially similar type directly from that Client, or from a Prospect you contacted under that Listing, outside the Platform, where the engagement arises from the introduction the Platform made.
16.2 What is not restricted. Section 16.1 does not restrict you from performing services for any other person or business, from performing any services through any other platform or marketplace including a competitor of Telure, from working for a Client in a role unrelated to the Sales Services, from responding to a general advertisement not directed at you, or from continuing any relationship you had with a Client or Prospect before the Platform introduced you. This Agreement contains no covenant not to compete.
16.3 Buy-out. If you wish to enter an engagement that Section 16.1 would otherwise restrict, you may do so by paying Telure a one-time fee equal to [NON-CIRCUMVENTION FEE], after which Section 16.1 no longer applies to that Client or Prospect. Telure will confirm receipt in writing.
16.4 Enforceability. If Section 16.1 is held unenforceable in any jurisdiction, it is modified to the minimum extent necessary to be enforceable there, and is unenforceable only in that jurisdiction. Section 16.1 does not apply to the extent applicable law prohibits it.
17. Indemnification
17.1 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 performance or non-performance of Sales Services, (b) your breach of this Agreement or the Policies, (c) your violation of any law, including any telemarketing, call recording, privacy, or consumer protection law, (d) any statement you made to a Prospect, (e) your misclassification claim or any claim by a taxing or labor authority arising from your assertion of employee status contrary to Section 2, to the extent permitted by law, or (f) any act or omission of any person you permit to perform under your account.
17.2 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 that imposes a non-indemnified obligation on you without your consent, which may not be unreasonably withheld.
18. Term, Suspension, and Termination
18.1 This Agreement begins when you accept it and continues until terminated.
18.2 You may terminate at any time, for any reason or no reason, with or without notice, by ceasing to use the Platform and closing your account. No penalty applies and no notice period is required.
18.3 Telure may terminate this Agreement or Deactivate your access at any time in accordance with the Telure Seller Code of Conduct, Rating and Deactivation Policy, and may terminate for convenience on seven (7) days' notice.
18.4 Immediate suspension or Deactivation may occur without prior notice where Telure has a reasonable belief of fraud, a fabricated Conversion, a violation of call recording or telemarketing law, a threat to the safety of any person, identity fraud, contact with a Prospect after a stop request, loss of an eligibility requirement, or any other ground identified as an immediate ground in that Policy.
18.5 Effect. On termination or Deactivation, your right to access the Platform ends. Conversion Payouts you have already earned for Verified Conversions remain payable and are paid in the ordinary course. Conversions reported but not yet verified are resolved under the Telure Payment, Escrow and Payout Terms. Sections 2.7, 7.1, 8, 9, 10.9, 11, 15, 16, 17, 19, 20, and 21 survive.
18.6 Appeals. You may appeal a Deactivation as provided in the Telure Seller Code of Conduct, Rating and Deactivation Policy.
19. Disclaimers and Limitation of Liability
19.1 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. TELURE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY LISTING WILL BE AVAILABLE TO YOU, THAT ANY CONVERSION WILL BE VERIFIED, OR THAT YOU WILL EARN ANY AMOUNT.
19.2 TELURE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY CLIENT OR PROSPECT, FOR THE ACCURACY OF ANY LEAD DATA A CLIENT SUPPLIES, FOR THE QUALITY OR LEGALITY OF ANY CLIENT'S GOODS OR SERVICES, OR FOR ANY CLIENT'S FAILURE TO FUND ITS CLIENT FUNDING ACCOUNT, EXCEPT AS EXPRESSLY PROVIDED IN THE TELURE PAYMENT, ESCROW AND PAYOUT TERMS.
19.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELURE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST EARNINGS, LOST OPPORTUNITY, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.
19.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELURE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL CONVERSION PAYOUTS RELEASED TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS ($100.00).
19.5 Sections 19.1 through 19.4 do not exclude or limit liability that cannot be excluded or limited under applicable law, and do not apply to Telure's obligation to release a Conversion Payout for a Verified Conversion.
20. Dispute Resolution and Arbitration
20.1 Informal resolution first. Before commencing arbitration, you and Telure will attempt to resolve the dispute informally. The party raising the dispute will send a written notice describing it and the relief sought to the other party, and the parties will confer in good faith for sixty (60) days. Notice to Telure goes to legal@telu.re and to [PRINCIPAL OFFICE ADDRESS]. This period tolls any applicable limitations period.
20.2 Agreement to arbitrate. EXCEPT AS PROVIDED IN SECTIONS 20.5 AND 20.6, YOU AND TELURE AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE POLICIES, YOUR USE OF THE PLATFORM, YOUR PERFORMANCE OF SALES SERVICES, OR YOUR CLASSIFICATION AS AN INDEPENDENT CONTRACTOR WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND NOT IN COURT. This includes claims that arose before this Agreement and claims that arise after it ends.
20.3 Rules and forum. Arbitration is administered by the American Arbitration Association under its rules applicable to the dispute, as modified by this Section. The arbitration takes place in the county where you reside, or by telephone or videoconference at your election, or on written submissions only if both parties agree. One arbitrator decides. The arbitrator may award any relief a court could award on an individual basis, including statutory damages and attorneys' fees where a statute provides for them, and the arbitrator alone decides the interpretation, applicability, and enforceability of this Section, except as stated in Section 20.4.
20.4 CLASS 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 THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. A COURT, AND NOT AN ARBITRATOR, DECIDES THE ENFORCEABILITY OF THIS SECTION 20.4. IF THIS SECTION 20.4 IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THIS ENTIRE SECTION 20 IS UNENFORCEABLE AS TO THAT CLAIM OR REQUEST FOR RELIEF, WHICH WILL PROCEED IN COURT, AND THE REMAINDER OF SECTION 20 CONTINUES TO APPLY TO ALL OTHER CLAIMS. UNDER NO CIRCUMSTANCES IS CLASS OR REPRESENTATIVE ARBITRATION PERMITTED.
20.5 Small claims. Either party may bring an individual action in small claims court if it qualifies and remains in that court.
20.6 Injunctive relief for intellectual property. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or to prevent unauthorized access to the Platform, without waiving this Section.
20.7 Costs. Telure pays all arbitration filing, administrative, and arbitrator fees that exceed what you would have paid to file the same claim in the court of general jurisdiction where you reside. Each party otherwise bears its own attorneys' fees, except where a statute or the arbitrator's award provides otherwise.
20.8 Coordinated filings. If twenty-five (25) or more substantially similar demands for arbitration are filed against Telure by or with the assistance of the same counsel or coordinated counsel within a sixty (60) day period, the demands will be administered in sequential batches of no more than fifty (50), with a single arbitrator appointed per batch, and the limitations period for all claimants in later batches is tolled while earlier batches proceed. The parties will cooperate with the administrator to implement this Section and will consider any applicable supplementary rules the administrator maintains for coordinated filings.
20.9 YOUR RIGHT TO OPT OUT. YOU MAY OPT OUT OF THIS SECTION 20 BY SENDING WRITTEN NOTICE TO legal@telu.re WITH THE SUBJECT LINE "ARBITRATION OPT-OUT," STATING YOUR NAME, THE EMAIL ADDRESS ON YOUR ACCOUNT, AND YOUR INTENT TO OPT OUT, WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THIS AGREEMENT. OPTING OUT HAS NO EFFECT ON YOUR ACCESS TO THE PLATFORM, ON ANY LISTING AVAILABLE TO YOU, OR ON ANY OTHER TERM OF THIS AGREEMENT. IF YOU OPT OUT, SECTION 21.2 GOVERNS WHERE DISPUTES ARE HEARD.
20.10 Survival. This Section survives termination of this Agreement.
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 the Federal Arbitration Act governs Section 20. Nothing in this Section deprives you of the protection of any provision of the law of the state in which you reside that cannot be waived by agreement, and any such provision applies notwithstanding this Section.
21.2 Venue if arbitration does not apply. If a dispute is not subject to Section 20, whether because you opted out or because Section 20 is held inapplicable, the dispute will be brought in the state or federal courts located in [TELURE VENUE COUNTY], [TELURE VENUE STATE], and each party consents to that jurisdiction, except where applicable law gives you the right to bring the claim where you reside, in which case you may do so.
21.3 Changes to this Agreement. Telure may amend this Agreement or the Policies. Telure will provide notice of a material change at least fourteen (14) days before it takes effect, by email to the address on your account or by notice in the Platform. Your performance of Sales Services after the effective date constitutes acceptance. If you do not accept a change, you may stop using the Platform, which carries no penalty. A change does not apply to a dispute of which Telure had written notice before the change took effect.
21.4 Notices. Telure may give notice to you by email to the address on your account, by notice in the Platform, or by mail. You give notice to Telure at legal@telu.re and, where this Agreement requires written notice, also at [PRINCIPAL OFFICE ADDRESS].
21.5 Assignment. You may not assign or delegate this Agreement without Telure's prior written consent. Telure may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
21.6 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary or, if it cannot be modified, severed, and the remainder continues in effect. Section 20.4 is governed by its own terms.
21.7 No waiver. A failure to enforce any provision is not a waiver of it.
21.8 Entire agreement. This Agreement, together with the Policies and the terms of each Listing you accept, is the entire agreement between you and Telure on its subject matter and supersedes any prior agreement or understanding.
21.9 Electronic signature and records. You consent to transact electronically, to receive all notices, disclosures, agreements, and tax documents electronically where permitted by law, and to the use of electronic signatures. Your electronic acceptance has the same effect as a handwritten signature.
21.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." Any ambiguity is not construed against the drafter.
21.11 Order of precedence. In a conflict, the order of precedence is: (a) the terms of the applicable Listing as to the scope, Conversion definition, verification method, and Conversion Payout for that engagement; (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 Seller Code of Conduct, Rating and Deactivation Policy; and (f) the Telure Platform Terms of Service.
ACCEPTANCE
By clicking to accept, by creating a Seller account, or by performing Sales Services through the Platform, you agree to this Agreement.
TELURE, INC.
By: ______________________________
Name: [FOUNDER FULL LEGAL NAME]
Title: [TITLE]
Date: ______________________________
SELLER
Signature: ______________________________
Name: ______________________________
Entity (if applicable): ______________________________
Date: ______________________________