TurboPass Terms of Service

Updated: June 24, 2024

TurboPass is a platform provided and operated by TurboPass Corporation, a Delaware corporation (“TurboPass”, “we”, “us” and/or “our”) that provides the websites located at https://www.turbopassreport.com/ or https://app.turbopasspoi.com (collectively, the “Site”) that offers a technology-based and consumer-authorized Consumer Data (as defined below) verification service designed to make it easier for business clients of TurboPass (“Commercial Users”) to verify and monitor certain identifying information of a prospective or current consumer (“Consumer”) for the sole purpose of facilitating or processing a consumer-requested transaction between a Consumer and Commercial User (collectively, such services, including any new features and applications, together with the Site, the “Services”). Portions of the Services are publicly available to all visitors to the Site, whereas other portions of the Services are available only to registered users. These Terms of Service (the “Terms”) apply to visitors and registered users (collectively, the “Users”).

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES (SECTION 8), LIMITATION OF LIABILITY (SECTION 9), AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 11). PLEASE READ IT CAREFULLY.

By connecting to and using the Site or Services, you agree to be bound by all of the terms and conditions set forth herein.

1. TurboPass Account Creation and Access Credentials
   1. 1.1 Account Creation
      1. Consumer Access Credentials. If you are a Consumer, you may only access the Services once you authorize a Commercial User to request electronic verification (“Verification Request”) of certain information pertaining to your identity, assets or deposits, employment or payroll data, insurance, and/or utility account information (“Consumer Data”), and you receive access credentials relating to each Verification Request a Commercial User submits to you through the Services (“Access Credentials”). By using the Services, you expressly authorize TurboPass and our agents to access the third-party websites designated by you or on your behalf in order to retrieve the Consumer Data that you specify and provide such Consumer Data to the Commercial User or its authorized lender, finance partner, and/or any secondary market investor that may be assigned to your requested transaction. You further acknowledge and agree to appoint TurboPass and its agents as your agent for this limited purpose, with full power and authority to perform acts necessary in connection with such purpose. By using your account log-in credentials to log into your applicable Consumer Data provider accounts through our Services, you: (i) expressly permit TurboPass and its agents to process such request and use the information submitted by you to accomplish the foregoing during the Monitoring Period (as defined below); (ii) grant us permission to access your applicable Consumer Data and all information contained therein, including but not limited to transactional and account balance information for a period of up to twenty-four (24) months; (iii) permit continuous access to your applicable Consumer Data provider accounts for the duration of the time period selected by the Commercial User with whom you are entering into a requested transaction (the “Monitoring Period”) for any permissible purpose relating to or authorized pursuant to these Terms or otherwise described herein; and (iv) grant our data suppliers permission to retain certain account access information in order to comply with consumer disclosure requests as provided by section 609 (a) (1) of the Fair Credit Reporting Act. You agree that the third-party account providers of your Consumer Data shall be entitled to rely on the foregoing authorization and agency granted by you. You understand and agree that this Service is not endorsed or sponsored by any third-party account providers accessible through such Service.YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO EXERCISE SOUND JUDGMENT AND COMMON SENSE WHEN DEALING WITH INDIVIDUALS YOU DON’T KNOW AND WHEN DECIDING WHETHER AND WITH WHOM TO SHARE YOUR CONSUMER DATA, AND YOU AGREE THAT YOUR INTERACTIONS WITH SUCH INDIVIDUALS, INCLUDING YOUR ACCESS TO AND USE OF THE SERVICES, IS AT YOUR OWN RISK. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT NEITHER TURBOPASS, NOR ITS DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES ARE RESPONSIBLE OR LIABLE TO YOU FOR ANY ACTIONS TAKEN OR DECISIONS MADE BY ANY INDIVIDUAL WITH WHOM YOU HAVE SHARED YOUR CONSUMER DATA. YOU ACKNOWLEDGE AND AGREE THAT WHEN TURBOPASS OR ITS AGENTS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY WEBSITES, INCLUDING YOUR APPLICABLE CONSUMER DATA ACCOUNT PROVIDERS, TURBOPASS AND ITS AGENTS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT IN ORDER TO COMPLY WITH CONSUMER DISCLOSURE REQUIREMENTS OF THE FAIR CREDIT REPORTING ACT, A TURBOPASS DATA SUPPLIER MAY BE REQUIRED TO RETAIN ACCESS TO YOUR ACCOUNTS FOR A PERIOD OF THREE YEARS. You may choose to have this access terminated by contacting TurboPass at [email protected] wherein TurboPass shall request removal of your access permission from the data supplier. Upon execution of such request, you may be required to provide your account access information for such applicable third-party account providers to complete a future request for Consumer disclosure. Nothing in this section, including the existence of this section, shall limit any of your obligations as otherwise described in these Terms.
      2. Commercial User Accounts. If you are accessing the Services as an employee, contractor or authorized agent of a Commercial User, you are required to create a TurboPass account (“Account”) by submitting certain minimum information, including but not limited to your legal name, phone number, email address, job title, company legal name, company legal address, company phone number, payment information on behalf of your company, and any other materials or information that we may reasonably require.
      3. User Representations & Warranties. By accessing the Services, you represent and warrant that (a) you are of legal age to form a binding contract; (b) you are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdictions; (c) you have not relied on any promises or representations not expressly made herein; (d) you possess the full right, power, and authority to enter into these Terms and to carry out your obligations hereunder; (e) you do not know of any impediments that would prevent us from complying with our obligations under these Terms; and (f) the information you provide to us is and will be accurate, current and complete information at all times during the Term. We reserve the right to suspend or terminate your Account (for Commercial Users), your Access Credentials (for Consumers) or your access to the Services if any information provided to us proves to be untrue, inaccurate, not current, or incomplete.
   2. 1.2 Security and Access Activities. You are solely responsible for maintaining the confidentiality of your Account and password (for Commercial Users) or your Access Credentials (for Consumers) and you agree to accept responsibility for all activities that occur under your Account or Access Credentials. You agree never to use another person’s Account or Access Credentials, or information for any purpose. If you discover any unauthorized use of your Account or Access Credentials, or other known related security breach, you must report it to us immediately. TurboPass and its directors, officers, agents, employees, suppliers, licensors or affiliated companies, cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
   3. 1.3 Commercial User Obligations and Additional Representations & Warranties. If you are an Commercial User, you represent and warrant that (a) you will request and use the Services strictly in accordance with all laws, rules and regulations applicable to you, including but not limited to the federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et. seq. (FCRA), and all laws with respect to the collection, distribution, or use of any information on consumers, including any applicable state consumer reporting laws, as may be amended from time to time (collectively, “Applicable Laws”), and comply with all requirements of the FCRA applicable to you or your Commercial User, including any restrictions related to medical information; (b) you will request and use the Services solely to the extent necessary to effect or process a single transaction with an applicable Consumer, and only with respect to the transaction involving the Consumer as to whom such information is sought; and (c) you will not request any information through the Services or use the Services for purposes prohibited by Applicable Laws. You further represent and warrant that you will access or use the Services solely for one or more of the following purposes, and for no other purpose (each, an “Authorized Purpose”): (i) in connection with a credit transaction involving the Consumer on whom the information is to be furnished and involving the extension of credit to, or review or collection of an account of, such Consumer; (ii) in connection with a business transaction that is initiated by the Consumer; or (iii) to review your account with such Consumer to determine whether the Consumer continues to meet the terms of their account. If a Consumer makes a timely request of you, you or your organization may share the Consumer Data reports obtained through the Services with the Consumer without charge and only after authenticating the Consumer’s identity, consistent with any applicable TurboPass policy. We shall provide you with our contact information and the applicable transaction or report number (or similar reference) in writing, which you shall include in all adverse action notices, as applicable. You acknowledge that you have received a copy of the “Notice to Users of Consumer Reports: Obligations Under the FCRA” (“Notice”) from TurboPass at our website turbopasspoi.com/noticetousers. Copies of the Notice are also available directly from the Consumer Financial Protection Bureau (CFPB) at www.consumerfinance.gov. You further represent and warrant that you will comply with all requirements under Applicable Laws in ordering and using the Services, and that you are solely responsible for your compliance with such Applicable Laws.
2. License Grant; Reservation of Rights
   1. 1. 2.1 License Grant. Subject to these Terms, TurboPass grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access the Services through your Account or Access Credentials (as applicable), including the content, information, and related materials that may be made available to you therein, strictly in accordance with these Terms and all applicable laws, rules, and regulations. No right, title, or interest in or to the Services or any content therein is transferred to you. You are responsible for all of your activity in connection with the Services.
      2. 2.2 Reservation of Rights. All rights not expressly granted herein are reserved by TurboPass. We reserve the right to modify, suspend or discontinue all or any aspect of the Services to anyone for any reason at our sole discretion, with or without any notice. We also reserve the right to modify, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database, or content), whether temporarily or permanently at any time for any reason. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services. We may also, in our sole discretion: (a) log out of or cancel Accounts or Access Credentials that are unverified or have been inactive for a substantial period of time; (b) delay, refuse to display, or remove content; and (c) take technical and/or legal steps to limit or prevent any User’s use of the Services, including imposing limits on certain features of the Services or restricting access to parts or all of the Services, in each case without notice or liability.
      3. 2.3 Prohibited Conduct. You understand and agree that you will not use the Services to engage in the prohibited conduct below:
         1. You shall not use the Services for any illegal or fraudulent purpose, or in violation of any local, state, national, or international law, rule, or regulation;
         2. You shall not use the Services for purposes of competitive analysis, the development of a competing product or service, development or use of any third-party applications that interact with our Services without our prior written consent, or any other purpose that is to our commercial disadvantage or assist any other party to perform any of the foregoing;
         3. You shall not post, store, send, transmit, or disseminate any information or material which pertains or belongs to any other party or which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
         4. You shall not share or disseminate any part of your Account log-in or Access Credentials, including but not limited to any secure verification keys that may be sent to you in order to verify your identity or your accounts with third-party websites;
         5. You shall not attempt to use any method to gain unauthorized access to any features of the Services, including but not limited to creating a secondary Account after having previously been suspended from the Services;
         6. You shall not directly or indirectly decipher, decompile, remove, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
         7. You shall not directly or indirectly modify, translate, or otherwise create derivative works of any part of the Services;
         8. You shall not directly or indirectly license, copy, sell, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or commercially exploit the Services, in whole or in part;
         9. You shall not harvest or collect information about other Users without their consent;
         10. You shall not directly or indirectly take any action that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of TurboPass or any third party;
         11. You shall not directly or indirectly take any action that imposes or may impose (as determined by TurboPass in its sole discretion) an unreasonable or disproportionately large load on TurboPass infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Service; run any form of auto-responder or “spam” on the Services; or use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
         12. You shall not create a false identity on the Services, misrepresent your identity, impersonate any person or entity (including any employee or representative of TurboPass), create, use, or attempt to use an Account or Access Credentials for anyone other than you, or sell or otherwise transfer your Account or Access Credentials;
         13. You shall not use the Services in any way that (i) contains any threat of violence to others; (ii) is in furtherance of illegal activities; (iii) is harassing, hateful, libelous, defamatory, abusive, or constitutes spam; or (iv) is pornographic, predatory, sexually graphic, racist, offensive, harmful to a minor, or would otherwise violate the rights of any third party or give rise to civil or criminal liability.

   If for any reason we determine that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.

3. Service Availability. You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for any reason including, without limitation, system down time for routine maintenance. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Services or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned. You hereby agree that we cannot be held liable to you or any third party should we exercise our right to modify, suspend or discontinue the Services.
4. Commercial User Licensure Requirements and Fees (COMMERCIAL USERS ONLY)
   1. 4.1 Commercial User Licensure and Maintenance. Commercial User acknowledges and agrees that at all times during the Term, Commercial User shall hold and maintain any and all relevant authorizations, certifications and licenses required to comply with all necessary requirements that may apply under Applicable Laws, including but not limited to requirements necessary to provide auto financing to Consumers (“Commercial User Requirements”). Commercial User acknowledges and agrees that TurboPass reserves the right, at any time in our sole and reasonable discretion, to deactivate Accounts or otherwise restrict use or access of the Services if Commercial User fails to meet the requirements set forth in these Terms. Commercial User further acknowledges and agrees that it is solely responsible for keeping current, valid, and accurate Commercial User Requirements. TurboPass reserves the right to suspend or refuse to reactivate any and all Commercial User Accounts associated with such Commercial User, or their access to the Services, until Commercial User’s compliance with such Commercial User Requirements is verified in accordance with these Terms.
   2. 4.2 Commercial User Subscription Plans and Fees. TurboPass charges Commercial Users fees to access the Services during the Term based on the paid subscription plan selected by the Commercial User.
      1. Limited Free Trial. TurboPass may offer Commercial Users a free trial and provide access to the Services. If your Commercial User does not opt out of a paid subscription after free trial period, the Commercial User’s payment method will be charged under the TurboPass Standard Plan for automatically renewing one (1) month terms until Commercial User makes a written request to terminate access to the Services.
      2. Paid Subscription. TurboPass charges Commercial Users fees for access to the Services on a monthly recurring basis based on the paid subscription plan selected by the Commercial User. Commercial Users are solely responsible for any fees or costs incurred in connection with, and for paying any applicable income, sales, or other taxes that it may be subject to, as a result of using the Services (excluding only taxes on TurboPass’ gross income). TurboPass subscription plan pricing, and the included bundled services for each TurboPass subscription plan, can be found at https://www.turbopassreport.com/pricing/ and are subject to change due to platform enhancements at the discretion of TurboPass.
   3. 4.3 Methods of Payment. Commercial Users must provide a payment method to be used for monthly billing prior to receiving access to the Services. Any amounts not paid by an Commercial User in a timely manner may accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, beginning on the date such amounts are due and payable and continuing until such time as such amounts are paid in full. If payment fails or if a payment method is expired, Commercial Users will be notified by TurboPass and access to the Services may be suspended until payment is received. Payment processing services are provided by our authorized third-party payment processors. By using our Services as an Commercial User, you agree to be bound by the terms of our Privacy Policy or the terms and conditions applicable to such third-parties, which may be modified from time to time. Commercial Users are solely responsible for providing and maintaining accurate, current and complete payment information at all times during the Term. You further agree to provide information about you (as an Commercial User) and/or your Commercial User, and authorize us to share such information and relevant transaction information with our authorized payment processors, for the purposes of facilitating your access of the Services. TurboPass reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion in accordance with these Terms and our Privacy Policy.
5. Confidentiality and Proprietary Rights
   • 5.1 Confidentiality and Non-Disclosure. You acknowledge and agree that you may obtain or access certain information, whether oral, written, or electronic, and whether identified as “Confidential” or “proprietary” or which you know, or have reason to know or should have known under the circumstances should be treated as confidential or proprietary, regarding the business of TurboPass, including but not limited to TurboPass Content (collectively, “Confidential Information”). You acknowledge and agree that you shall strictly preserve the confidentiality of all Confidential Information at all times and in all respects and that you shall use the Confidential Information solely in connection with the performance of your obligations under these Terms (the “Approved Purposes”). You will not, directly or indirectly, publish, disseminate, divulge, disclose or use the Confidential Information in any manner whatsoever other than for the Approved Purposes; provided, however, that you may disclose Confidential Information: (a) solely to the extent which TurboPass gives its prior written consent; (b) as required under applicable law, regulation or legal process that you give TurboPass prompt notice of any such request prior to making any such disclosure, if legally permissible; and (c) if you are an Commercial User, to your affiliates and your directors, officers, employees, agents or advisors who are bound by written obligations or other binding nondisclosure obligations no less restrictive than these Terms (“Representatives”).
   • 5.2 Non-public Personal Information. If you are an Commercial User, you acknowledge and agree that you may receive or obtain access to certain non-public personal information, records, files or documents of individuals (“Nonpublic Personal Information”). You and your Representatives agree to keep all Nonpublic Personal Information received or accessed pursuant to these Terms confidential and not disclose or use such Nonpublic Personal Information in any manner whatsoever other than for the Approved Purposes. Further, you agree to maintain all such Nonpublic Personal Information in accordance with the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. §6801 et seq. and all other applicable federal and state privacy laws and implementing regulations (collectively, the “Privacy Laws”), and you shall not reproduce, disseminate, utilize or take any other action in connection with the Nonpublic Personal Information except as permitted by the Privacy Laws and as reasonably necessary to perform your obligations under these Terms. Commercial Users further agree to implement and maintain appropriate measures designed to: (a) ensure the security and confidentiality of Nonpublic Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of Nonpublic Personal Information; and (c) protect against unauthorized access to or use of Nonpublic Personal Information.
   • 5.3 TurboPass Content and Proprietary Rights. Through the Services, we may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “TurboPass Content”). TurboPass Content is protected in many ways, including copyrights, trademarks, service marks, and other rights and laws. You agree to respect all legal notices, information, and restrictions contained in any content accessed through the Services, including in any TurboPass Content. You also agree not to change, translate, or otherwise create derivative works based off TurboPass Content. You have a limited, revocable, non-exclusive, non-transferable license to access the Services and use the TurboPass Content solely for the legally permitted activities as outlined in these Terms.
6. Third-Party Sites
   • 6.1 Third-Party Sites. The Services may permit you to link to other websites or resources on the internet. Links on the Services to third party websites, if any, are provided only as a convenience to you. If you use these links, you will leave the Services. The inclusion or integration of third-party services or links does not imply control of, endorsement by, or affiliation with TurboPass. Your dealings with third parties are solely between you and such third parties. You agree that we will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk.
7. Term and Termination
   • 7.1 Term. Subject to this section, these Terms will remain in full force and effect while you use the Services, until terminated by you when you cease using the Services or cancel your Account, or by us as set forth in this section.
   • 7.2 Termination by User. You may terminate this agreement by cancelling your Account through your account settings or by sending us an email to [email protected].
   • 7.3 Termination by TurboPass. We may suspend or cancel your Account or Access Credentials without notice to you if you violate these Terms, or for any reason at all, including but not limited to (a) circumstances where we reasonably believe that you have violated the terms of these Terms or other incorporated policies or guidelines, (b) requests by law enforcement or other government agencies, (c) extended periods of your inactivity, (d) our reasonable suspicion or confirmation that you have engaged in fraudulent or illegal activities, and/or (e) if you are an Commercial User User, for nonpayment of any fees or expenses owed in connection with the Services.
   • 7.4 Effect of Termination. Upon termination, your license to access our Services terminates and you must cease all access and use of the Services. TurboPass may at its own discretion remove and/or purge your Account data and any other information obtained by us in connection with providing the Services to you. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, confidentiality and nondisclosure obligations, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. For the avoidance of doubt, we may retain certain information in our backups, archives and disaster recovery systems until such information is deleted in the ordinary course of business. Termination will not limit any of our rights or remedies at law or in equity. TurboPass will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or Access Credentials.
8. DISCLAIMER OF WARRANTIES

   THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ARE PROVIDED TO USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TURBOPASS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TURBOPASS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT TURBOPASS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TRUTHFULNESS, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES. FURTHER, TURBOPASS SHALL NOT BE LIABLE FOR ANY BUSINESS DECISIONS MADE OR IMPLEMENTED BASED ON ANY AUTO DEALER’S USE OF THE SERVICES.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY.

   IN NO EVENT SHALL TURBOPASS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, USE OR INABILITY TO USE THE SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER,, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING ANY OTHER USER; OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT OF THE FEES PAID BY YOU TO TURBOPASS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, TURBOPASS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

    You agree to indemnify, defend, and hold harmless TurboPass and its directors, officers, and employees from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, as a result of any third-party claim arising from or relating to your use or misuse of the Services or your breach of these Terms, including but not limited to your violation of any applicable law, rule, or regulation or the rights of a third party.

11. Dispute Resolution, Binding Arbitration, and Class Action Waiver.

    PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

    • 11.1 Initial Dispute Resolution. For any problem or dispute that you may have with us, you understand and agree that you will first give us an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you agree that you shall first send us a written description of your problem or dispute within thirty (30) days of the occurrence of the event giving rise to the problem or dispute by sending an email to: [email protected] or by mail to the address listed below. You then agree to negotiate with us in good faith about your problem or dispute for sixty (60) days. If you and TurboPass do not resolve any dispute by informal negotiation within sixty (60) days of receipt of a written description of the dispute, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in Sections 11.2 or 11.3. YOU AND TURBOPASS ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act.
    • 11.2 Binding Commercial Arbitration (COMMERCIAL USERS ONLY). Except as provided in Section 11.5, if a Commercial User and TurboPass are unable to reach an agreed upon solution under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in force, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
    • 11.3 Binding Consumer Arbitration (CONSUMERS ONLY). Except as provided in Section 11.5, if a Consumer User and TurboPass are unable to reach an agreed upon solution under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Consumer Arbitration Rules (the “AAA”) then in force, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
    • 11.4 Location. The seat of any arbitration arising under this Section 11 shall be Austin, Texas.
    • 11.5 Class Action Waiver. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR TURBOPASS WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
    • 11.6 Exceptions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, you agree that TurboPass may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect its rights or property pending the completion of arbitration.
    • 11.7 Statute of Limitations. To the maximum extent permitted by law, you and TurboPass permanently and irrevocably waive the right to bring any claim in any forum unless the party bringing the claim provides the other party with written notice of the dispute within two (2) years of its occurrence by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail. TurboPass’s address for Notice is: 12274 Bandera Rd Suite 218, Helotes, TX 78023. The written notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
    • 11.8 30-Day Right to Opt-Out You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to us at [email protected]. The notice must be sent within thirty (30) days of your first use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
    • 11.9 Changes to this Section. We will provide thirty (30) days’ notice of any changes to this section. Changes will become effective on the 30th day, and will apply prospectively only to any claims arising after the 30th day. The Agreement and the relationship between you and TurboPass shall be governed by the laws of the State of Texas without regard to conflict of law provisions.
12. Miscellaneous
    • 12.1 Assignment. These Terms are personal to you, and you may not assign, transfer, sub-license, sub-contract, charge or otherwise encumber any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this section shall be null and void.
    • 12.2 Entire Agreement. These Terms, and all terms and policies posted through our Services, including our Privacy Policy, constitutes the entire agreement between you and TurboPass with respect to the subject matter contained in these Terms, and supersedes all prior or contemporaneous understandings and agreements of the parties, whether written or oral, with respect to the Services. Additional terms and conditions may exist between you and third parties, including but not limited to, our third-party service providers and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties under these Terms.
    • 12.3 Force Majeure. Neither you nor TurboPass, nor our respective suppliers, shall be liable for any delay or failure in performance under these Terms (other than for payment obligations hereunder for Commercial Users) if and to the extent that such delay or failure is caused by events beyond the reasonable control of such person including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, computer downtime, software defects, material or component shortages, supplier failures, embargoes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delay, fire, earthquakes, flood, epidemics, riots or strikes.
    • 12.4 Geographic Restrictions. The Services are based in the state of Texas in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access the Services in certain states or outside of the United States and that access thereto may not be legal by certain persons, in certain states, or in certain countries. If you access the Services from certain states or from outside the United States, you are responsible for compliance with local laws.
    • 12.5 Governing Law. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions.
    • 12.6 Modification. We reserve the right, at our sole discretion, to amend, modify or replace these Terms, including the Privacy Policy, at any time. The most current version of these Terms (with the revision date stated) will be made available through the Site. In the event that we make material changes to these Terms, we will notify you by displaying a prominent notice on the Site or by sending an email to the email address affiliated with your Account. Updated versions of these Terms will never apply retroactively and the updated Terms will give the exact date they go into effect. It is your responsibility to check the Site periodically for changes to these Terms. Use of the Services by you following any modification to these Terms constitutes your acceptance of these Terms as modified. Without limiting our ability to refuse, modify, or terminate all or part of our Services, we may also terminate these Terms at any time for any reason, at our sole discretion, by giving notice of such termination.
    • 12.7 Relationship of the Parties. Except as otherwise expressly provided herein, your use of our Services does not create an agency, employment, joint venture, franchise or partnership relationship between you and TurboPass. You further acknowledge and agree that you have no authority to bind TurboPass in any manner and you shall not hold yourself out as an employee, agent, or authorized representative of TurboPass.
    • 12.8 Severability. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
    • 12.9 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, the terms of these Terms shall govern.
    • 12.10 Contact. If you have any questions about these Terms, requests for technical support, and other communications related to the Services, or if you need to report any violations of these Terms, please contact us at [email protected].