Turbo Radiology, Inc. Terms of Service

Effective: February 19, 2026
 

Welcome to TurboRad! TurboRad provides an online and EHR-integrated solution that allows you to generate radiology reports according to the templates you and other users create (the “Platform”). TurboRad also provides certain services, including an online community to facilitate sharing and distribution of such templates (collectively with the Platform, the “Services”). 

Please read these terms of service (these “Terms”) and our privacy policy (“Privacy Policy”) carefully, as they are a legal agreement between you (together with the business entity, if any, that you represent, “you” or “your”) and Turbo Radiology, Inc. (“TurboRad”, “we”, “us” or “our”). These Terms, including our Privacy Policy, are deemed accepted by you each time that you access or use the Platform or any other Services.

BEFORE YOU CLICK ON THE “I ACCEPT” OR SIMILAR BUTTON OR ACCESS OR USE THE SERVICES, CAREFULLY READ THE TERMS AND CONDITIONS OF THESE TERMS. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT: (a) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE; AND (b) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE PLATFORM OR THE SERVICES FROM YOU ARE BOUND BY THESE TERMS. 
FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND TURBORAD ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD WITH THE SOLE EXCEPTION OF CLAIMS THAT QUALIFY FOR SMALL CLAIMS COURT (SEE SECTION 11 “DISPUTE RESOLUTION”).

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS, THEN DO NOT CLICK “I ACCEPT” OR A SIMILAR INDICATION OF AGREEMENT AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. 

1. YOUR ACCOUNT.

1.1 Orders; Accounts. In order to use the features available on the Platform, you must purchase a subscription for services via our website. When purchasing Services you are required to create an account (each, an “Account” and each Account registrant using the Platform, a “User”) and select an account type either for web-only access or for the EHR-integrated solution, as further described below. 
 

1.2 Organization Accounts. If you create an Account as an employee or agent on behalf of an organization (each, an “Organization Account”), you represent and warrant that you are authorized to bind the organization and enter into contracts on its behalf, including these Terms. More than one individual may have an Account as personnel of the same organization.

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1.3 Login Credentials. When creating an Account you must complete a registration form and creating a username and password, or we may permit you to login through a third party application (your username and password for us or for any third party application, your “Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your Account (including without limitation any financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission, so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

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1.4 Account Information. During your registration of your Account, you will give truthful information about you (such as your name, email address, physical address, phone number and payment account information) (collectively, together with the additional information referenced in this Section 1, your “Account Information”). You represent and warrant to us that your Account Information is and will remain accurate and up-to-date, and you understand that you are responsible for ensuring that your Account Information is accurate and for keeping your Account Information up to date. We may contact you to verify your Account Information from time to time and may require you to provide additional information for such purposes. 

2. THE PLATFORM; SERVICES

2.1 How it Works. The Platform provides users with the ability to generate radiology reports according to user-defined templates (“Templates”), workflow analyses and other (“Output”). Our Services also include a forum where users can share their Templates and engage in discussions with other users. 

2.2 Online and Integrated Services. You may elect to use our Services via our online Platform or by having our Services integrated with your electronic health record system (“EHR”). While you must make this election at the time you create your Account, you may change your election at any time by contacting support@turborad.com. We will provide implementation services to enable EHR-integrated Services in accordance with our then-standard terms and rates.

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2.3 No Medical Advice; User’s Medical Judgment. TurboRad does not provide medical review, assessment, advice, opinions, treatment, diagnoses or assessments of outcomes. You are solely responsible for your own medical and clinical judgment and for your use of the Services and Output. Accordingly, you have an independent duty to analyze, evaluate, examine, and verify the accuracy and completeness of any Output.

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2.4 Changes. We may change and update our Services at any time and may stop, suspend or change our Services at any time without prior notice. However, we will endeavor to give you appropriate advance notice about any major changes. Your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services.

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3. COMMUNICATIONS. 

3.1 Opt-In. Our Services enable you to sign up to receive text message (SMS/MMS) communications: (a) related to our Services (including promotional and informational messages); (b) communications from other Users, to the extent you allow such communications in your Account settings; (c) that any communications from us may also include marketing materials from us or from third parties; and (d) that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. We will confirm your messaging preferences via text message following your sign-up. You can expect to receive up to 1 message per week, but message frequency will vary depending on the nature of the conversation. 

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3.2. Opt-Out. You may opt out from receiving promotional communications, other than legally required notices, by emailing support@turborad.com or by replying to any text message you receive from us with the word “STOP” or “UNSUBSCRIBE”. Once we receive your opt-out request, we will promptly remove your number from our promotional messaging list. Please note that opting out of promotional messages will not affect your ability to receive important service-related communications, for which you can adjust your preferences in your Account management settings within our Platform. Your continued use of our services constitutes your ongoing consent to these messaging terms. You can opt-in to receiving messages again at any time by following the same initial sign-up process or texting “START” to our number from which you had received messages.

 

3.3 Help. Please contact us if you are experiencing any issues with our messaging services at support@turborad.com or you can reply to any message with the keyword “HELP”.

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3.4 Additional Terms. Message and data rates may apply; if you have any questions about your text or data plan or pricing, please contact your wireless provider. We do not guarantee that messages will be delivered without interruption or failure for any reason including, but not limited to, wireless carrier network issues.

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3.5 Privacy. If you have any questions regarding how we use or handle your data, please refer to our Privacy Policy.

4. FEES AND PAYMENT

4.1 Subscriptions; Fees. Each order for Services (“Order”) will set forth the duration of your subscription and applicable renewal subscriptions (your “Subscription Term”) fees for such Services (“Fees”). You will pay us all applicable Fees as set forth in the relevant Order. We may change the Fees for any renewal Subscription Term in our sole discretion at any time, provided that Fees will not change until the expiration of any then-current Subscription Term.

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4.2 Taxes. You are responsible to pay all applicable sales (unless you provide us with an exemption certificate), use and value-added taxes (except for taxes imposed on TurboRad’s net income) with respect to these Terms or furnish TurboRad with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments under these Terms will be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to these Terms that applicable law requires you to withhold.

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4.3 Payment Processing. We use third party payment processor services to bill and/or facilitate processing of Fees. By submitting payment account information, you grant to us and our payment processor the right to store and process your information with the third-party payment service, which may change from time to time. You agree that we may charge and the payment processor may pay to us any Fees as they become due. You agree that we will not be responsible for any failure of any third party to adequately protect such information. Any payment processor services will be subject to the payment processor’s separate terms and conditions in addition to these Terms. In no event will TurboRad be responsible for any action or omission of any payment processor, including as to whether any payment is sent or received or sent or received to a party other than the intended party. You agree that we may change the third-party payment service and move your information to other service providers.

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4.4 Third Party Service. Our Services may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice.

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4.5 Third Party Links. Our Services may contain links to third party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. Any third party site accessed from our Services is independent from us, and we have no control over the content of that site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site. You understand that use of any third party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third party sites. 

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4.6 Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (a) are not parties to these Terms; (b) have no obligation whatsoever to furnish any maintenance or support services with respect to TurboRad; (c) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (d) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party Intellectual Property Rights. 

5. USER CONTENT; RELATIONSHIPS

5.1 User Content. Our Platform allows you to upload or otherwise make available certain of your Templates and certain other information (collectively, “Content”) and access or view the Content of other Users. You acknowledge and agree that we are not required to make any of your or any other User’s Content generally available on or through our Services, and we may remove Content with or without notice at any time, in our sole discretion.

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5.2 Communication Settings. We strive to empower Users to use and customize the Platform, and have included certain User controlled options for communications, display of Content, and other settings related to other Users. You are responsible for reviewing your Content settings and adjusting any defaults to your preferences. If you would like to report a concern about any Content or communication, please contact us at support@turborad.com.

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5.3 User Comments. Users may post comments or other information regarding Templates they or other Users have made available via the Platform (“User Comments”). We may make available or otherwise use User Comments, but we are not obligated to do so, and such display or use is not an endorsement or recommendation by TurboRad. You agree that we have no responsibility for the accuracy, completeness or content of any User Comments. However, while TurboRad does not actively monitor or verify User Comments, providing false or misleading information is a violation of these Terms and may result in suspension or termination of your Account. We reserve the right to remove or redact User Comments that we determine, in our sole discretion, are in violation of these Terms or otherwise contrary to the intended environment of the Platform.

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5.4 Your User Comments. You acknowledge and agree that User Comments are a material part of the benefit of the Platform. You agree that TurboRad may make your User Comments available to other Users and that any User Comments related to you may be similarly made available to other Users. You will promptly notify us upon becoming aware of any error or inaccuracy in your own User Comments or User Comments relating to you. You may not use User Comments for any reason other than the purpose for which they were made available.

6. TERM AND TERMINATION 

6.1 Term. Your Subscription Term will commence on the effective date set forth in the applicable Order and continue until the expiration or termination of the applicable Subscription Term, unless earlier terminated as provided in these Terms.

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6.2 Termination. You may terminate these Terms at any time for any or no reason upon fifteen (15) days’ notice to TurboRad. We may terminate these Terms by providing you with notice of non-renewal at least fifteen (15) days prior to the end of the then-current Subscription Term. In the event that you terminate these Terms as set forth in this Section 6.2, we will provide you with a pro-rated refund of Fees pre-paid for services not rendered as of the effective date of termination. 

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6.3 Additional Termination Rights. Further, either party may terminate these Terms (and all Subscription Term(s)) upon written notice to the other party in the event the other party: (a) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination will occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party or such other period as the parties may agree.

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6.4 Effects of Termination. Upon expiration or termination of these Terms: (a) your license to use and access to the Services and the Platform will terminate; (b) all Order(s) will terminate; and (c) all unpaid Fees owed under these Terms will be immediately due and payable. Your Content will be deleted except for Templates which you have shared with the TurboRad community, as set forth in Section 7.6. Notwithstanding the foregoing, we may retain some or all of your Account information as permitted or required by law and in accordance with our Privacy Policy. 

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6.5 Survival of Terms. This Section 6.5and the terms and conditions set forth in these Terms that expressly or by their nature contemplate performance after these Terms terminate will survive and continue in full force and effect including provisions relating to your payment obligations, proprietary rights, arbitration, non-circumvention, indemnification, and limitations of liability. Termination of these Terms for any reason will not release you or TurboRad from any obligations accrued through the effective date of such termination that may accrue related to any act or omission prior to such termination. 

7. PROPRIETARY RIGHTS; YOUR CONTENT; PROHIBITED CONDUCT.

7.1 Ownership. As between you and TurboRad, you are the sole and exclusive owner of your Content. As between you and TurboRad, and the Platform and Services all content available through Services (other than your Content), and all Intellectual Property Rights therein, are the sole and exclusive property of TurboRad and its licensors, and all other User Content is the sole and exclusive property of such User. 

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7.2 Services License. Subject to these Terms, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, solely for your personal use and not for the benefit of any other person or entity (except in the case of an Organization Account, in which case this license grant extends to such organization), in each case, solely in the manner enabled by us. 

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7.3 Limitations; Revocation. We reserve the right at any time with or without notice, in our sole discretion and without liability, to suspend, terminate or restrict your access to any Services. Your license to use our Services is automatically revoked if you violate these Terms. 

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7.4 No Implied Licenses. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on our Services.

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7.5 Your Responsibility for Your Content. You are solely responsible for all of your Content. You represent and warrant that you own all your Content or you have all rights that are necessary to grant us the license rights in your Content set forth in these Terms. You further represent and warrant that neither your Content, nor your use and provision of your Content to be made available through our Services, nor any use of your Content by TurboRad on or through our Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

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7.6 License to Your Content. You grant to TurboRad a royalty-free, non-exclusive, irrevocable, limited right and license to copy, modify, translate, prepare derivative works of, publicly perform, publicly display, reformat and otherwise use your Content: (a) in order to provide the Services; (b) to make your Content available to Users to the extent you elect to do so via the Services, provided that if you elect to share Templates with other TurboRad Users, the license to use your Templates for such purposes will survive any expiration or termination of these Terms; (c) to analyze and improve the Platform and any other portion of the Services; (d) to compile, use and disclose aggregate or de-identified data, statistics, measurements or other metrics derived from your Content (including in combination with the aggregate or de-identified customer data of other Users) for its own purposes such that the aggregate or de-identified data does not identify you or any other individual; and (e) without limiting the foregoing (a)-(d), to improve our Services through the application of machine learning, tuning or any enhancement, modification, derivative or other improvement to the Platform in connection with the provision of any Service (“AI Improvements”) and to exploit such AI Improvements without limitation. You agree that we may extract and retain patterns from your Content processed in connection with your use of the Services which do not identify you and do not enable reconstruction of your Content (“Patterns”) and use, copy, prepare derivative works of or otherwise exploit any such Pattern to continue to improve our Services in perpetuity. Any AI Improvement arising from the Services shall be the sole and exclusive property of TurboRad.

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7.7 Limited Feedback License. You hereby grant to TurboRad, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Platform or other Services, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Services or any other products or services. Feedback is provided by you “as is” without warranty of any kind by you.

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7.8 Definition. “Intellectual Property Rights” means: all intellectual property rights or similar proprietary rights, including: (a) patent rights and utility models; (b) copyrights and database rights; (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith; (d) trade secrets; (e) mask works; and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of any of the foregoing in any jurisdiction in the world.

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7.9 Prohibited Conduct. You will not, directly or indirectly, and shall not permit any third party to: (a) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code or any underlying algorithm or idea from the Platform; (b) circumvent or violate any technical restriction of the Platform; (c) make any copies of the Platform or any Services, except as otherwise authorized herein; (d) sublicense, rent, lease, lend or host the Platform to or for other any third party; (e) attempt to unlock or bypass any initialization system, encryption method or copy protection devices or other security-related feature in the Platform; (f) alter, remove or obscure any patent, trademark or copyright notice in the Platform; (g) use components of the Platform independent of the Platform; (h) post, send, process or store infringing, obscene, hateful, harassing, threatening, libelous or otherwise unlawful or tortious material, including violating any third party’s rights using the Platform; (i) use the Platform to perform any activity which is or may violate any applicable law, or is or may be, directly or indirectly, harmful, threatening, abusive, harassing, tortious or defamatory, or to perform any activity which violates the rights of any third party; (j) publish or disclose to any third party any evaluation of any Services; (k) use the Services for any other purposes other than as permitted by these Terms including, without limitation, benchmarking or using the Services to create products or services similar to, or competitive with any Service; or (l) interfere with or disrupt the integrity or performance of the Platform. 

8. DISCLAIMERS

8.1 Disclaimer of Warranties. OUR PLATFORM AND SERVICES AND ALL CONTENT ON OR ACCESSIBLE THEREFROM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (a) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (b) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (c) DEFECTS WILL BE CORRECTED, OR (d) THAT OUR SERVICES OR THE SERVER(S) THAT MAKE THEM AVAILABLE OR THE THIRD PARTY CONTENT AND MATERIALS AVAILABLE THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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8.2 Telecommunications. When using our Services, your telecommunications carrier’s normal rates and charges apply. Unless otherwise set forth in these Terms, we are not responsible for any charges you incur from your telecommunications carrier or otherwise as a result of use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of any agreement with your telecommunications carrier.

9. LIMITATION OF LIABILITY

9.1 General Limitations. In no event will TurboRad, our affiliates, licensors or third party service providers be liable for any indirect, incidental, special, consequential, multiple or punitive damages, or any damages for lost data, profits or business opportunities, regardless of whether we have been advised of the possibility of such damages, including any such damages arising out of the licensing, provision or use of the Platform or any Services or the results therefrom, and in no event will TurboRad be liable for the cost of procurement of substitute goods or services. 

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9.2 Damages Cap. The aggregate liability of TurboRad, our affiliates, licensors and third party service providers to any User for any claim arising out of or in connection with these Terms will not exceed the lesser of: (a) $1,000; and (b) the aggregate fees received by TurboRad under the Order under which the claim arose, in the six (6) month period preceding the date of the event giving rise to the claim. 

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9.3 Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you but shall instead apply to the maximum extent permitted by law.

9.4 Essential Purpose. You acknowledge that the limitations of liability set forth in this Section 9 are an essential basis of the bargain described in these Terms and that, were TurboRad to assume any further liability, the fees payable in connection with use of the Platform would out of necessity, be set much higher. The limitations in this Section 9 shall apply to the maximum extent permitted by applicable law and shall apply even if an exclusive or limited remedy stated herein fails of its essential purpose.

10. INDEMNIFICATION

10.1 By using our Services, you hereby agree to indemnify TurboRad and our affiliates and our respective officers, directors, employees and agents (collectively, “Indemnified Parties”) and defend and hold the Indemnified Parties harmless from and against any damages, losses, fines, penalties, liabilities, and all costs and expenses of defense (including interest, court costs, attorneys’ fees or other expenses of litigation) suffered, incurred or sustained by the Indemnified Parties arising out of or relating to any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand (collectively, “Claims”) brought by a third party which Claims arise out of or relate to: (a) your provision of any Content; (b) use of the Platform by you or on your behalf; (c) your failure to comply with these Terms; or (d) your violation of any rights of a third party, including any right of privacy, publicity rights or Intellectual Property Rights.

11. DISPUTE RESOLUTION. 

11.1 Arbitration. You agree that, except as set forth in this Section 11, any dispute, claim or controversy arising out of or in connection with any of our Services, including the Platform, and/or our Privacy Policy (each, for the purposes of this Section 11, a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction. This Section 11 provision will survive any termination of these Terms, including in the event that TurboRad ceases to provide the Services.

11.2 Small Claims. Subject to the satisfaction of all applicable requirements of small claims court, you or TurboRad may seek to have a Claim resolved in small claims court. You or TurboRad bring a Claim in a small claims court in the jurisdiction in which you reside or in the small claims court in closest proximity to your residence. You may also bring a Claim in small claims court in the State of California, USA.

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11.3 U.S. Federal Arbitration Act. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in court. Arbitration may permit more limited discovery than a court proceeding, and is subject to very limited review by courts. However, the same damages and relief that a court can award can be awarded by arbitrators. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 11. You also agree that you and TurboRad each hereby expressly waive the right to participate in a class action. 

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11.4 Notice of Claim. In the event that you elect to seek to have a Claim arbitrated, you are required to first send TurboRad’s registered agent a written notice of your Claim (“Notice of Claim”). Your Notice of Claim should be sent in care of Zen Business. Your Notice of Claim should include your mailing address and your email address that we may use to contact you. If TurboRad elects to seek to have a Claim arbitrated, we will send a written Notice of Claim to the address that we have on file for you by certified mail. Any Notice of Claim must include enough information for us to identify you and attempt to resolve your Claim, including both a description of the nature and basis of your Claim, any supporting documentation, and the specific amount of damages or other relief you are seeking. 

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11.5 Informal Dispute Resolution. You and TurboRad agree that following a Notice of Claim sent by you or TurboRad and before arbitration commences or the Claim is filed in any small claims court, you and TurboRad will negotiate in good faith to resolve the Claim prior to any arbitration or court proceeding. You agree to personally participate fully in such discussions, and you may be represented by counsel in the discussions. Similarly, TurboRad agrees to have a representative participate fully in the discussions. During any period of informal dispute resolution as set forth in this Section 11.5, the statute of limitations and any filing fee deadlines will be suspended for the duration of such discussions.

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11.6 Commencement of Arbitration. If the parties are unable to resolve any claims within sixty (60) days despite good faith efforts, then either you or we may start arbitration or small claims court proceedings. You agree that you may not commence any arbitration or file a Claim in small claims court unless and until sixty (60) days have elapsed following TurboRad’s receipt of your Notice of Claim. If an arbitration is commenced for a Claim that qualifies for small claims court, you and TurboRad agree that either you or TurboRad may elect to have the Claim resolved in small claims court instead and that, upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. In the event of a dispute regarding whether a Claim qualifies for small claims court, such small claims court, and not an arbitrator, will resolve the dispute and the arbitration proceeding will remain closed unless and until a decision by such small claims court that the Claim should proceed in arbitration. A form of notice and a form to initiate arbitration are available for download at www.adr.org or by calling 1-800-778-7879. 

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11.7 Arbitration Rules. The arbitration of all disputes will be administered by the AAA under its rules in effect at the time the arbitration is commenced, available at www.adr.org or by calling 1-800-778-7879, except to the extent any of those rules conflict with our agreement in these Terms, in which case these Terms will govern to the extent of the conflict. Except as you and TurboRad otherwise agree, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

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11.8 Arbitrator Selection. The arbitrator will be either: (a) a retired judge; or (b) an attorney specifically licensed to practice law in the state of Delaware or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators, as follows: (i) the AAA will send the parties a list of five (5) candidates meeting the foregoing criteria; (ii) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within ten (10) days, striking up to two (2) candidates, and ranking the remaining candidates in order of preference; (iii) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (iv) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. All arbitrators appointed pursuant to this process are subject to the disclosure and disqualification procedures set forth in the AAA rules and any applicable laws. The arbitrator is bound by these Terms. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

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11.9 Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a representative of TurboRad shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

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11.10 Decision of Arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. TurboRad will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration (a “Demand for Arbitration”) was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of these Terms.

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11.11 Injunctive Relief. Unless you or TurboRad seek to have a Claim resolved in small claims court, the arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. If you seek injunctive or declaratory relief, you agree that the arbitrator may award injunctive or declaratory relief in favor of you alone, and only to the extent necessary to resolve your individual Claim. 

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11.12 Payment of Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If you initiate an arbitration, you are required to pay AAA’s initial filing fee, but TurboRad will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in the State of Delaware. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and TurboRad will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or TurboRad and you and TurboRad waive any objection to such fee modification.

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11.13 No Representative Proceedings. You and TurboRad agree that each may bring Claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected an arbitration, unless both you and TurboRad otherwise agree, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If TurboRad believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that TurboRad may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section 11 (Dispute Resolution) shall be null and void.

12. MISCELLANEOUS

12.1 Changes to these Terms. We may amend, modify or replace these Terms and any other policies and agreements we make available in connection with these Terms at any time by posting a revised version on the Services. We will provide reasonable advance notice of any amendment that includes a material decrease of your rights or increase of your obligations (a “Material Change”) by posting the updated Terms on the Services and providing notice on the Services and Platform or by email, and at least thirty (30) days’ notice if the change involves an increase to applicable fees. We may not provide any advance notice for changes that are temporary or otherwise not a Material Change. Any revisions to the Terms are effective as of the indicated effective date. No modification or amendment to these Terms will be binding on TurboRad unless they are agreed in writing (email does not suffice) signed by a duly authorized representative of TurboRad, or posted on our website and Services by TurboRad. Your continued use of our Services after a revised version of these Terms has been posted on the Services constitutes your binding acceptance of the revised Terms.

 

12.2 Waiver of Rights. TurboRad’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly qualified agent of TurboRad. 

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12.3 Currency. The Platform operates in, and all Project-related dollar amounts, are in United States dollars and all payments made in connection with the Platform or any Project will be in United States dollars. You are solely responsible for reviewing and accepting any foreign currency conversion terms that may be applicable to you and your transactions. 

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12.4 Successors and Assigns; Binding Effect. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns.

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12.5 Independent Contractor Status. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other. 

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12.6 Entire Agreement; Amendment; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on the Services. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

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12.7 Jurisdictional Issues. We make no representation that information on our Services is appropriate or available for use outside of the United States of America. Those who choose to access our Services from outside such market do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having your Login Credentials and any personal information that you provide to us transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy. 
 

12.8 Governing Law. These Terms, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth herein.

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If you have any questions about these Terms, please contact us at support@turborad.com.