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Term of Service

 

1. Introduction

These Terms of Service («Terms,» «Agreement») pertain to the utilization of Turbodoc’s Services by you («Customer,» «User,» «your,» or «you»). This Agreement establishes a legally binding contract between the User and the Turbodoc web service («Turbodoc,» «we,» «us,» or «our»).

BEFORE UTILIZING THE SERVICES OFFERED BY TURBODOC, PLEASE THOROUGHLY REVIEW THESE TERMS OF SERVICE.

Terms not explicitly defined herein bear the same significance as attributed to them in the Terms of Service and/or the Privacy Policy.

IT IS IMPORTANT TO ACKNOWLEDGE THAT THIS AGREEMENT INCORPORATES A MANDATORY CUSTOMER ARBITRATION CLAUSE, BINDING DISPUTES TO INDIVIDUAL ARBITRATION AND LIMITING AVAILABLE REMEDIES FOR CERTAIN DISPUTES. ANY DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT, OR THE SERVICES RENDERED BY US MUST BE RESOLVED THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS. FOR FURTHER DETAILS, PLEASE REFER TO SECTION 13.7. ALSO, TAKE NOTE OF THE AUTO-RENEWAL CLAUSE DETAILED IN SECTION 8.1 TO FULLY UNDERSTAND YOUR RIGHTS AND OBLIGATIONS UNDER THE AUTO-RENEWAL PROVISION.

2. Acceptance of the Terms of Service

BY CREATING AND REGISTERING AN ACCOUNT ON OUR WEBSITE, LOCATED AT www.turbodoc.io  («WEBSITE»), THROUGH THE MUTUAL EXECUTION OF ONE OR MORE ORDER FORMS REFERENCING THESE TERMS (EACH AN «ORDER»), OR BY ACCESSING OR UTILIZING THE SERVICE IN ANY MANNER, YOU EXPLICITLY AGREE TO ABIDE BY THESE TERMS. THIS AGREEMENT, ENCOMPASSING ALL ORDER FORMS, CONSTITUTES THE BINDING CONTRACT («AGREEMENT»), SUPERSEDING ANY OTHER TERMS. YOU AFFIRM AND GUARANTEE THAT (A) YOU ARE AT LEAST 18 YEARS OLD; (B) YOU POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) IF YOU ARE REPRESENTING AN ORGANIZATION OR ENTITY, YOU ASSERT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IN SUCH INSTANCES, THE TERMS «CUSTOMER,» «YOU,» AND «YOUR» PERTAIN TO SAID ENTITY AND ITS AFFILIATES. SHOULD YOU LACK THE AUTHORITY OR DISAGREE WITH THE TERMS OF THIS AGREEMENT, YOUR ACCESS TO AND USE OF THE SERVICES IS NOT PERMITTED. IF THIS AGREEMENT IS CONSTRUED AS AN OFFER, ACCEPTANCE IS EXPLICITLY CONFINED TO THE STIPULATED TERMS.

3. Service & License

3.1 Services. Turbodoc furnishes its «Services» to its customers. For the purposes of this Agreement, «Services» refers to the software services supplied by Turbodoc to the customer, as fully outlined in the corresponding «Order» (as defined in Section 3.3). Upon receipt of the applicable fees (outlined in the Order) from the customer, Turbodoc will make commercially reasonable efforts to ensure the availability of the Services to the customer, in accordance with the terms outlined in this Agreement and the relevant Order.

3.2 License for Turbodoc Services. Turbodoc hereby grants the customer a limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable right to access and utilize the Services for the duration of the Term (as defined in Section 8.1). The customer’s use of the Services is authorized exclusively for internal business purposes and is subject to compliance with any additional limitations and restrictions specified in the relevant Order.

3.3 Order. In this Agreement, an «Order» is defined as an order form or a similar document (including, but not limited to, an online order form) detailing the Services provided and the corresponding fees payable by the customer to Turbodoc. The Order may also specify terms related to service levels (if applicable). In case of any conflict between the Order and the Terms of Service, the Order will take precedence.

3.4 Trials. If the customer is accessing or using the Service on a trial or evaluation basis as specified in the corresponding Order (the «Trial»), such usage must adhere to the service levels outlined in the Order. The customer acknowledges that the Trial is provided on an «as-is» basis, without indemnification, support, or warranties. Additional restrictions and terms may apply, as specified in the corresponding Order. FOR THE PURPOSE OF THE TRIAL, THE SERVICE IS PROVIDED «AS-IS» WITHOUT ANY REPRESENTATIONS, WARRANTIES, AND/OR INDEMNITIES.

3.6 No-fee Access. If the customer is accessing or using the Service on a no-fee basis (the «Limited Use«), usage must not exceed the Service levels specified on the Turbodoc website for Limited Use. The customer acknowledges that Limited Use is provided on an «as-is» basis, without indemnification, support, or warranties. Furthermore, the customer acknowledges that Turbodoc reserves the right to terminate Limited Use at any time and for any reason or modify the applicable terms by publishing a notice on the Turbodoc website.

3.7 Support Services. During the Term, Turbodoc may provide customers with support services («Support Services»). The customer acknowledges that such Support Services may be subject to additional fees as outlined in the applicable Order. Details regarding Support Services, if provided by Turbodoc, will be specified in the relevant Order.

3.8 Service Suspensions. Turbodoc retains the right to suspend the customer’s access to or use of the Services under certain circumstances: (a) immediately if Turbodoc reasonably believes the customer’s use may pose a security risk to or adversely impact the Services; (b) immediately if the customer becomes insolvent, ceases to operate in the ordinary course, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (c) following thirty (30) days written notice if the customer is in breach of this Agreement or any Order (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) if the customer fails to pay Turbodoc the fees related to the Services.

4. Restrictions & Reservations

4.1 Restrictions. The customer must employ the Services strictly in accordance with all applicable laws, including, but not limited to, data protection and privacy laws (whether applicable within the United States, the European Union, or otherwise). The customer commits not to (i) remove or alter any proprietary notices or labels from the Services or any part thereof; (ii) attempt to reverse engineer, decompile, disassemble, or unveil the underlying structure, ideas, or algorithms of the Services or any software used to provide or enable the Services; or (iii) authorize any third party to access or use the Services, rent, or resell them.

4.2 Reservations. Recognize and accept that the Services are granted under license (as described in Section 3.2) and not sold to you. This Agreement confers no title or ownership interest in copyrights, patents, trademarks, trade secrets, or other proprietary rights related to the Services. Turbodoc and its licensors retain full right, title, and interest in the Services, including all intellectual property rights, except as expressly granted in this Agreement.

5. Proprietary Rights

5.1 Ownership. Turbodoc maintains complete rights, ownership, and interest, whether existing or otherwise, in relation to the Services. This includes any software, products, works, or other intellectual property generated, utilized, provided, or made accessible by Turbodoc under or in connection with the Services as outlined in this Agreement. Additionally, Turbodoc asserts its ownership over the «Service Software» embedded within the Services. For the purposes of this Agreement, «Service Software» encompasses any software code, computer program, documentation, new versions, updates, enhancements, upgrades, revisions, improvements, and modifications of the aforementioned elements that Turbodoc has incorporated into the Services. This software is proprietary to Turbodoc, provided to the Customer under the terms of this Agreement, and remains under the exclusive ownership of Turbodoc. Under the conditions specified in this Agreement, including the receipt of all applicable fees, Turbodoc grants the Customer a limited, non-exclusive, non-transferable, non-assignable, and non-sub-licensable license to run this Service Software exclusively for the purpose of utilizing the Services.

5.2 Usage Restrictions. The customer agrees not to: (a) exceed the licensed scope detailed in Section 5.1; (b) replicate the Service Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share, or transfer the license granted in Section 3.2 and Section 5.1; (d) attempt to discern the source code, structure, or algorithms of the software, except as allowed under applicable law; (e) alter, translate, or create derivative works of the Service Software; (f) remove any copyright, trademark, patent, or other proprietary notice from the Service Software; or (g) integrate or distribute any of the Service Software with third-party software licensed under terms requiring source code provision (e.g., «open source») or distributed without charge.

5.3 Feedback. The customer may provide suggestions, comments, or feedback to Turbodoc regarding the Services («Feedback»). By doing so, the customer grants Turbodoc a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

5.4 Disclaimer. This Agreement does not impede Turbodoc’s right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or compete with, any products, software, or technologies developed, produced, marketed, or distributed by the customer.

6. Data Privacy

6.1 TurboDoc Privacy Policy. The current Turbodoc Privacy Policy is accessible at (the «Privacy Policy»), and it is hereby integrated into this document by reference. We urge you to carefully review the Privacy Policy to acquaint yourself with Turbodoc’s practices concerning information collection, utilization, and disclosure in connection with the Services. You can find the Privacy Policy via the link.

6.2 Customer Data. Customer Data is, and shall remain, the exclusive property of the Customer. Under this Agreement, «Customer Data» refers to any data, information, or material provided, uploaded, or submitted by the Customer during the use of the Services. The Customer assumes full responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. By accepting this Agreement, the Customer grants Turbodoc a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free license to use, collect, transfer, and process the Customer Data solely for the purpose of delivering the Services to the Customer in accordance with the terms specified in the relevant Order and this Agreement.

6.3 Derived Data. The Customer acknowledges that Turbodoc may generate «Derived Data» (as defined below) from the Customer Data. In the context of this Agreement, «Derived Data» refers to data submitted to, collected by, or generated by Turbodoc from the Customer Data in relation to the Customer’s use of the Services. The Customer agrees that Turbodoc may use Derived Data freely for internal business purposes, including but not limited to, improving, testing, operating, promoting, and marketing Turbodoc’s products and services.

6.4 Customer Responsibility; Customer Data.The Customer bears sole responsibility for Customer Data, encompassing, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims related to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) the backup and maintenance of Customer Data.

6.5 Turbodoc’s Responsibility; Customer Data.Turbodoc undertakes commercially reasonable efforts to uphold the security and integrity of the Services and all Customer Data controlled by Turbodoc. Unauthorized access to Customer Data or unauthorized use of the Services is not Turbodoc’s responsibility unless resulting from Turbodoc’s gross negligence or willful misconduct. The Customer is accountable for the Services’ use by any authorized person, and Turbodoc reserves the right to retain Customer Data for a period of up to thirty (30) days after the termination or expiration of the corresponding Order. Subsequently, the Customer acknowledges that Customer Data may be irretrievably deleted.

7. Fees, Orders, and Taxes

7.1 Fees. Customer is obligated to remit the fees outlined in each applicable Order(s) (collectively referred to as the «Fees») to Turbodoc. Acknowledging the non-refundable nature of the Fees, Customer recognizes the absence of any right to return the Services. In the event legal action is necessitated for nonpayment of fees, Customer is responsible for covering all costs associated with fee collection.

7.2 Additional Services. Customers may request additional Services or extend the term of existing Services by detailing such orders in a mutually agreed-upon Order form referencing the terms and conditions of this Agreement.

7.3 Taxes. If Turbodoc incurs a legal obligation to pay or collect taxes attributable to the Customer under applicable law, including but not limited to sales, use, transfer, privilege, excise, and other levies imposed due to the performance of Services under this Agreement, the corresponding amount shall be invoiced to and paid by the Customer. This applies unless the Customer furnishes Turbodoc with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments to Turbodoc under this Agreement are to be made without set-off or deduction of any taxes, levies, imposts, charges, withholdings, and/or duties of any nature, including but not limited to value-added tax, customs duty, and withholding tax.

8. Term and Termination

8.1 Term. This Agreement shall commence on the «Effective Date» and, unless terminated earlier as per Section 8, will persist until the last day of the term specified in the latest Order (the «Term»). The Effective Date is defined as the date when the Customer enters into this Agreement, signs an Order, and/or begins using our Services under the Trial. Each Order will automatically renew at the end of the applicable term unless either party provides the other with advance written notice of non-renewal before the end of the current term.

8.2 Termination for Breach. Termination of this Agreement and the associated Orders may occur: (a) by either party if the other party has materially breached this Agreement, within thirty (30) calendar days after providing written notice of the breach if it is remediable or immediately upon notice if the breach is not remediable; or (b) by Turbodoc upon written notice to the Customer if the Customer (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it, which have not been dismissed within sixty (60) days.

8.3 Effect of Termination. Upon the expiration or termination of this Agreement, the Customer shall (i) promptly cease using the Service and (ii) return all Turbodoc Confidential Information, Turbodoc-provided software, and other materials and information supplied by Turbodoc. The termination or expiration does not relieve the Customer of the obligation to pay all Fees accruing prior to termination. If Turbodoc terminates the Agreement pursuant to Section 8.2(a), the Customer shall pay Turbodoc all Fees for the entire term specified in the corresponding Order(s).

8.4 Survival. The following provisions will endure termination of this Agreement: Sections 5.1 (Ownership), 8.3 (Consequences of Termination), Section 8.4 (Survival), Section 9 (Confidentiality), Section 10.1 (Indemnification by Customer), Section 12 (Limitation of Liability), Section 13 (Miscellaneous).

9. Confidentiality

Throughout the term of this Agreement, either party may furnish the other party with confidential and/or proprietary materials and information («Confidential Information«). Any materials and information designated by the disclosing party as «Confidential» or bearing a similar legend, and any other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be deemed Confidential Information. This Agreement is Confidential Information, and all pricing terms are considered Turbodoc Confidential Information. The receiving party is obligated to maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will only utilize the Confidential Information internally for the purposes contemplated herein. The obligations in this Section do not apply to any information that: (a) becomes generally available to the public without breaching this Agreement, (b) is independently developed by the receiving party without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restrictions, or (d) was lawfully possessed by the receiving party before the disclosure and was not obtained directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order, provided that the receiving party promptly notifies the disclosing party in writing and exerts its best efforts to limit disclosure. Upon the disclosing party’s written request, the receiving party shall return all Confidential Information, including copies and extracts, in its possession.

10.Indemnification

10.1 Indemnification by Customer.. Customer shall undertake the defense, indemnification, and protection of Turbodoc, its affiliates, suppliers, and licensors, as well as their respective officers, directors, employees, and representatives, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees). This indemnification pertains to any third-party claim related to: (a) Customer Data; (b) Customer’s breach of this Agreement or violation of applicable law; or (c) alleged infringement or misappropriation of a third party’s intellectual property rights resulting from Customer Data or attributable to the Customer.

10.2 Indemnification by Turbodoc. Turbodoc shall defend, indemnify, and hold Customer harmless from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from third-party assertions that the Customer’s use of the Service directly infringes or misappropriates a third party’s United States (or Berne Convention signatory country) intellectual property rights (referred to as an «Infringement Claim«). Notwithstanding other provisions in this Agreement, Turbodoc is not obligated to indemnify or reimburse Customer for any Infringement Claim arising from: (a) the combination of any Customer Data with the Service; (b) the combination of any products or services, other than those provided by Turbodoc under this Agreement, with the Service; or (c) non-discretionary designs or specifications provided by Customer to Turbodoc causing such Infringement Claim. The Customer agrees to reimburse Turbodoc for any damages, losses, costs, and expenses resulting from the aforementioned actions.

10.3 Notice of Claim and Indemnity Procedure. In case of a claim for which a party seeks indemnity or reimbursement under this Section 10 (each an «Indemnified Party»), the Indemnified Party shall: (a) promptly notify the indemnifying party in writing, but no later than thirty (30) days after receiving the claim, providing necessary information for the indemnifying party to assess the claim; and (b) allow the indemnifying party to assume full control of the defense, including retaining counsel of its choice. Once the indemnifying party assumes control, it will not be liable for fees and expenses of additional counsel retained by any Indemnified Party. The Indemnified Party shall cooperate in the defense of the claim. The indemnifying party, however, is not obligated to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, settlement liability of a claim, or other sums paid voluntarily by any Indemnified Party without the indemnifying party’s prior written consent to settle a claim. Subject to the maximum liability outlined in Section 12, the provisions of this Section 10 encompass the complete understanding of the parties regarding each party’s liability under this Section 10, including but not limited to Infringement Claims (including related claims for breach of warranty) and each party’s sole obligation to indemnify and reimburse any Indemnified Party.

11.Warranty

11.1 Warranty. The Services, when used by Customer in accordance with this Agreement and the applicable specifications, will substantially perform the functions outlined in the Order (the «Specification«) throughout the term specified in the corresponding Order.

11.2 Exclusive Remedies. Customer must report to Turbodoc any breach of the warranty stated in this Section 11 as per the notice provision in this Agreement. In the event of a breach, Customer’s exclusive remedy, and Turbodoc’s entire liability, will be the prompt correction of any material non-conformance to minimize any adverse impact on Customer’s business.

11.3 Disclaimer of Warranty. The system and all other data, materials, and documentation provided by TurboDoc are provided ‘as is’ and ‘as available’ without any assurances or guarantees.
TurboDoc does not warrant that the service will be provided error-free or uninterrupted. Any materials uploaded or otherwise obtained through the TurboDoc service are provided at your own risk, and you are solely responsible for any losses or damages to your computer system or network, as well as for data loss resulting from your use of the TurboDoc service, except as expressly specified in the applicable Specification. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, TURBODOC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SERVICES, OR THEIR CONDITION. TURBODOC IS PROVIDING THE WARRANTY STATED IN SECTION 11.1 IN LIEU OF, AND Turbodoc EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.

12.Limitations of Liability

12.1 Exclusion of Incidental and Consequential Damages. WITH THE EXCEPTION OF A BREACH OF SECTION 9 («CONFIDENTIALITY») OF THIS AGREEMENT, NEITHER PARTY NOR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY. THIS INCLUDES BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES.

12.2 Cap on Monetary Liability. TURBODOC’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

13.Miscellaneous

13.1 Compliance with Laws. In utilizing any Service, Customer must adhere to all applicable laws and regulations, including those governing the gathering or collecting of information. If Customer violates any privacy laws or regulations, Customer is obligated to defend, indemnify, and hold Turbodoc harmless from any and all resulting claims, losses, liabilities, damages, judgments, government or federal sanctions, costs, and expenses (including attorneys’ fees).

13.2 Assignment. Neither party can transfer or assign its rights and obligations under this Agreement without the prior written consent of the other party. However, Turbodoc may transfer and assign its rights under this Agreement without consent in the event of a change in control, acquisition, or sale of all or substantially all of its assets.

13.3 Force Majeure. Neither party is liable for failure or delay in performance due to events beyond their reasonable control, including acts of God, Internet outages, terrorism, war, fires, earthquakes, and other disasters (each a «Force Majeure»). Despite this, Customer remains liable for payment obligations for Services rendered, and if a Force Majeure persists for more than thirty (30) days, either party may terminate this agreement by written notice to the other party.

13.4 Notice. All communications between the parties must be in writing and are considered given if personally delivered, sent by registered or certified mail (return receipt), or by recognized courier service.

13.5 Independent Contractor. Turbodoc is an independent contractor, and both parties agree that no agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. Customer does not have any authority to bind Turbodoc.

13.6 Governing Law. This Agreement is exclusively governed by the laws of Estonia, without regard to conflict of laws provisions. The courts of Estonia have exclusive jurisdiction over disputes arising from or relating to this Agreement, except for actions falling under the binding arbitration provision in Section 13.7.

13.7 Binding Arbitration. Any unresolved controversy or claim arising from or relating to this Agreement is subject to final resolution in the Arbitration Court of the Estonian Chamber of Commerce and Industry. Arbitration will take place in Tallinn, Estonia, following its rules, and the award may be entered in any court with jurisdiction.

13.8 Marketing. Customer grants Turbodoc the right to identify Customer as a Turbodoc Customer and use Customer’s name, mark, and/or logo on Turbodoc’s website and/or in Turbodoc’s marketing materials in connection with the Customer’s use of the Service.

13.9 Entire Agreement. This Agreement represents the complete and exclusive understanding of the parties, supersedes all previous written and oral agreements, and cancels all prior communications relating to the subject matter. Any waivers or modifications must be in writing and signed by both parties, except as otherwise provided herein. If there is a conflict between this Agreement and the Order document, the terms of this Agreement control, except for terms expressly modified in any Order concerning that specific Order.

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