Terms of Service

Last updated August 28, 2026

PSC Zirtual Holdings, LLC and Affiliated Brands
206B West James Street, Lancaster PA 17603, USA

Terms of Service

Please review these terms and conditions carefully.

These Terms of Service, together with the Plan selected by Customer, any Order Form where used, and, as may be updated from time to time, the privacy policy located at https://www.zirtual.com/privacy-policy/ (the “Privacy Policy”); the data processing addendum located at https://www.zirtual.com/data-processing-addendum (the “Data Processing Addendum” or “DPA”); and any Service-Specific Addenda that apply to the Plan (collectively, the “Agreement”), are all parts of a legally binding contract formed between PSC Zirtual Holdings, LLC, a Delaware limited liability company, together with its wholly owned subsidiaries and affiliated brands, including Zirtual, Double, Virtual Gurus, Zirtual Paralegals, Delegated, and Service Center Pro (collectively, “Company”) and you (“Customer”). Company and Customer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

This Agreement governs Customer’s access to and use of the Services and is separate and distinct from the Website Terms of Use located at www.zirtual.com/website-terms-of-use (the “Website Terms of Use”), which govern general use of the Site’s public marketing and informational content and apply independently of this Agreement.

This Agreement becomes effective as of the date Customer purchases a Plan and accepts the terms of this Agreement, the date of last signature on an applicable Order Form, or, if earlier, the date Customer first accesses or uses the Services (the “Effective Date”).

This Agreement applies to Customer whether Customer is a natural person or a legal entity. If Customer is accepting this Agreement as an individual, Customer represents and warrants that Customer is at least eighteen (18) years of age. If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer represents and warrants that Customer has full authority to bind that entity to this Agreement. Customer further represents and warrants that Customer is entering into this Agreement for business or professional purposes and not primarily for personal, family, or household use.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION (SCHEDULE A), WHICH, WITH LIMITED EXCEPTION, REQUIRES CUSTOMER TO SUBMIT CLAIMS AGAINST COMPANY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION: (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

THIS AGREEMENT ALSO REQUIRES CUSTOMER TO WAIVE ANY RIGHT TO A TRIAL BY JURY, WHETHER IN COURT OR IN ARBITRATION, AS SET FORTH IN SCHEDULE A, SECTION 10 (JURY TRIAL WAIVER).

THIS AGREEMENT ALSO CONTAINS DISCLAIMERS OF WARRANTIES (SECTION 15), LIMITATIONS OF LIABILITY (SECTION 18), A RELEASE OF CLAIMS (SECTION 16), AND AN INDEMNIFICATION OBLIGATION (SECTION 17).

BY (1) CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE OF THIS AGREEMENT, (2) EXECUTING AN ORDER FORM, OR (3) ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO AND ACCEPTS ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF CUSTOMER DOES NOT WISH TO BE BOUND BY THIS AGREEMENT OR IS DISSATISFIED WITH THE SERVICES, CUSTOMER MUST NOT ACCEPT THIS AGREEMENT, EXECUTE AN ORDER FORM, OR ACCESS OR USE THE SERVICES.

GENERAL TERMS & CONDITIONS

1. Definitions

In addition to definitions set forth elsewhere in the Agreement, the following definitions will apply to this Agreement:

• “Aggregated Data” means data derived from Customer Data that has been combined or aggregated with other data, including data from other customers, in a manner that does not identify Customer, any individual, or any of Customer’s customers or clients.
• “Confidential Information” means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. “Confidential Information” includes Customer Data. Notwithstanding the foregoing, “Confidential Information” does not include any information that a Party can demonstrate by contemporaneous evidence: (i) is in the public domain through no act or omission of the receiving Party; (ii) is or was properly known to the receiving Party, without restriction, prior to disclosure by the disclosing Party; (iii) is or was properly disclosed to the receiving Party, without restriction, by another person with the legal authority to do so; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
• “Content” means any text, graphics, images, videos, logos, trademarks, or other materials made available by Company via the Site or the Platform, excluding Customer Data, Work Product, and AI Content.
• “Customer Contact” means an individual designated by Customer to be Service Personnel’s primary point of contact with Customer.
• “Customer Data” means all information and documents uploaded or transmitted by or on behalf of Customer via the Platform or otherwise provided to Company or Service Personnel in connection with the Services. “Customer Data” may include personally identifiable information. “Customer Data” does not include Aggregated Data or De-Identified Data.
• “De-Identified Data” means Customer Data from which Company has removed or redacted, using commercially reasonable de-identification techniques designed to prevent re-identification, all information that identifies or could reasonably be used to identify Customer, any individual, or any of Customer’s customers or clients.
• “Documentation” means any usage guides, policies, help articles, or other documentation for the Platform that Company makes available to Customer via the Site or otherwise from time to time.
• “Equipment” means all virtual or physical devices and technology Customer uses to access the Services, including computers, mobile devices, telecommunications devices, and internet connections.
• “Fees” means those fees payable for the selected Plan, subject to any supplementary pricing terms set forth in any applicable Order Form.
• “Order Form” means an optional ordering document executed by the Parties for enterprise or custom arrangements and which sets forth the Plan, Fees, commitment term (if any), and other specific requirements agreed to by the Parties. Most Plans are selected online and do not require an Order Form.
• “Personal Information” has the meaning given to “personal information,” “personal data,” or an equivalent term in the DPA.
• “Plan” means the subscription tier or service package that Customer selects via Company’s pricing page, a custom sign-up link provided by Company’s sales team, or an Order Form, including its scope of Services, any included hours or usage allocations, pricing, and the Service-Specific Addenda that apply to it. Selecting and paying for a Plan is the primary way Customer contracts for the Services. “Plan” also includes an individual task requested by Customer for fulfillment by any member of a Service Personnel pool (“Pool Task”).
• “Platform” means Company’s proprietary web and iOS mobile application, including any browser extensions, integrations, and related software used to manage, delegate, track, communicate, and perform the Services.
• “Service Personnel” means the individuals made available by Company who perform Services for Customer, including Virtual Assistants (as described in Service-Specific Addendum 1), Virtual Receptionists (as described in Service-Specific Addendum 2), and Paralegals (as described in Service-Specific Addendum 3), as applicable to Customer’s Plan.
• “Service-Specific Addendum” means Addendum 1, 2, or 3 to this Agreement, as applicable, that applies only to the extent the corresponding Services are included in Customer’s Plan.
• “Services” means the Site, the Platform, AI Features, and all human-provided administrative, professional, and technology-enabled services provided to Customer, as described in these General Terms & Conditions and as further described in any applicable Service-Specific Addendum.
• “Site” means Company’s owned and operated websites, including www.zirtual.com, www.withdouble.com, www.thevirtualgurus.com, www.paralegals.zirtual.com, www.servicecenterpro.com, www.delegated.com, and any successor or affiliated URLs, that are used to access and use the Platform and Services. For purposes of this Agreement, “Site” refers only to the account access, ordering, and Service-delivery functionality made available through those Sites. The public marketing and informational content of the Sites is governed by the separate Website Terms of Use and not by this Agreement.
• “Work Product” means original deliverables, including research projects, reports, templates, spreadsheets, forms, documents, and other materials, created for Customer by Service Personnel in the course of performing the Services.

2. Structure; Order of Precedence

2.1 Application. These General Terms & Conditions apply to the Services. The applicable Service-Specific Addendum applies to the corresponding Services included in Customer’s Plan.

2.2 Order of Precedence. In the event of conflict or inconsistency among the components of this Agreement, the following order of precedence shall apply (highest to lowest): (a) the Order Form, where used (as to commercial terms); (b) where applicable, the DPA (which shall control as to matters of personal data processing); (c) these General Terms & Conditions; (d) the applicable Service-Specific Addendum; and (e) the Privacy Policy. Except for a direct and irreconcilable conflict, all components of this Agreement apply together and are to be read harmoniously.

3. Services; Modifications

3.1 Company’s Obligations. Subject to the terms of this Agreement, Company will provide to Customer the Services included in Customer’s Plan and as described in the applicable Service-Specific Addendum.

3.2 Background Checks. All Service Personnel undergo background checks and skills assessments as part of Company’s vetting process prior to being matched with a Customer.

3.3 Modifications to the Services. Company reserves the right to modify or discontinue the Services (or any portion of them) at any time, including the right to add or remove features or functionality or to cease to support any individual component of the Services, in Company’s sole discretion. Customer understands and agrees that Company will have no liability to Customer for such actions. If Customer objects to any such changes, Customer’s sole recourse is to terminate the Agreement in accordance with Section 13.

3.4 Modifications to this Agreement. Company reserves the right to modify the terms and conditions of this Agreement, the Privacy Policy, the DPA, and any additional terms that apply to the Services from time to time. Except as set forth below, Company will provide Customer with at least thirty (30) days’ advance notice of any material modification, such as by posting notice on the Site, through the Platform, or via email. If Customer does not agree to a material modification, Customer’s sole remedy is to terminate this Agreement in accordance with Section 13.2. Customer’s continued use of the Services after the effective date of a material modification constitutes Customer’s acceptance of that modification. Notwithstanding the foregoing, no modification to the Fees for Customer’s then-current Plan, the arbitration provisions of Schedule A, or the limitations of liability in Section 18 will apply to Customer unless Customer affirmatively accepts the modification. The resolution of any dispute between the Parties will be governed by the version of this Agreement in effect when the dispute arose.

4. Customer Responsibilities

4.1 Customer Profile and Onboarding. As part of the onboarding process, Customer must timely and accurately complete all required onboarding questionnaires and profile information, including designating a Customer Contact, software preferences, time zone, and communication preferences. Company will use this information to match Customer with appropriate Service Personnel. Service-specific onboarding requirements are set forth in the applicable Service-Specific Addendum.

4.2 Accuracy of Information. Customer represents and warrants that all Customer Data provided to Company during the Term are and will be current, complete, and accurate. Company has no obligation to verify Customer Data. Customer must notify Company promptly of any changes to Customer Data.

4.3 Equipment. Customer is solely responsible for ensuring that Equipment meets all specifications set forth in the Documentation, and Company is not liable for any Service disruption caused by non-conforming Equipment.

4.4 Access to Platform; Account Security. Customer is responsible for the safeguarding, confidentiality, security, and appropriate use of its credentials to access the Platform and must take reasonable steps to prevent unauthorized access by third parties. In the event of loss, theft, or any risk of misuse of credentials, Customer must promptly notify Company in writing. Customer is responsible for all activity that occurs via Customer’s account, whether or not authorized by Customer. Company is not liable for any loss or damage arising from Customer’s failure to comply with this section.

4.5 Customer Cooperation. Performance of the Services depends on Customer’s cooperation. Customer must use commercially reasonable efforts to provide Company and its Service Personnel with reasonable information, cooperation, and assistance in order for Service Personnel to perform the Services. The Customer Contact is responsible for setting, reviewing, and monitoring work output and for coordinating with Service Personnel.

4.6 Access to Customer Accounts. Customer acknowledges that Service Personnel may be granted access to Customer’s accounts, in Customer’s sole discretion, including calendars, email accounts, and cloud or software-as-a-service platforms (“Customer Accounts”) in order to provide the Services. Such access is granted directly by Customer to Service Personnel and varies by engagement. Company is not liable for any unauthorized access, misuse of information, or breaches associated with Service Personnel’s access to Customer Accounts. Customer is solely responsible for implementing appropriate access controls, monitoring, and oversight with respect to Customer Accounts.

4.7 Payment Instruments and Financial Information. Company recommends and advises that Customer refrain from providing credit card numbers or other payment credentials directly to Service Personnel. If Customer nonetheless determines to grant Service Personnel access to payment instruments, credit cards, financial accounts, or other financial information, Customer acknowledges and agrees that: (a) Customer bears sole responsibility for implementing mitigating controls, performing independent reviews, and monitoring transactions; (b) Customer shall treat access to payment instruments, credit cards, financial accounts, and other financial information by Service Personnel with the same controls Customer would apply to its own personnel; (c) Customer agrees to utilize reasonable security measures for sharing credentials, including third-party secure credential sharing tools where applicable; and (d) Customer assumes all risk of, and holds Company harmless for, any unauthorized use, misuse, or misappropriation of any payment instrument, credit card, financial account, or other financial information by Service Personnel, however arising. Company is not liable or obligated to provide reimbursement for any such unauthorized use, misuse, or misappropriation by Service Personnel.

4.8 Review of Work Product. Customer is solely responsible for reviewing all Work Product and determining whether Service Personnel meet Customer’s needs and expectations. Customer assumes all risk associated with the use of Work Product.

5. Access and Restrictions

5.1 Access. Subject to Customer’s compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform, Documentation, and Content solely for Customer’s internal business purposes during the Term.

5.2 Restrictions. The right of access granted in this Section 5 is subject to the following restrictions (“License Restrictions”). Specifically, Customer will not directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise attempt to derive the source code underlying the Platform; (ii) access or attempt to access the Platform other than through interfaces provided by Company, or probe, scan, or test the vulnerability of the Platform, breach its security or authentication measures without proper authorization, or willfully render any part of the Platform unusable; (iii) use or access the Platform, Documentation, or Content to develop a product or service that is competitive with Company’s products, services, or Platform, or engage in competitive analysis or benchmarking; (iv) sell, resell, license, rent, lease, or provide the Services on a service-bureau, time-sharing, or outsourcing basis to third parties; (v) copy, frame, or mirror any part or content of the Platform, Documentation, or Content, or distribute or make the Documentation or Content available to any third party; (vi) interfere with or disrupt the integrity or performance of the Services, or use any robot, spider, scraper, or other automated means to access, monitor, or copy any part of the Platform; (vii) remove, obscure, or alter any copyright, trademark, or other proprietary notices contained on or in the Platform, Documentation, or Content; (viii) introduce any virus, malware, or other harmful code into the Platform; or (ix) exceed the scope of use authorized under Customer’s Plan, including by circumventing any user, seat, or usage limitations. Customer must take all necessary measures to protect Company’s intellectual property rights.

5.3 Compliance Certification; Audit Rights. From time to time, upon Company’s reasonable written request, Customer shall certify in writing as to Customer’s compliance with this Agreement. Company may also, upon reasonable notice, audit Customer’s use of the Platform, Documentation, and Content to verify such compliance, and Customer shall reasonably cooperate with any such audit.

6. Artificial Intelligence

6.1 AI Features; Third-Party Processing. Certain features of the Services use artificial intelligence, machine learning, and similar technologies (collectively, “AI Features”). The AI Features are primarily used to: (i) clarify and complete Customer task requests before routing them to Service Personnel (e.g., confirming travel preferences, scheduling details, and other task parameters); and (ii) assist Service Personnel with administrative functions (e.g., time-tracking and task descriptions). Use of the AI Features is optional. Company may use third-party AI service providers, including OpenAI (“Third-Party AI Processors”), and internal proprietary technology to provide the AI Features and deliver the Services. Company will make a list of its Third-Party AI Processors available to Customer upon request.

6.2 Inputs and Outputs. Customer may submit information to the AI Features (“Inputs”) and receive output generated by the AI Features based on the Inputs (“AI Outputs,” and together with Inputs, the “AI Content”). Notwithstanding anything to the contrary in this Agreement, Customer is solely responsible for the Inputs and for ensuring that Customer’s use of the AI Content complies with applicable laws and the terms of this Agreement. Customer should not include any personal information or other personally identifiable information in any Inputs unless strictly necessary for the applicable task, and Customer agrees not to include, under any circumstances, any sensitive personal data (including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, health data, genetic or biometric data, or data concerning sex life or sexual orientation) in any Inputs. Company has no obligation to monitor, screen, or filter Inputs for such information, and Customer assumes all risk arising from the inclusion of any such information in an Input in violation of this Section.

6.3 Ownership of AI Content. As between the Parties and to the extent permitted under applicable law and any Third-Party AI Processors’ terms, Customer is the owner of the AI Content. Customer grants to Company a perpetual, irrevocable, royalty-free right and license to: (i) host the AI Content on the Platform and otherwise use it as necessary to deliver the Services; and (ii) use the AI Content to market, enhance, and improve the Services (including the AI Features) and to develop new service offerings, provided that Company will not publicly disclose AI Content in a manner that identifies Customer without Customer’s consent. Company does not represent or warrant that any AI Content is eligible for copyright, patent, or other intellectual property protection under applicable law.

6.4 Restricted Use of AI Features. In addition to the License Restrictions set forth in Section 5.2, Customer represents and warrants that Customer will not use the AI Features to: (a) create AI Content that violates this Agreement, the Privacy Policy, or any Third-Party AI Processors’ policies; (b) reverse assemble, decompile, or otherwise attempt to discover the source code of the underlying models, components, algorithms, or systems used in the AI Features; (c) develop software, systems, or services that compete with Company or the Third-Party AI Processors; or (d) mislead any person into believing that AI-generated content was created by a human. Customer further represents and warrants that its use of the AI Features and AI Content complies with all applicable laws and regulations governing the use of artificial intelligence.

6.5 No Access to Customer Data. The AI Features enhance the workflow between Customer and Service Personnel but do not access, store, or process Customer Data beyond the Inputs expressly submitted by Customer or Service Personnel in the course of using the Platform.

6.6 AI Disclaimer. CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE IS A RAPIDLY EVOLVING TECHNOLOGY. CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ANY LAWS, RULES, AND REGULATIONS APPLICABLE TO ITS USE OF THE AI FEATURES AND THE AI CONTENT. COMPANY SHALL HAVE NO LIABILITY ARISING FROM DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER BASED ON CUSTOMER’S USE OF OR RELIANCE ON THE AI FEATURES OR THE AI CONTENT, ALL OF WHICH IS ENTIRELY AT CUSTOMER’S OWN RISK. CUSTOMER FURTHER ACKNOWLEDGES THAT THE AI FEATURES MAY GENERATE THE SAME OR SIMILAR AI OUTPUTS FOR OTHER CUSTOMERS AND THAT ACCURACY OF AI OUTPUTS IS NOT GUARANTEED. AI OUTPUTS DO NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ANY AI OUTPUT, INCLUDING THROUGH HUMAN REVIEW, BEFORE RELYING ON IT, PARTICULARLY FOR ANY DECISION THAT MAY HAVE LEGAL, FINANCIAL, OR SIMILARLY SIGNIFICANT EFFECTS ON AN INDIVIDUAL. COMPANY DOES NOT WARRANT THAT AI OUTPUTS ARE FREE FROM BIAS, INACCURACY, OR DISCRIMINATORY EFFECT.

6.7 Monitoring. Company may monitor and limit or suspend Customer’s access to the AI Features if Company believes in its sole judgment that Customer’s usage could jeopardize the security, operability, or integrity of the Services or violates this Agreement.

7. Work Product; Intellectual Property

7.1 Work Product License. Company grants to Customer a non-exclusive, royalty-free, perpetual, irrevocable, non-transferable license to use the Work Product for Customer’s own personal and commercial business purposes. Customer may elect to enter into an intellectual property assignment or license agreement directly with Service Personnel in a form that is reasonably satisfactory to Customer and Service Personnel. Notwithstanding the foregoing, Company retains all right, title, and interest in any methodologies, templates, frameworks, or other general know-how used or incorporated in creating the Work Product that is not specific to Customer’s Confidential Information, and may reuse them in providing services to other customers.

7.2 Customer Ownership. Company does not claim any right, title, or interest in or to: (i) Customer Data; (ii) Customer’s Confidential Information; or (iii) Customer’s pre-existing intellectual property. To the extent Customer’s Confidential Information or intellectual property is incorporated into Work Product, it will be removed prior to any use or disclosure by Company to a third party. Customer grants to Company a limited, non-exclusive, worldwide, royalty-free, sublicensable license to access, host, copy, transmit, store, make derivative works of, process, and otherwise use Customer Data: (i) to provide, maintain, and support the Services; (ii) to improve, develop, and enhance the Services and new products, features, and service offerings; (iii) for security, fraud prevention, troubleshooting, and quality assurance purposes; (iv) to create Aggregated Data and De-Identified Data; and (v) to comply with Company’s legal and regulatory obligations.

7.3 Company Intellectual Property. Subject only to the licenses expressly granted in this Agreement, and as between Company and Customer, Company (and its licensors) is the sole owner of all intellectual property rights in and to the Platform, the Site, the Documentation, the Content, and the Services (excluding Customer Data and Work Product), including all methodologies, workflows, processes, techniques, tools, and know-how developed, used, or improved by Company or Service Personnel in providing the Services, whether or not embodied in Work Product. Customer will not, and will not allow others to, remove any copyright, trademark, or other proprietary notices of Company or any third party contained on or in the Platform, Documentation, or Content.

7.4 Feedback. Customer grants to Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, incorporate into the Services, and otherwise commercially exploit any suggestions, feedback, improvements, or other input that Customer provides to Company with respect to the Services (“Feedback”), without any obligation, attribution, or compensation to Customer. Feedback is not Customer’s Confidential Information. Customer represents that it has the right to provide the Feedback and that Company’s use of the Feedback as permitted here will not violate the rights of any third party.

7.5 Aggregated and De-Identified Data. Company has the right to monitor, collect, and analyze statistical and performance information relating to Customer’s use of the Platform, and may create Aggregated Data and De-Identified Data from Customer Data and such usage information. As between the Parties, Company owns all right, title, and interest in Aggregated Data and De-Identified Data, and may use, disclose, license, and otherwise exploit such data, during and after the Term, for any lawful business purpose, including to provide, maintain, and improve the Platform and Services (including the AI Features), to develop new products, features, and service offerings, and to generate insights, analytics, benchmarking, and reporting, provided that Company will not disclose Aggregated Data or De-Identified Data in a manner that identifies Customer or any individual.

8. Fees and Payment

8.1 Fees for Services. Current rates are published at Company’s pricing page. Customer will pay Company the Fees for the Plan selected at the time Customer first purchased the Services, subject to any additional pricing terms, discounts, or credits agreed to by the Parties in any applicable Order Form. Except as otherwise specified in this Agreement or in a Service-Specific Addendum: (i) Fees are quoted and payable in United States dollars; (ii) payment obligations are non-cancelable and non-pro-ratable for partial months; and (iii) Fees paid are non-refundable. Customer is solely responsible for any currency conversion, foreign transaction, or similar fees charged by Customer’s financial institution in connection with payment of Fees in United States dollars.

8.2 Payment Method; Authorization. Customer must provide Company a valid credit card or other payment instrument acceptable to Company. Customer at all times represents and warrants that such information is true, correct, and complete and that Customer is authorized to use the payment instrument. Customer must promptly update its account information with any changes, including any new or replacement payment instrument. Any failure to maintain valid, current payment information or to keep payments current will constitute a material breach of this Agreement, for which Company may suspend or terminate Customer’s access to the Services immediately without notice in accordance with Section 13.4. Customer authorizes Company to charge the payment instrument on file, and any backup or replacement payment instrument, in advance on a recurring basis in accordance with the Plan, including any Fee changes made in accordance with Section 8.6, until Customer terminates its account in accordance with Section 13.2. Customer is responsible for all card issuer, processing, and chargeback fees, surcharges, and related costs associated with Customer’s payment method. If any payment is declined, reversed, or returned for any reason, Company may retry the charge and Customer will remain responsible for the full amount due, plus any associated fees incurred by Company.

8.3 Billing Start Date. Customer pays when it orders the Services. The date of such payment (or such other date as agreed to by Company in writing) will be the date of Customer’s monthly billing cycle for Virtual Receptionists Services. For other Services, Company may adjust Customer’s billing start date to the date Customer is actually matched with Service Personnel. Billing start date adjustments (if applicable), shall not exceed one year. Company will bill Customer each month based on the billing start date, and Customer is responsible for paying the Fees each month. . Customer agrees to complete Company’s onboarding requirements, respond to Company requests, and otherwise cooperate with Company to facilitate successful matching of Customer to Service Personnel. If Customer fails to complete onboarding requirements or otherwise cooperate with Company to match Customer to Service Personnel, any Fees will be considered forfeited.

8.4 Hour Allotments. Plans governed by a monthly hour allotment are billed per the cycle set forth in the Plan or stated in the Order Form. Unless the Plan expressly states otherwise, unused hours do not carry over to the next billing cycle.

8.5 Discounts and Credits. At any time, and for any reason, Company may provide discounts, credits, or preferential rates for its Services (“Credits”). The amount and form of such Credits, and the decision to provide them, are at Company’s sole discretion. The provision of Credits in one instance does not entitle Customer to Credits in the future nor does it obligate Company to provide Credits under any circumstances.

8.6 Price Changes. Unless stated otherwise in an applicable Order Form, Company reserves the right to change its prices. Company will provide notice of the change through the Site, the Platform, or via email. Any change in price shall apply to Customer’s next billing cycle. Customer’s failure to terminate this Agreement in accordance with Section 13.2 or continued use of the Services after the price change becomes effective constitutes Customer’s agreement to pay the changed amount.

8.7 Invoices. Company may choose to bill through an invoice, which may be invoiced monthly or annually as agreed by the Parties. Customer accepts that Company may issue invoices electronically. All payments billed by invoice are due upon receipt unless different terms are stated on the invoice and agreed to by both Parties.

8.8 Billing Disputes. Any dispute regarding a charge or invoice must be raised in writing to Company within fifteen (15) days following the end of the applicable billing cycle. Once this period has expired, Customer shall be deemed to have waived its right to dispute the charge, and the charge will be deemed accepted in full. Customer agrees to pay all undisputed amounts on or before the due date.

8.9 Late Payments; Chargebacks. Unpaid and undisputed charges are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. If Company does not receive payment due to a charge being declined, charged back, or otherwise reversed, Customer’s account will be deemed in default. Upon written notice (email sufficient), Company may, without liability, immediately suspend Customer’s access to the Services.

8.10 Taxes. All amounts payable under this Agreement are exclusive of any sales, use, value-added, goods and services, and other similar taxes or duties, however designated (collectively, “Taxes”). Customer is solely responsible for payment of all Taxes, except for those taxes based on the income of Company. Where value-added tax, goods and services tax, or a similar tax applies to the Services under the laws of the European Union, the United Kingdom, or another jurisdiction outside the United States, Customer will provide Company with a valid tax registration number and any other documentation reasonably requested by Company, and, to the extent permitted by applicable law, Customer will self-assess and account for such tax under any applicable reverse-charge mechanism. Customer will not withhold any taxes from any amounts due to Company.

9. Confidentiality

9.1 Obligations. Each Party (as the "Recipient") agrees that it will use the Confidential Information of the other Party (the “Discloser”) solely to perform its obligations, exercise its rights, or as otherwise permitted under this Agreement. Recipient will not disclose, or permit to be disclosed, Confidential Information directly or indirectly to any third party without Discloser’s prior written consent, except as otherwise permitted under this Agreement. Recipient may disclose Confidential Information: (i) to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives who have a “need to know” in connection with this Agreement and are legally bound to keep such information confidential by obligations no less stringent than those of this Agreement; and (ii) as required by law or regulation, or in response to a lawfully issued subpoena or other court order, provided that Recipient will, to the extent legally permitted and reasonably practicable, provide Discloser with prior written notice of such disclosure, will disclose only that portion of the Confidential Information it is legally required to disclose, and will provide reasonable cooperation, at Discloser’s expense, if Discloser seeks an injunction or protective order with respect to such disclosure. Recipient will exercise at least a reasonable degree of care in protecting Confidential Information from unauthorized use and disclosure. Nothing in this Section 9 restricts Service Personnel from using general skills, know-how, and experience retained in unaided memory as a result of providing the Services, provided that such use does not involve the unauthorized use or disclosure of Discloser’s Confidential Information.

9.2 Equitable Relief. Both Parties acknowledge that any actual or threatened breach of the provisions of this Section 9 or the License Restrictions set forth in Section 5.2 would cause irreparable harm to the non-breaching Party, which could not be adequately compensated through monetary damages alone. Accordingly, in the event of any such breach, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies and without the necessity of posting bond or other security.

9.3 Service Personnel Confidentiality. Company enters into written agreements with all Service Personnel containing confidentiality and non-disclosure obligations that provide at least the same level of protection for Confidential Information as those set forth in this Agreement. Customer Data will only be accessed by, and Services will only be performed by, Service Personnel who have executed such written agreements with Company. Customer may request that Service Personnel be required to execute confidentiality or non-disclosure agreements directly with Customer, which Company may grant or deny in its sole discretion.

9.4 Service Personnel Information. Customer will keep Service Personnel identity and roster information strictly confidential and will not publish such information (including screenshots or photographs) on any public forum. Customer acknowledges that Service Personnel identity and roster information constitutes Company’s trade secret and Confidential Information.

10. Privacy and Security

10.1 Data Processing Addendum. To the extent that Company processes Customer Data that is Personal Information, in addition to the Privacy Policy, the terms of the DPA will apply to such processing. The DPA is incorporated into and forms an integral part of this Agreement.

10.2 HIPAA. The Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”) restrict the use and disclosure of certain individually identifiable health information (“Protected Health Information” or “PHI”) by covered entities and their business associates. Company makes no representation or warranty that the Platform satisfies HIPAA’s requirements. Customer is solely responsible for determining whether the Services are suitable for Customer’s intended use of PHI. If Customer requires HIPAA compliance in connection with the Services, Customer must: (a) notify Company prior to transmitting any PHI; (b) provide Service Personnel with a separate, compliant device or system; and (c) enroll Service Personnel in Customer’s own compliance program. Company may, in its sole discretion, enter into a Business Associate Agreement on a case-by-case basis, but execution of such an agreement is not, by itself, a representation or warranty by Company that the Platform satisfies HIPAA’s requirements.

10.3 International Data Transfer Addendum. For Customers located outside the United States, including in the European Economic Area, the United Kingdom, or Switzerland, the transfer of Personal Information to the United States or other countries may require additional safeguards, such as the European Commission’s Standard Contractual Clauses, the UK International Data Transfer Addendum, or another appropriate cross-border data transfer mechanism (collectively, an “International Data Transfer Addendum”). Company will make an applicable International Data Transfer Addendum available upon Customer’s written request, and any such addendum, once executed or incorporated by reference, will form part of the DPA. Customer is responsible for identifying and requesting any International Data Transfer Addendum applicable to Customer’s use of the Services.

11. Relationship of the Parties; Independent Contractors

11.1 Independent Contractor Relationship. The Parties are independent contractors of each other. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to obligate or bind the other in any manner. This independent contractor relationship between Company and Customer applies at all times during the Term, regardless of whether any particular Service Personnel is classified as an independent contractor of, or an employee of, Company. Neither Party will at any time act as a co-employer of the other Party’s own employees or independent contractors.

11.2 Service Personnel Classification. Customer acknowledges that: (a) Company is not Customer’s employer or co-employer, and Service Personnel are not Customer’s employees; (b) Service Personnel engaged in the Virtual Assistant and Paralegal service lines are independent contractors to Company and part of Company’s confidential contractor network, not employees of Company or of Customer; (c) Company’s role is that of a matching, vetting, and administrative services provider, with Company providing Customers with access to its vetted contractor network and handling administrative and billing functions; (d) Service Personnel may serve multiple clients simultaneously (including clients outside of Company’s platform) and are free to accept or decline engagements; and (e) Company expressly reserves the right to assign, reassign, or replace Service Personnel for any reason without Customer’s consent.

11.3 No Co-Employment. Customer will not exercise, or attempt to exercise, any direction or control over Service Personnel that is inconsistent with the independent contractor relationship. Without limiting the foregoing, Customer will not: (i) set required work hours or schedules for Service Personnel (other than communicating availability preferences); (ii) require Service Personnel to work exclusively for Customer; (iii) provide Service Personnel with tools, equipment, or benefits typically associated with employment; or (iv) represent to any third party that Service Personnel are Customer’s employees. Customer acknowledges that a failure to comply with this Section could create misclassification or co-employment liability for Customer and Company. Customer will defend, indemnify, and hold Company harmless for any losses arising from Customer’s breach of this Section.

11.4 Virtual Receptionist Personnel. Notwithstanding the Service Personnel Classification and No Co-Employment provisions above, Service Personnel in the Virtual Receptionist service line are employees of Company and not independent contractors of Company. The provisions of Section 11.2(b) and 11.2(d) (addressing the independent contractor classification and multi-client engagements of certain Service Personnel) do not apply to Virtual Receptionist Service Personnel, but the independent contractor relationship between Company and Customer described in Section 11.1 remains in full force and effect. Customer is not a co-employer of such Service Personnel and will not exercise direction or control over them beyond the scope contemplated by this Agreement and the applicable Service-Specific Addendum.

12. Acceptable Use; Conduct Toward Service Personnel

12.1 Professional Conduct. Customer will interact with all Service Personnel in a professional, respectful, and non-abusive manner. Customer shall not engage in harassment, discrimination, threats, or intimidation directed at Service Personnel.

12.2 Scope of Tasks. Customer shall keep its task requests within the scope of the Services described in the applicable Plan and Service-Specific Addendum. Customer shall not request Service Personnel to perform tasks that are illegal, unethical, or outside Company’s published policies or guidance.

12.3 Company Policies. Company may from time to time adopt, update, and publish policies and other guidance governing acceptable conduct toward Service Personnel and the scope of permissible task requests, which Company will make available via the Site, the Platform, or upon request. Customer agrees to comply with such policies, and any violation will be treated as a violation of this Section 12.

12.4 Service Personnel Autonomy. With respect to Service Personnel who are independent contractors (VA and Paralegal service lines), Customer acknowledges that each Service Personnel member has full discretion to: (a) accept or decline a prospective Customer engagement; and (b) terminate the engagement with Customer at any time, for any reason. Company will use commercially reasonable efforts to assign a replacement, but Customer acknowledges that such replacement is subject to availability and matching criteria.

12.5 Termination for Abusive Conduct. Company reserves the right to terminate this Agreement immediately and without refund if Customer engages in abusive, threatening, harassing, or otherwise inappropriate conduct toward any Service Personnel or Company personnel. Such termination constitutes termination for cause under the Termination by Company section of this Agreement.

13. Term; Termination

13.1 Term. For all Plans under a subscription model, the initial term of this Agreement will be thirty (30) days (the “Initial Term”), unless otherwise specified in an Order Form. The Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless either Party provides notice of non-renewal as described in this Agreement. For Pool Tasks, the Term means the period beginning on the date Customer submits a task and ending thirty (30) calendar days after completion of that task. Pool Tasks do not automatically renew.

13.2 Termination by Customer. Customer may cancel its Plan for any reason at any time; however, Company will not issue prorated refunds for unused time. All cancellation requests will go into effect on Customer’s next monthly billing date. A minimum of twenty-four (24) hours’ notice prior to renewal is required for cancellations by Customer.

13.3 Termination by Company. Company reserves the right to terminate Customer’s Plan at any time, for any reason. If Company terminates for convenience (i.e., not for cause), Company will refund to Customer a pro-rated amount of prepaid Fees for the applicable Term. Company may terminate immediately for cause, including abuse of Service Personnel, unlawful use of the Services, non-payment, material breach of this Agreement, or violation of the License Restrictions, the Acceptable Use provisions, or similar provisions of this Agreement.

13.4 Suspension. In addition to any other remedies it may have, or as set forth in Section 9.2, Company may suspend Customer’s right to access or use any portion or all of the Services immediately, without liability, if Customer’s use would reasonably be expected to, at Company’s sole discretion: (i) pose a security risk to the Platform or any third party; (ii) adversely impact the Platform, Company’s systems, or Customer Data of other customers; (iii) subject Company or any third party to liability; or (iv) be fraudulent or illegal. Company will have no liability for any losses resulting from such suspension.

13.5 Effect of Termination. Upon any expiration or termination of this Agreement, all licenses granted under this Agreement immediately terminate, and any service-specific wind-down steps set forth in the applicable Service-Specific Addendum will apply. Customer will (a) pay all Fees due and owing under the Agreement as of the effective date of termination or expiration, and (b) cease using the Services. Company will (A) terminate Customer’s access to the Platform, and (B) return or delete Customer Data consistent with the DPA and applicable laws. If Customer does not timely direct the deletion or return of Customer Data, Company will have no further obligation to Customer and will delete or destroy Customer Data in its possession in accordance with applicable laws and its internal data retention policies. The license to Customer Data under Section 7.2 survives for so long as Company retains Customer Data in accordance with this section, subject to the confidentiality obligations in Section 9 and, with respect to Personal Information, the DPA.

13.6 Survival. Upon termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms relating to intellectual property, confidentiality, disclaimers, non-solicitation, indemnification, limitations of liability, release, dispute resolution, and the general provisions of this Agreement.

14. Non-Solicitation; No Off-Platform Payments

14.1 Non-Solicitation. Customer acknowledges that Company has made substantial investments in recruiting, vetting, training, and matching skilled Service Personnel with each of its customers, and that Company has a legitimate interest in earning a reasonable return on those investments. Customer also acknowledges that Company has separate agreements with Service Personnel that protect this interest by requiring that Service Personnel obtain Company’s prior written consent before accepting any direct engagement (whether as an employee, consultant, contractor, or otherwise) with any assigned Customer. Accordingly, to the fullest extent permitted under applicable law, Customer agrees that during the Term and for a period of twelve (12) months immediately following the termination of Customer’s relationship with Company for any reason, whether voluntary or involuntary, with or without cause, Customer will not, directly or indirectly, solicit, recruit, hire, engage, or enter into any arrangement with any Service Personnel assigned to Customer at the time of suspension or termination, or who was assigned to Customer within the six (6) months preceding suspension or termination, to leave his or her engagement with Company and to work for Customer in any capacity, directly or indirectly, without Company’s prior written consent.

14.2 Liquidated Damages. Should any solicitation by Customer become a substantial factor resulting in Service Personnel leaving Company and accepting an engagement with Customer directly or indirectly without Company’s prior written consent, Customer agrees to pay Company as liquidated damages a one-time fee equivalent to the greater of: (a) $25,000; or (b) one year of Customer’s monthly subscription Fees in effect at the most recent date that the Service Personnel had been assigned to Customer by Company.

14.3 No Off-Platform Payments. Any agreement or attempted agreement between Customer and any Service Personnel, in connection with a service contract, requiring that payment be made outside of the Platform is strictly prohibited, shall constitute a material breach of this Agreement, and is subject to immediate suspension of the Services and termination of the Agreement, with no refund to Customer.

14.4 Jurisdictional Limitation. If the non-solicitation obligations in Section 14.1, or the liquidated damages remedy in Section 14.2, are generally unenforceable, void, or unlawful under the law of a jurisdiction that restricts covenants not to solicit or restraints on engaging independent contractors (including California Business and Professions Code Section 16600 or similar state statutes), such obligations will not apply to Customer to the extent Customer is subject to that jurisdiction’s law, and the remainder of this Section 14 and this Agreement will otherwise remain in full force and effect.

15. Warranties and Disclaimers

15.1 Mutual Warranties. Each Party represents and warrants to the other as follows: (i) it has the authority to enter into this Agreement and to bind such Party to this Agreement, and that this Agreement constitutes the legal, valid, binding, and enforceable agreement of such Party; (ii) execution and performance of this Agreement (a) does not breach any agreement of such Party with a third party or any duty arising in law or equity, (b) does not violate any law, rule, or regulation applicable to such Party, and (c) is within such Party’s power and authority to perform; and (iii) it will comply with all applicable federal, state, local, and foreign laws, rules, and regulations in connection with its performance under this Agreement.

15.2 Customer Warranties. In addition to any other representations and warranties made by Customer elsewhere in this Agreement, Customer further represents and warrants that: (i) it has all rights necessary to provide any Customer Data and to permit Company to use it as contemplated under this Agreement; (ii) Customer Data and Customer’s other activities in connection with the Platform and Services do not and will not violate, infringe, or misappropriate any third party’s intellectual property or proprietary rights, nor does Customer Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing; (iii) the payment information Customer provides is true, correct, and complete, and Customer is authorized to use the payment instrument for the applicable subscription or purchase; (iv) Customer has the right to grant Service Personnel access to any Customer Accounts, payment instruments, credit cards, or financial accounts that Customer provides or makes available to Service Personnel, and such access does not violate any third party’s rights or any other agreement to which Customer is a party; and (v) Customer’s use of the Services complies, and will continue to comply, with all applicable laws, rules, and regulations.

15.3 General Disclaimer. Except as expressly set forth in this Agreement, COMPANY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY WORK PRODUCT, SERVICES, DOCUMENTATION, CONTENT, OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS. THE SERVICES, WORK PRODUCT, DOCUMENTATION, AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

15.4 Virtual Assistant and Professional Services Disclaimer. COMPANY DOES NOT WARRANT OR GUARANTEE THE QUALITY, TIMELINESS, OR ACCURACY OF THE SERVICES OR ANY WORK PRODUCT, AND DOES NOT GUARANTEE THAT SERVICE PERSONNEL WILL MEET ANY DEADLINES SET BY CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY PARTICULAR SERVICE PERSONNEL MEETS CUSTOMER’S NEEDS AND FOR REVIEWING AND VERIFYING ALL WORK PRODUCT.

15.5 Internet and Network Disclaimer. TO THE EXTENT THE SERVICES DEPEND UPON OR USE THE INTERNET OR CUSTOMER’S INTERNAL COMPUTER NETWORK, COMPANY HAS NO CONTROL OVER THE INTERNET OR CUSTOMER’S NETWORK, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THEIR PERFORMANCE, AND HAS NO LIABILITY FOR CUSTOMER’S INABILITY TO USE THE SERVICES AS A RESULT OF INTERNET OR NETWORK FAILURES.

15.6 Service Level Disclaimer. Unless expressly set forth in a Service-Specific Addendum or Order Form, Company does not warrant or guarantee any specific service levels, response times, or availability with respect to the Services.

15.7 Third-Party Integrations Disclaimer. TO THE EXTENT THE PLATFORM INCLUDES OR INTEROPERATES WITH THIRD-PARTY INTEGRATIONS, BROWSER EXTENSIONS, OR SERVICES NOT PROVIDED BY COMPANY, INCLUDING THIRD-PARTY AI PROCESSORS, COMPANY MAKES NO WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, OR ACCURACY OF ANY THIRD-PARTY INTEGRATION OR SERVICE. COMPANY HAS NO LIABILITY FOR ANY ACT, OMISSION, OR FAILURE OF ANY THIRD PARTY PROVIDING SUCH INTEGRATION OR SERVICE.

16. Release; Limitations Period

16.1 Release. CUSTOMER AND ITS HEIRS, SUCCESSORS, AND ASSIGNS FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE PERSONNEL, AND CONTRACTORS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES OF ANY KIND (COLLECTIVELY, “LIABILITIES”) THAT CUSTOMER MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES, EXCEPT TO THE EXTENT SUCH LIABILITIES ARISE FROM A RELEASED PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

16.2 California Civil Code §1542 Waiver. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE FOREGOING RELEASE DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO CUSTOMER, AND CUSTOMER WAIVES ITS RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY SIMILAR STATUTE IN ANY OTHER JURISDICTION). CUSTOMER UNDERSTANDS THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THIS AGREEMENT AND THIS WAIVER, CUSTOMER ASSUMES ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

16.3 Limitations Period. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WORK PRODUCT, THE SERVICES, THE PLATFORM, THE DOCUMENTATION, OR THE CONTENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THAT CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Indemnification

17.1 Indemnification by Customer. Customer will indemnify, defend, and hold harmless Company, its Affiliates, and their respective directors, officers, employees, agents, representatives, partners, Service Personnel, and contractors (the “Company Indemnitees”) from and against any and all third-party claims, demands, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to: (a) Customer Data or Customer’s use, non-use, or misuse of the Services, Documentation, or Content; (b) Customer’s breach of this Agreement, including Customer’s representations and warranties; (c) Customer’s violation of applicable laws (including TCPA, CAN-SPAM, FDCPA, CCPA/CPRA, GDPR, and other privacy, anti-spam, or consumer-protection laws); (d) Customer’s gross negligence or willful misconduct; (e) any act or omission of Service Personnel performed on Customer’s behalf, at Customer’s request or direction, or in accordance with Customer’s instructions, scripts, or approved processes; (f) Customer’s grant of access to Customer Accounts, payment credentials, or financial instruments to Service Personnel; and (g) any claim that Customer Data violates, infringes, or misappropriates any third party’s rights. This indemnity obligation does not apply to the extent a Loss is finally determined by a court of competent jurisdiction to have arisen solely from Company’s gross negligence or willful misconduct.

17.2 Indemnification by Company. Company will defend, indemnify, and hold harmless Customer from all out-of-pocket costs, damages, losses, judgments, fines, and expenses (including reasonable attorneys’ fees) (collectively, “Out-of-Pocket Costs”) arising from any third-party claim that the use of the Platform as permitted under this Agreement infringes or misappropriates any United States intellectual property rights, including patent, copyright, trademark, or trade secret rights (“IP Claim”). Company will indemnify Customer for any Out-of-Pocket Costs finally awarded against (or any settlement approved by Company paid by) Customer in connection with any IP Claim; provided that: (x) Customer promptly notifies Company of such IP Claim; (y) Customer tenders sole and exclusive authority to defend and/or settle any such IP Claim to Company (provided that Company may not settle unless it unconditionally releases Customer of all related liability, without Customer’s prior written consent, which will not be unreasonably withheld); and (z) Customer reasonably cooperates with Company in that defense. This Section 17.2 states Company’s sole and exclusive liability and obligation and Customer’s exclusive remedy for any IP Claim. Company will also indemnify, defend, and hold harmless Customer from all Out-of-Pocket Costs arising from any third-party claim to the extent finally determined by a court of competent jurisdiction to have arisen from Company’s gross negligence or willful misconduct.

17.3 Mitigation. If Customer’s use of the Platform has become, or in Company’s opinion is likely to become, the subject of any IP Claim, Company may at its option and expense, and as Customer’s sole and exclusive remedy under this Section 17.3: (i) procure for Customer the right to continue using the Platform; (ii) replace or modify the Platform to make it non-infringing (with comparable functionality); or (iii) if the foregoing options are not reasonably practicable, terminate the Agreement and provide a pro rata refund of prepaid Fees for the terminated portion of the Term.

17.4 Exclusions. Company will have no liability or obligation with respect to any IP Claim to the extent caused by: (A) Company’s compliance with guidelines, plans, or specifications provided by Customer; (B) Customer’s use of the Platform not in accordance with this Agreement; (C) modification of the Platform by or on behalf of Customer without Company’s written consent; (D) Customer Data; (E) the combination, operation, or use of the Platform by Customer with other applications, products, or services where the Platform would not by itself be infringing; or (F) acts or omissions by Customer (clauses (A) through (F), “Excluded IP Claims”).

17.5 Indemnification Procedures. Except as otherwise set forth in Section 17.2 with respect to IP Claims, each indemnifying Party’s obligations under this Section 17 are conditioned upon the indemnified Party: (a) promptly notifying the indemnifying Party in writing of the claim; (b) tendering sole control of the defense and settlement of the claim to the indemnifying Party, provided that the indemnifying Party may not settle any claim in a manner that admits fault by, or imposes any obligation on, the indemnified Party without the indemnified Party’s prior written consent, which will not be unreasonably withheld; and (c) providing reasonable cooperation, at the indemnifying Party’s expense, in the defense of the claim. The indemnified Party may participate in the defense with counsel of its own choosing at its own expense.

18. Limitation of Liability

18.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, A BREACH OF CONFIDENTIALITY UNDER SECTION 9, A BREACH OF THE DATA PRIVACY AND SECURITY OBLIGATIONS UNDER SECTION 10, OR A BREACH OF THE LICENSE RESTRICTIONS UNDER SECTION 5.2, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS AND CUSTOMER’S OBLIGATIONS UNDER SECTION 14 (NON-SOLICITATION), ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE INCIDENT OR CLAIM.

18.2 Additional Limitations. WITHOUT LIMITING THE ABOVE OR OTHER LIMITATIONS IN THE AGREEMENT, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF: (A) ANY WORK PRODUCT, INCLUDING ANY ERRORS, INACCURACIES, OR OMISSIONS IN IT; (B) ANY ACTS OR OMISSIONS OF SERVICE PERSONNEL PERFORMED AT CUSTOMER’S DIRECTION OR ON CUSTOMER’S BEHALF; (C) ANY MISUSE OF CUSTOMER-PROVIDED PAYMENT CREDENTIALS, CREDIT CARDS, OR FINANCIAL ACCOUNT ACCESS BY SERVICE PERSONNEL; (D) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (E) ANY INTERACTIONS BETWEEN CUSTOMER AND THIRD PARTIES FACILITATED THROUGH THE SERVICES; OR (F) ANY THIRD-PARTY INTEGRATION, BROWSER EXTENSION, OR THIRD-PARTY AI PROCESSOR NOT PROVIDED BY COMPANY.

18.3 Liability Cap. NOTWITHSTANDING THE FOREGOING, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A BREACH OF CONFIDENTIALITY UNDER SECTION 9, A BREACH OF THE DATA PRIVACY AND SECURITY OBLIGATIONS UNDER SECTION 10, OR A BREACH OF THE LICENSE RESTRICTIONS UNDER SECTION 5.2, EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS APPLY IN THE AGGREGATE FOR ALL CLAIMS UNDER THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS OR CAUSES OF ACTION.

18.4 Essential Basis. THE LIMITATIONS OF LIABILITY IN THIS SECTION 18 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL APPLY REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

19. Arbitration; Governing Law

19.1 Arbitration. All disputes arising out of or relating to this Agreement will be resolved exclusively through binding arbitration in accordance with the attached Schedule A (Dispute Resolution by Binding Arbitration), which is incorporated into this Agreement by reference. Schedule A includes a class-action waiver, jury-trial waiver, pre-dispute notice period, and small-claims carve-out.

19.2 Governing Law. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

20. Mobile Application Distribution; Apple-Specific Terms

20.1 App Store Distribution. Company offers a mobile application made available through the Apple App Store (“Distribution Channel”). If Customer obtains the mobile application through the Distribution Channel, Customer may be subject to additional terms of the Distribution Channel. This Agreement is between Customer and Company only, and not with the Distribution Channel.

20.2 Apple-Specific Terms. With respect to the mobile application made available in connection with an Apple-branded product (“Apple-Enabled Software”), the following terms apply: (a) this Agreement is concluded between Company and Customer only, and not with Apple Inc. (“Apple”); Company, not Apple, is solely responsible for the Apple-Enabled Software; (b) Customer may not use the Apple-Enabled Software in violation of the App Store Terms of Service; (c) Customer’s license is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that Customer owns or controls; (d) Apple has no obligation to provide maintenance or support for the Apple-Enabled Software; (e) Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Apple-Enabled Software; (f) Company, not Apple, is responsible for addressing any claims relating to the Apple-Enabled Software, including product liability claims, claims that the Apple-Enabled Software fails to conform to applicable legal or regulatory requirements, and claims arising under consumer protection or similar legislation; (g) Company, not Apple, is responsible for the investigation, defense, settlement, and discharge of any claim that the Apple-Enabled Software infringes a third party’s intellectual property rights; (h) Customer represents that Customer is not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and is not listed on any U.S. Government list of prohibited or restricted parties; (i) questions or claims regarding the Apple-Enabled Software should be directed to Company at [email protected], 206B West James Street, Lancaster, PA 17603; and (j) Apple and its subsidiaries are third-party beneficiaries of this Agreement with respect to the Apple-Enabled Software and, upon Customer’s acceptance of this Agreement, Apple will have the right to enforce this Agreement against Customer as a third-party beneficiary.

21. General Provisions

21.1 Construction. In this Agreement, unless the context otherwise requires: (a) words importing the masculine gender include the feminine and neuter genders, and vice versa; (b) words importing the singular include the plural, and vice versa; (c) the words “include,” “includes,” and “including” are followed by the words “without limitation”; (d) references to “Section” or “Sections” refer to sections of this Agreement unless otherwise specified; (e) the headings used in this Agreement are for convenience of reference only and will not affect its interpretation; and (f) this Agreement will not be construed against either Party as the drafter.

21.2 Language. This Agreement is drafted in the English language. Any translation of this Agreement into another language is provided for convenience only, and the English language version will control in the event of any conflict or inconsistency with a translated version.

21.3 Export Compliance. Each Party will comply with the export laws and regulations of the United States, European Union, and other applicable jurisdictions.

21.4 Anti-Bribery and Anti-Corruption; Foreign Business Dealings. Customer represents, warrants, and covenants that it will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and will not, directly or indirectly, offer, promise, authorize, or provide anything of value to any government official, political party, or other person for the purpose of improperly influencing any act or decision, obtaining or retaining business, or securing any improper advantage. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country or region subject to comprehensive U.S. trade sanctions or embargo, and is not identified on any restricted party, denied person, or sanctions list maintained by the U.S. government or other applicable governmental authority. Where Customer engages in business with, or through, government entities, state-owned enterprises, or foreign officials in connection with the Services, Customer is solely responsible for ensuring that such engagement complies with applicable anti-bribery, anti-corruption, sanctions, and export control laws of the United States and other applicable jurisdictions, and will promptly notify Company of any actual or suspected violation of this section.

21.5 Assignment. Customer may not assign or otherwise transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without Company’s prior written consent, which Company may grant or withhold in its sole discretion. Company may assign or otherwise transfer this Agreement, in whole or in part, at any time and without Customer’s consent, including to an affiliate or in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets or business. Any attempted assignment by Customer in violation of this Section will be null and void.

21.6 Waiver. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver. Any waiver must be in writing and signed by the waiving Party. No waiver of any breach, default, or provision of this Agreement will constitute a waiver of any prior, contemporaneous, or subsequent breach, default, or provision of this Agreement, whether or not similar, unless the written waiver expressly states otherwise.

21.7 Force Majeure. Neither Party will be deemed in breach for any cessation, interruption, or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, cyber-attacks, epidemics/pandemics, civil disturbance, carrier or telecommunications failures, and internet or network disruptions. "Force Majeure" shall not include economic hardship, changes in market conditions, or insufficiency of funds.

21.8 Notices. Any notice required or permitted under this Agreement must be in writing and will be deemed given: (a) forty-eight (48) hours after dispatch, if sent by post; or (b) upon transmission, if sent by email. Notices to Company must be sent to 206B West James Street, Lancaster, PA 17603, or to [email protected], either of which is independently sufficient to constitute notice. Notices to Customer will be sent to the email address associated with Customer’s account. Customer agrees that electronic communications satisfy any legal requirement that such communications be in writing.

21.9 Severability. If any provision is determined to be invalid, illegal, or unenforceable, such provision will be enforced as nearly as possible in accordance with the Parties’ stated intention, while the remainder of this Agreement will remain in full force and effect.

21.10 No Third-Party Beneficiaries. Except as expressly provided in Section 20.2 (Apple as third-party beneficiary), this Agreement does not create any third-party beneficiary rights.

21.11 Entire Agreement. This Agreement, together with the Plan, any Order Form, the Privacy Policy, the DPA, and all applicable Service-Specific Addenda and Schedule A, constitutes the entire agreement between Customer and Company with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, and agreements.

21.12 Publicity. Company may identify Customer as a customer of Company and may use Customer’s name and logo in Company’s marketing materials, customer lists, and website, unless Customer notifies Company in writing that it objects to such use. Company will comply with Customer’s branding guidelines as provided by Customer to Company.

21.13 Cumulative Remedies. Except as expressly stated otherwise in this Agreement (including where a remedy is designated as a Party’s sole and exclusive remedy), the rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that a Party may have at law or in equity.

21.14 Electronic Acceptance. Customer agrees that clicking a box or button indicating acceptance, selecting a Plan, or accessing or using the Services constitutes Customer’s electronic signature and acceptance of this Agreement with the same legal effect as a handwritten signature.

21.15 Counterparts. Any Order Form may be executed in counterparts, including by electronic or digital signature, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

ADDENDUM 1 — Virtual Assistant Services

Applies when Virtual Assistant Services are included in Customer’s Plan. Capitalized terms not defined in this Addendum have the meanings given in the General Terms & Conditions of these Terms of Service.

A1.1 Scope. Company provides administrative and professional support services performed by one or more Virtual Assistants (“VAs”) through the Platform, as directed by the Customer Contact and within the scope of the selected Plan. Virtual Assistant Services include, without limitation, calendar management, travel booking, email management, research, data entry, expense reconciliation, event planning, personal errands, and such other administrative tasks as described in Company’s published service descriptions, which are subject to change from time to time.

A1.2 Task Submission. Tasks are submitted through the Platform or other agreed communication channels. Each request should describe one defined task. Customer shall keep its task requests within the scope of the Services and Company’s published guidance.

A1.3 Plan Hours; No Carryover. Plans are governed by a monthly hour allotment as specified in the selected Plan. Unless the Plan expressly states otherwise, unused hours do not carry over to the next billing cycle. Tasks and hour allotments are non-transferable between accounts.

A1.4 Staffing Model. Company will match Customer with a dedicated VA based on Customer’s completed onboarding questionnaire. Customer acknowledges that: (a) Company aims to provide a consistent, dedicated VA but does not guarantee the same individual throughout the engagement; (b) if Customer’s assigned VA is unavailable, Customer may request that Services be performed by another qualified VA; (c) Company reserves the right to assign, reassign, or replace a VA at any time and for any reason; and (d) Company will provide reasonable transition support when a VA is reassigned.

A1.5 Independent Contractor Status of VAs. VAs are independent contractors of Company and not employees of Company or Customer. The Acceptable Use, Conduct Toward Service Personnel, and Termination by Company sections of the Terms of Service apply. Each VA has full discretion to accept or decline an engagement and may terminate the engagement with Customer at any time, for any reason. The non-solicitation and liquidated damages provisions of the Non-Solicitation and No Off-Platform Payments section of these Terms of Service apply to VA Service Personnel.

A1.6 Response Times. VAs are instructed during onboarding to target a two (2)-hour response time during business hours. However, this is an aspirational target, not a guaranteed SLA. If a VA agrees to a different response time directly with Customer, that individual arrangement controls and Company does not enforce or guarantee it.

A1.7 VA Substitution. If Customer’s task volume or hour usage materially exceeds the scope contemplated by Customer’s Plan, Company may, in its discretion, temporarily supplement Customer’s dedicated VA with additional Service Personnel from the pool to maintain response times, subject to availability.

A1.8 Direction and Review. Customer directs and reviews all Work Product and retains sole responsibility for approvals, final decisions, and the accuracy and completeness of any deliverable. VAs act solely at Customer’s direction and have no independent authority to exercise business judgment on matters requiring Customer’s expertise or approval. Company makes no representation regarding the suitability, accuracy, or fitness of any Work Product for Customer’s purposes and has no duty to supervise, review, or approve Work Product before delivery. Customer is solely responsible for verifying all Work Product before use.

A1.9 Acts Performed on Customer’s Behalf; Agency. Where VAs act on Customer’s behalf or at Customer’s direction (for example, sending communications, making purchases or bookings, managing accounts, or interacting with third parties), VAs act solely as Customer’s limited agent for the narrow purpose of performing the requested task. Customer—not Company—is the principal with respect to all acts performed on Customer’s behalf, and third parties should understand they are interacting with Customer’s representative, not with Company. VAs have no authority to: (i) make representations, warranties, or commitments on behalf of Company; (ii) bind Company to any obligation; or (iii) exercise independent judgment on matters requiring Customer’s business expertise or approval. Customer is solely responsible for: (a) the instructions provided to VAs; (b) the consequences of acts performed at Customer’s direction; (c) ensuring that requested tasks comply with applicable laws and third-party terms of service; and (d) reviewing and approving all actions before they are finalized where the nature of the task permits.

A1.10 Payment Credentials. The provisions of the Payment Instruments and Financial Information section of these Terms of Service apply with particular force to Virtual Assistant Services. The provisions regarding Customer’s sole responsibility for controls, monitoring, and assumption of risk set forth in that section are incorporated into this Addendum by reference. Customer acknowledges that providing VAs with access to payment instruments, financial accounts, or purchasing authority creates inherent risks, and Customer assumes all such risks except to the extent a loss is finally determined by a court of competent jurisdiction to have arisen solely from Company’s gross negligence or willful misconduct.

A1.11 Sensitive Information. Customer acknowledges that VAs may receive or have access to sensitive information, including personal, financial, health-related, or confidential business information. Customer is solely responsible for: (a) determining what information to share with VAs; (b) instructing VAs on the handling of sensitive information; (c) ensuring that the collection and handling of such information complies with all applicable privacy and data protection laws; and (d) any breach or unauthorized disclosure of sensitive information arising from Customer’s instructions or the nature of Customer’s business. Company will handle sensitive information in accordance with the Confidentiality section of the Terms of Service and the DPA, but makes no representation that the Services satisfy any industry-specific compliance requirements (including HIPAA, PCI-DSS, SOX, or GLBA) unless expressly agreed in writing.

A1.12 Work Product and Service Disclaimer. COMPANY DOES NOT WARRANT OR GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY WORK PRODUCT OR SERVICES. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF WORK PRODUCT. Company is not liable for any errors, omissions, or inaccuracies in Work Product, or for any decision made or action taken by Customer in reliance on Work Product. The disclaimer in Section 15.4 of the General Terms & Conditions is incorporated into this Addendum by reference.

A1.13 VA Services Indemnity. In addition to Customer’s indemnification obligations under Section 17 of the General Terms & Conditions, Customer will indemnify, defend, and hold harmless the Company Indemnitees from and against any claim, loss, liability, fine, penalty, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the VA Services or any Work Product; (b) acts performed by VAs on Customer’s behalf or at Customer’s direction; (c) Customer’s instructions, processes, business, products, or services; (d) any claim by a third party arising from a VA’s performance on Customer’s behalf; (e) any unauthorized use of Customer’s accounts, payment instruments, or credentials by a VA acting within the scope of Customer’s instructions; or (f) any regulatory investigation or enforcement action relating to Customer’s use of the Services, except in each case to the extent finally determined by a court of competent jurisdiction to have arisen solely from Company’s gross negligence or willful misconduct. This indemnity obligation survives termination or expiration of this Agreement.

ADDENDUM 2 — Virtual Receptionist Services

Applies when Virtual Receptionist Services are included in Customer’s Plan. Capitalized terms not defined in this Addendum have the meanings given in the General Terms & Conditions of these Terms of Service.

A2.1 Scope. Company provides live call answering and, where included in the selected Plan, outbound calling, appointment booking, dispatch/routing, messaging, and related communications services on Customer’s behalf, performed by Virtual Receptionists (“VRs”) during the applicable service hours.

A2.2 Service Hours. The Virtual Receptionist division operates on a 24/7 basis, subject to the Plan selected and any service-hour limitations specified in it. Our live answering hours are Mon - Fri, 6a - 7p MST, and Sat - Sun, 6a - 6p MST, excluding Christmas Day and Thanksgiving Day. Calls received outside live answering hours may be routed via contracted service providers, interactive voice response (IVR), or emergency routing. Live answering hours are subject to change, and Company will make commercially reasonable efforts to provide 30 days’ notice before any such changes to live answering hours

A2.3 Employee Status. VRs are employees of Company, not independent contractors. The independent-contractor-specific provisions of the Relationship of the Parties and Independent Contractors section of these Terms of Service addressing the independent contractor classification and multi-client engagements of certain Service Personnel do not apply to VRs, but the independent contractor relationship between Company and Customer described in that section remains in full force and effect. Customer nonetheless is not a co-employer of VRs.

A2.4 Conduct Standards. Customer shall interact with VRs in a professional and respectful manner consistent with the Acceptable Use and Conduct Toward Service Personnel section of the Terms of Service. Because VRs are employees subject to Company’s workplace policies, Company may terminate or suspend the Agreement if Customer’s conduct creates a hostile or unsafe working environment.

A2.5 Usage-Based Billing. In addition to any base subscription, connected calls, live chat time, and after-call work (together, "Handle Time") are billed per minute of use. Handle Time is measured in thirty (30)-second increments, with any partial increment rounded up to the next half (0.5) minute. At the end of each monthly billing period, total accumulated Handle Time is rounded up to the nearest whole minute for invoicing. A "Connected Call" is one where the VR answers an inbound call or, on an outbound call, reaches a live person, answering machine, or voicemail.

A2.6 Testing and Training. Up to 90 minutes of training and testing time are included in the first month of your Services. After this allotment, training and testing time will be included as Handle Time. Workflow modifications (including CRM changes, script updates, or routing changes) may incur additional training and testing time.

A2.7 International Calls. We will not make outbound calls to any country other than the United States and Canada. Should you receive any international calls from outside the U.S. and Canada, you will be assessed an additional surcharge of $3.00 per minute for receiving the call, including if the call is forwarded to your cell phone.

A2.8 VR-Specific Onboarding. In addition to general onboarding requirements, Customer must complete VR-specific onboarding, including configuring call forwarding, providing scripts or call-handling instructions, and designating authorized contacts for escalation.

A2.9 Call Monitoring and Recording. By default, Company plays a disclosure prompt notifying callers that calls may be monitored or recorded. Customer is solely responsible for ensuring that any recording disclosure satisfies the laws of all jurisdictions from which Customer’s callers may be calling, including two-party consent jurisdictions . If Customer directs removal of the disclosure prompt, Customer bears sole responsibility for any resulting violations and will indemnify the Company Indemnitees for any claims, fines, or penalties arising from the absence of disclosure.

A2.10 Recording Retention; PCI. Recordings are available for thirty (30) days and archived for up to one (1) year (retrieval may incur a fee). Recordings capturing cardholder data are permanently deleted per PCI requirements.

A2.11 Outbound Calling; TCPA. Company does not place unsolicited cold calls. For outbound calling or messaging, Customer is solely responsible for obtaining required consents, honoring Do-Not-Call requests, and complying with the TCPA and analogous laws. Customer will indemnify the Company Indemnitees for any claims, fines, or penalties arising under the TCPA or analogous laws

A2.12 Not a Debt Collector. At Customer’s request, the Services may include administrative assistance with Customer’s accounts receivable, such as invoice reminders, payment follow-up calls, and processing of Customer payments, provided that (a) such assistance is limited to accounts that are not more than ninety (90) days past due and have not been referred to a third-party collection agency or designated as uncollectible by Customer, (b) Company acts solely at Customer’s direction and on Customer’s behalf, and (c) Customer remains solely responsible for all collection-related compliance. Company does not provide debt collection services and will not place calls or send communications regarding accounts that are in default or that Customer has submitted to collections. Customer will indemnify the Company Indemnitees for any claims, fines, or penalties arising under the FDCPA or analogous laws.

A2.13 CAN-SPAM; Commercial Messaging. Customer is solely responsible for the content, accuracy, and legality of all commercial electronic messages, including emails and text messages, sent on Customer’s behalf through the Services. Customer represents and warrants that: (a) Customer has obtained all required consents from recipients, including express consent where required under applicable law; (b) all messages comply with the CAN-SPAM Act, including accurate header and sender information, non-deceptive subject lines, identification as advertising where required, and inclusion of Customer’s valid physical postal address; (c) Customer maintains a functioning opt-out mechanism and honors unsubscribe requests within ten (10) business days; and (d) messages comply with all applicable state, federal, and international anti-spam and electronic messaging laws, including the Canadian Anti-Spam Law (CASL) where applicable. Company acts solely as a service provider transmitting messages at Customer’s direction and is not the “sender” or “initiator” of commercial messages for purposes of CAN-SPAM or analogous laws. Customer will indemnify the Company Indemnitees for any claims, fines, or penalties arising under CAN-SPAM, CASL, or analogous laws.

A2.14 Duty to Disconnect Call Forwarding. Upon termination, suspension, or expiration, Customer is solely responsible for removing call forwarding. Forwarded calls after disconnection are lost and cannot be traced. Company is not liable for any missed calls, lost messages, or business interruption resulting from Customer’s failure to disconnect call forwarding.

A2.15 Emergency Routing. The Services are not an emergency line and are not a substitute for 911 or other emergency services. While some Plans may provide emergency or after-hours routing via IVR, Customer is solely responsible for its own emergency coverage. Company is not liable for any delay, failure, or inability to route emergency calls or for any harm resulting from Customer’s or a caller’s reliance on the Services for emergency communications.

A2.16 Telephony Reliability. Company is not liable for delays, interruptions, missed calls, lost voicemails, or transmission errors caused by carriers, devices, or internet outages beyond its reasonable control. COMPANY DOES NOT GUARANTEE UNINTERRUPTED SERVICE, CALL QUALITY, OR THAT ALL CALLS WILL BE ANSWERED OR MESSAGES ACCURATELY RELAYED. Customer acknowledges that telephony services depend on third-party carriers and infrastructure and that occasional service disruptions are inherent in such services.

A2.17 Appointment Scheduling. If the Services include appointment booking or scheduling, VRs will use commercially reasonable efforts to accurately capture and record appointment details provided by callers. Customer is responsible for: (a) providing clear scheduling parameters, availability windows, and booking rules to VRs; (b) maintaining and keeping current the calendar or scheduling system to which VRs have access; and (c) promptly reviewing scheduled appointments and notifying VRs and Company of any recurring errors. Company is not liable for scheduling errors resulting from: (i) caller-provided misinformation; (ii) outdated, incomplete, or conflicting availability information provided by Customer; (iii) technical failures in Customer’s calendar or scheduling systems; or (iv) circumstances beyond Company’s reasonable control.

A2.18 Sensitive Information. Customer acknowledges that VRs may receive sensitive information from callers, including personal, financial, health-related, or confidential business information. Customer is solely responsible for: (a) instructing VRs on the handling of sensitive information; (b) ensuring that the collection and handling of such information complies with all applicable privacy and data protection laws; and (c) any breach or unauthorized disclosure of sensitive information arising from Customer's instructions or the nature of Customer's business. Company will handle sensitive information in accordance with the Confidentiality section of the Terms of Service and the DPA, but makes no representation that the Services satisfy any industry-specific compliance requirements (including HIPAA, PCI-DSS beyond call recording deletion, or GLBA) unless expressly agreed in writing.

A2.19 Agency Relationship; Indemnity. Customer acknowledges and agrees that, in performing the Services, VRs act solely as Customer’s limited agent for the narrow purpose of receiving, handling, and relaying communications on Customer’s behalf in accordance with Customer’s scripts and instructions. Customer—not Company—is the principal with respect to all content communicated to callers, and third parties interacting with VRs should understand they are communicating with Customer’s representative, not with Company. VRs have no authority to: (i) provide professional, legal, medical, financial, or other regulated advice; (ii) make representations, warranties, or commitments on behalf of Company; (iii) bind Company to any obligation to Customer or Customer’s callers; (iv) deviate from Customer’s scripts or instructions except as reasonably necessary to handle unforeseen circumstances in a call; or (v) exercise independent judgment on matters requiring Customer’s business or professional expertise. Customer is solely responsible for: (a) the content, accuracy, and legality of all scripts, instructions, and processes provided to VRs; (b) ensuring scripts and instructions comply with all laws applicable to Customer’s industry, including consumer protection, telemarketing, healthcare, financial services, and other regulated industries; (c) the underlying business, products, and services being represented; (d) training VRs on any industry-specific requirements beyond Company’s general call-handling training; and (e) reviewing and approving all messaging before it is communicated to callers. Company makes no representation regarding the suitability, accuracy, or legal compliance of Customer's scripts or instructions and has no duty to review or approve them. Customer will indemnify, defend, and hold harmless the Company Indemnitees from and against any claim, loss, liability, fine, penalty, or expense (including reasonable attorneys’ fees) arising out of or relating to: (A) VRs’ performance on Customer’s behalf, including any communication, action, or omission in the course of the Services; (B) Customer’s scripts, instructions, processes, business, products, or services; (C) any communication between a VR and a third party made in the course of the Services; (D) any claim by a third party arising from reliance on information communicated by a VR; or (E) any regulatory investigation or enforcement action relating to Customer’s use of the Services, except in each case to the extent finally determined by a court of competent jurisdiction to have arisen solely from Company’s gross negligence or willful misconduct. This indemnity obligation survives termination or expiration of this Agreement.

ADDENDUM 3 — Paralegal & Legal Support Services

Applies when Paralegal / Legal Support Services are included in Customer’s Plan. Capitalized terms not defined in this Addendum have the meanings given in the General Terms & Conditions of these Terms of Service.

A3.1 Scope. Company provides Paralegal support services—such as document preparation, legal research assistance, filing logistics, case-management support, and document review—performed by Service Personnel under the direction and supervision of Customer’s Supervising Attorney (as defined in Section A3.3). Paralegal Services are administrative and paraprofessional support services only and do not constitute the practice of law.

A3.2 Not a Law Firm; No Legal Advice. COMPANY IS NOT A LAW FIRM AND SERVICE PERSONNEL ARE NOT LICENSED ATTORNEYS. NEITHER COMPANY NOR ITS SERVICE PERSONNEL PROVIDE LEGAL ADVICE, OPINIONS, OR REPRESENTATION. NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED BETWEEN CUSTOMER (OR ANY THIRD PARTY) AND COMPANY OR ITS SERVICE PERSONNEL BY VIRTUE OF THIS AGREEMENT OR THE SERVICES.

A3.3 Attorney Supervision; Professional Responsibility. Customer represents and warrants that: (i) if Customer is an individual, Customer is a licensed attorney in good standing in at least one U.S. jurisdiction; or (ii) if Customer is an entity, Customer has designated a licensed attorney in good standing in at least one U.S. jurisdiction who will be responsible for supervising Service Personnel’s work (in either case, the “Supervising Attorney”). The Supervising Attorney retains sole professional responsibility for: (a) all Work Product, including its accuracy, completeness, legal sufficiency, and fitness for any particular purpose; (b) exercising independent professional judgment on all legal matters; (c) all client communications and legal advice; (d) final review, approval, and filing of all documents; and (e) compliance with all applicable rules of professional conduct. Service Personnel act solely at the direction of, and under review by, the Supervising Attorney and have no independent authority to exercise legal judgment. Company does not provide services to pro se litigants, claimants, or any person or entity that has not designated a Supervising Attorney. Customer will immediately notify Company if the Supervising Attorney’s license to practice law is suspended, revoked, or made subject to disciplinary proceedings, or if Customer designates a different Supervising Attorney.

A3.4 Unauthorized Practice of Law; Multi-Jurisdictional Compliance. Customer is solely responsible for ensuring that Customer’s use of the Services, and all tasks assigned to Service Personnel, comply with the professional conduct rules and unauthorized-practice-of-law statutes, regulations, and rules of every jurisdiction in which Customer practices or in which the Services will be used. Rules regarding paralegal supervision, delegation, and the unauthorized practice of law vary by jurisdiction, and Company makes no representation that the Services comply with the rules of any particular jurisdiction. Service Personnel will not, under any circumstances: (a) appear in court, at depositions, or at any legal proceeding on behalf of any party; (b) sign pleadings, motions, briefs, contracts, or other legal documents; (c) provide legal advice, legal opinions, or legal strategy recommendations to Customer or any third party; (d) set, negotiate, or collect legal fees; (e) accept or decline cases or clients on Customer’s behalf; (f) communicate legal advice to Customer’s end clients; (g) hold themselves out as attorneys or licensed legal professionals; or (h) perform any task that constitutes the practice of law in any jurisdiction.

A3.5 Confidential and Privileged Materials. Customer remains solely responsible for preserving attorney-client privilege, work-product protection, and any other applicable legal privileges or protections. Company will protect privileged and litigation materials under the Confidentiality section of the Terms of Service, but Company makes no representation or warranty that the transmission, storage, or handling of such materials through the Platform or Services will preserve any privilege or protection. Customer is solely responsible for: (a) conflicts screening and compliance with rules governing conflicts of interest; (b) determining whether materials are privileged or protected; (c) instructing Service Personnel on the handling of privileged materials; and (d) any waiver of privilege arising from Customer’s use of the Services.

A3.6 Deadlines; No Outcome Guarantees. Customer is solely responsible for docketing, calendaring, tracking, and meeting all statutes of limitation, court deadlines, filing deadlines, and other time-sensitive obligations. Company does not maintain a docketing or calendaring system for Customer and has no obligation to remind Customer of any deadline. COMPANY DOES NOT GUARANTEE ANY LEGAL OUTCOME, RESULT, OR THE SUFFICIENCY, ACCURACY, OR LEGAL EFFECT OF ANY FILING, DOCUMENT, OR WORK PRODUCT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND APPROVING ALL WORK PRODUCT BEFORE USE OR FILING.

A3.7 Independent Contractor Status. Paralegal Service Personnel are independent contractors of Company. The Relationship of the Parties and Independent Contractors section and the Termination by Company section of these Terms of Service apply.

A3.8 Non-Solicitation. The non-solicitation and liquidated damages provisions of the Non-Solicitation and No Off-Platform Payments section of these Terms of Service apply to Paralegal Service Personnel.

A3.9 Work Product Disclaimer. COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUALITY, ACCURACY, COMPLETENESS, OR LEGAL SUFFICIENCY OF ANY WORK PRODUCT. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF WORK PRODUCT. Company does not carry legal malpractice insurance covering the Paralegal Services, and Customer should not rely on any such coverage.

A3.10 Paralegal Services Indemnity. In addition to Customer’s indemnification obligations under Section 17 of the General Terms & Conditions, Customer will indemnify, defend, and hold harmless the Company Indemnitees from and against any claim, loss, liability, fine, penalty, disciplinary action, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the Paralegal Services or any Work Product; (b) any claim by Customer’s end clients or any third party relating to legal services, legal advice, or legal representation; (c) any allegation of legal malpractice, professional negligence, or breach of fiduciary duty relating to the Services or Work Product; (d) any state bar complaint, disciplinary proceeding, or regulatory investigation relating to Customer’s use of the Services; (e) any missed deadline, statute of limitations, or filing requirement; (f) any allegation or finding that the Services constituted the unauthorized practice of law; or (g) any waiver of attorney-client privilege or work-product protection arising from Customer’s use of the Services, except in each case to the extent finally determined by a court of competent jurisdiction to have arisen solely from Company’s gross negligence or willful misconduct. This indemnity obligation survives termination or expiration of this Agreement.

SCHEDULE A — Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS CUSTOMER’S RIGHTS.

1. Agreement to Arbitrate. This Schedule A is referred to as the “Arbitration Agreement.” Company and Customer agree that any and all disputes or claims that have arisen or may arise between Customer and Company, whether arising out of or relating to this Agreement, the Services, or otherwise, will be resolved exclusively through final and binding arbitration, rather than in a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court if Customer’s claims qualify. Customer agrees that, by agreeing to this Agreement, Customer and Company are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement affects Customer’s legal rights, including Customer’s right to file a lawsuit in court, to have a jury trial, and to participate in a class action. Customer should read it carefully. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Despite the above, this Arbitration Agreement does not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate, including to protect intellectual property rights; provided that any other relief will be pursued through arbitration. Notwithstanding the foregoing, to the extent that mandatory consumer protection laws applicable to Customer’s jurisdiction preclude enforcement of this Arbitration Agreement as to Customer, this Arbitration Agreement will apply to Customer only to the extent permitted by those mandatory laws, and any dispute not subject to arbitration under this Arbitration Agreement will be resolved exclusively in the federal and state courts located in Lancaster County, Pennsylvania, unless mandatory law requires otherwise.

2. Delegation of Arbitrability. Any dispute regarding the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable, will be resolved by the arbitrator and not by any court, except that any dispute regarding the enforceability of the Prohibition of Class and Representative Actions provision below will be resolved exclusively by a court of competent jurisdiction and not by the arbitrator.

3. Prohibition of Class and Representative Actions. CUSTOMER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH CUSTOMER AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

4. Mass Arbitration; Batch and Bellwether Procedures. If twenty-five (25) or more similar arbitration demands against Company, involving similar claims, are filed by or on behalf of individual customers within a sixty (60)-day period by the same or coordinated counsel or entities (“Mass Filing”), the following procedures apply: (a) Batching. The American Arbitration Association (“AAA”) and the arbitrator(s) will administer the arbitration demands in batches of no more than fifty (50) individual demands per batch, to the extent consistent with the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), and provide for a single set of filing and administrative fees due per batch. (b) Bellwether Process. Before any batch proceeds beyond initial filings, the Parties will select ten (10) individual arbitration demands (five selected by Company, five selected by claimants’ counsel) to proceed as bellwether cases. The bellwether cases will be arbitrated individually, and no other cases in the Mass Filing will proceed until the bellwether cases have concluded and the Parties have had a sixty (60)-day mediation period to attempt global resolution informed by the bellwether outcomes. If no global resolution is reached, additional batches will proceed sequentially. (c) Tolling. All applicable statutes of limitations and filing deadlines are tolled for claims included in a Mass Filing from the date the first demand is filed until the claimant’s individual demand proceeds to arbitration. (d) Fees for Stayed Cases. Filing and administrative fees for arbitration demands that are stayed pending bellwether resolution will not come due until those demands are designated to proceed. (e) Coordination. The Parties agree that this provision is intended to promote the efficient and orderly resolution of claims filed in high volume, and any dispute over the application of this provision will be resolved by a single process arbitrator appointed by the AAA.

5. Third-Party Funding Disclosure. If Customer’s claim is funded in whole or in part by a third party (including any litigation funder, law firm advancing costs on a contingency basis beyond standard fee arrangements, or any person or entity with a financial interest in the outcome of the arbitration other than Customer), Customer must disclose the identity of such third party and the general terms of the funding arrangement in the Notice of Dispute or, if funding is obtained later, within fourteen (14) days of entering into such arrangement. Failure to make required disclosures may result in sanctions, including dismissal of the claim or an award of fees and costs to Company.

6. Pre-Arbitration Dispute Resolution. (a) Notice. A Party who intends to seek arbitration must first send the other Party a written notice of the dispute (“Notice”) by certified mail. The Notice to Company must be sent to: 206B West James Street, Lancaster, PA 17603. The Notice must: (i) describe the nature and basis of the claim or dispute; (ii) set forth the specific relief sought; and (iii) include documentation supporting the claim. (b) Good Faith Negotiation. If Company and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, either Party may commence an arbitration proceeding. During this sixty (60)-day period, the Parties agree to engage in good faith settlement negotiations, which may include a telephonic or video meet-and-confer session if requested by either Party. (c) Compliance Required. Compliance with this pre-arbitration dispute resolution process is a condition precedent to initiating arbitration. An arbitration demand filed without complying with this Section may be dismissed without prejudice.

7. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s Consumer Arbitration Rules if Customer is an individual using the Services primarily for personal, family, or household purposes, and in accordance with the AAA’s Commercial Arbitration Rules in all other cases (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, this Arbitration Agreement controls unless the arbitrator determines that application of the inconsistent terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide. The arbitrator can award the same damages and relief on an individual basis that a court can award under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned only for very limited reasons.

8. Discovery Limitations. To preserve the efficiency of arbitration, discovery is limited to: (a) exchange of documents directly relevant to the dispute; (b) up to five (5) written interrogatories per Party; and (c) one (1) deposition per Party of up to four (4) hours, unless the arbitrator determines that additional discovery is necessary for a fair resolution of the dispute. For disputes involving individual consumers using the Services primarily for personal, family, or household purposes, the arbitrator will apply these limitations with appropriate consideration for the consumer’s ability to obtain evidence necessary to support the claim. The arbitrator has discretion to modify these limitations for good cause shown.

9. Hearing Location. Unless the Parties agree otherwise, any arbitration hearings will take place in a reasonably convenient location with due consideration of the Parties’ ability to travel and other relevant circumstances. If Customer is an individual, Customer may elect to have the hearing conducted in the county of Customer’s residence. If the Parties cannot agree, the AAA will determine the location. If Customer’s claim is for $10,000 or less, Customer may choose whether the arbitration will be conducted on documents, telephonically/by video, or in person. If Customer’s claim exceeds $10,000, hearing format is determined by the AAA Rules. The arbitrator will issue a reasoned written decision.

10. Costs of Arbitration. (a) General Rule. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except as modified below. (b) Consumer Fee Protection. If Customer is an individual using the Services primarily for personal, family, or household purposes, Customer will not be required to pay any arbitration fees or costs that exceed the amount Customer would have paid to file a claim in court. Company will pay any arbitration fees and costs in excess of that amount, including the arbitrator’s fees. If the arbitrator determines that Customer’s claim was filed for purposes of harassment or is frivolous (as measured by Fed. R. Civ. P. 11(b) standards), Customer may be required to reimburse Company for fees and costs Company paid on Customer’s behalf. (c) Frivolous Claims (Non-Consumer). For Customers other than individuals using the Services primarily for personal, family, or household purposes, if the arbitrator finds that Customer’s claim was frivolous or brought for an improper purpose (as measured by Fed. R. Civ. P. 11(b) standards), Customer will reimburse Company for all filing, administration, and arbitrator fees, plus Company’s reasonable attorneys’ fees and costs. (d) Mass Filing Fee Allocation. In the event of a Mass Filing, if the arbitrator in any bellwether case finds that the claims in the Mass Filing are substantially without merit, lack evidentiary support, or were filed primarily for purposes of harassment or to extract a nuisance settlement, Company may seek recovery of its fees and costs incurred in defending the Mass Filing from claimants’ counsel or any third-party funder, to the extent permitted by law.

11. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential.

12. Jury Trial Waiver. WHETHER IN COURT OR IN ARBITRATION, CUSTOMER AND COMPANY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW.

13. Severability. If any provision of this Arbitration Agreement (other than the Prohibition of Class and Representative Actions provision) is found invalid or unenforceable, the Parties agree to replace it with a valid provision that most closely reflects the Parties’ original intent. If the Prohibition of Class and Representative Actions provision is found invalid or unenforceable, the entirety of this Arbitration Agreement will be null and void, and the Parties consent to exclusive jurisdiction in the federal and state courts located in Lancaster County, Pennsylvania. The remainder of the Agreement will continue to apply.

14. Continuation. This Arbitration Agreement will survive the expiration or termination of the Agreement.

15. Right to Opt Out. Customer may opt out of this Arbitration Agreement by sending written notice of Customer’s decision to opt out to: 206B West James Street, Lancaster, PA 17603, within thirty (30) days after first accepting this Agreement. The notice must include Customer’s name, address, email address, and a clear statement that Customer wishes to opt out of this Arbitration Agreement. If Customer opts out of this Arbitration Agreement, all other terms of this Agreement will continue to apply. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that Customer may have entered into with Company or that Customer may enter into in the future with Company. This opt-out right is particularly intended to provide individual consumers with a meaningful opportunity to reject arbitration, but is available to all Customers.