Teleforce Terms of Service
Effective October 23, 2026
These Terms of Service (the “Terms”) govern the executive assistant services offered through tryteleforce.com by TLF IP LLC, a Wyoming limited liability company with its principal place of business at 1111 Brickell Avenue, 10th Floor, Miami, Florida 33131 (“Teleforce”), to the business that accepts them (“Client”). These Terms apply to Teleforce’s executive assistant service only. These Terms, together with the plan, monthly fee and commitment period Client selects at signup or in an order form issued by Teleforce (the “Order”), form the agreement between Teleforce and Client (the “Agreement”). The commitment period Client selects at signup or in the Order, of either ninety (90) days (the “3-month” plan) or twelve (12) months (the “12-month” plan), is the “Initial Period” (also referred to as the “Initial Term”). If an Order conflicts with these Terms, these Terms control unless the Order expressly identifies the provision it modifies and is signed by an authorized representative of Teleforce.
Client accepts these Terms by checking the acceptance box or clicking to accept at signup, by submitting payment information, or by using the Services, whichever occurs first (the “Signup Date”). The individual who accepts on behalf of a business represents that he or she is authorized to bind that business to the Agreement.
1. Business Use Only
1.1 The Services are offered for business and professional use only and are not offered to consumers. Client represents that it is acquiring the Services for use in a trade, business or profession and not primarily for personal, family or household purposes.
1.2 If a mandatory law of Client’s jurisdiction that cannot be waived by contract nonetheless applies to the Agreement, any provision of these Terms that conflicts with that law applies only to the extent the law permits, and the remainder of the Agreement continues in effect.
2. The Services
2.1 Teleforce identifies and screens candidates and presents a bilingual executive assistant (the “Assistant”) for Client’s acceptance. Once Client accepts the match, the Assistant works one-on-one with Client, remotely, under Client’s sole direction, to provide executive business support, which may include calendar and inbox management, priorities and follow-ups, correspondence, meeting coordination, research, document preparation, CRM and systems maintenance, vendor coordination, travel and expense coordination, operations and project coordination, team facilitation, and similar tasks Client delegates (the “Services”). Consistent with Section 1, the Services are for business and professional use. Personal assistance and household administrative tasks for Client’s principals are incidental and rare and do not make the engagement a consumer or household service. Teleforce may decline any personal or household task, including any task that would recharacterize the engagement as consumer or household services, and may decline any task that is unlawful, unsafe, inconsistent with Section 7.2 or otherwise inappropriate in Teleforce’s reasonable judgment.
2.2 From Kickoff onward, day-to-day direction of the Assistant’s work sits with Client. Teleforce’s continuing role is to act as the Assistant’s employer for payroll and employment administration and to provide partnership support (including a Partnership Manager, tools guidance, best practices, and rematch under Section 4.4). The Assistant is employed or engaged by Teleforce, one of its affiliates, or a local employer of record engaged by Teleforce, and not by Client, and Teleforce is solely responsible for the Assistant’s compensation, benefits, statutory contributions and payroll obligations. Teleforce does not control or quality-check the substance of the Assistant’s work product for Client; the working relationship for delegated tasks is between Client and the Assistant. Client has no contractual relationship with the Assistant, will make all payments for the Services exclusively to Teleforce, and will not enter into any separate agreement with the Assistant involving compensation or imposing additional terms. Client may ask the Assistant to sign a Client confidentiality agreement only with Teleforce’s prior written approval.
2.3 The Assistant works a full-time schedule of forty (40) hours per week, on working hours agreed during onboarding. The monthly fee covers all scheduled time, including breaks and any time the Assistant spends on employment-related administrative matters with Teleforce.
2.4 The Assistant observes the public holidays of Ecuador and is entitled to five (5) days of paid time off per year, in accordance with Teleforce’s policies and applicable law. The full monthly fee continues during those public holidays and that paid time off. Teleforce will endeavor to provide coverage during that time at no extra charge to Client.
2.5 The Services are performed remotely only. Teleforce does not provide in-person services or travel, and Client will not request that the Assistant work in person or travel on Client’s behalf.
2.6 Teleforce does not evaluate whether any task is suitable for delegation. Client is solely responsible for selecting the tasks it delegates, for the completeness, accuracy and clarity of its instructions, for the information and access it provides, and for supervising and reviewing the work. Accordingly, Teleforce does not guarantee the volume, quality, timeliness or results of any work performed, and no credit, refund or other remedy is available for work that is late, incomplete or unsatisfactory as a result of the tasks Client selected, the instructions or feedback Client gave or failed to give, or Client not assigning work.
3. Signup, Matching and Billing Start
3.1 At signup Client accepts these Terms, creates an account, selects its plan and commitment period, and places a payment card on file with Teleforce’s payment processor. No amount is charged at signup.
3.2 After signup, Client will complete Teleforce’s onboarding prep sheet and attend an onboarding session with Teleforce (typically about thirty (30) minutes). Teleforce will then present a proposed Assistant. Matching is typically about one (1) week after the onboarding session, and Clients are typically live within about two (2) weeks. “Present” (and “presented”) means Teleforce delivers a match package — an introductory video and background on the proposed Assistant, together with Client’s Partnership Manager — by email and in the Teleforce portal. Client may accept a proposed Assistant with one click, using an email button or the portal, or may decline that proposed Assistant. Client may decline the first proposed Assistant once. Teleforce will then present one additional Assistant. Teleforce will present no more than two (2) Assistants before acceptance. Client’s acceptance of a proposed Assistant, by that one-click acceptance or otherwise in writing, is “Match Acceptance.” If Client does not accept or decline within three (3) business days after a match package is delivered, that match is deemed accepted (automatic Match Acceptance), and the date that period ends is the date of Match Acceptance. Teleforce will send a reminder about twenty-four (24) hours before that deadline. If Client declines the additional Assistant, Teleforce has no obligation to present another Assistant, and Client may cancel under Section 3.4. After Match Acceptance, rematch is available only under Section 4.4. Teleforce aims for Kickoff on the same day as Match Acceptance or the next business day, unless Client schedules a later Kickoff. The first working session between Client and the Assistant is the “Kickoff.”
3.3 No amount is charged at signup. If Client affirmatively accepts a proposed Assistant, the first monthly fee is charged, and the Initial Period begins, on the earlier of (a) the Kickoff date and (b) the third (3rd) business day after that Match Acceptance (the “Billing Start Date”). If Match Acceptance occurs automatically under Section 3.2 because Client did not accept or decline within three (3) business days after a match package was delivered, the Billing Start Date is the date of that deemed acceptance, and Teleforce charges Client’s card on file that day. Each subsequent monthly fee is charged on the same day of each following month. If Kickoff has not occurred by the Billing Start Date for reasons attributable to Client, including Client not scheduling or not attending Kickoff, Teleforce will hold the Assistant for Client and fees accrue from the Billing Start Date as though the Services had begun.
3.4 Client may cancel by written notice at any time before Match Acceptance without charge. On Match Acceptance the Order becomes binding for the Initial Period. The limit in Section 3.2 on the number of Assistants Teleforce will present before acceptance continues to apply, and neither a decline nor a cancellation requires Teleforce to present more than that limit. If Teleforce fails to present a proposed Assistant within thirty (30) days after the onboarding session, for reasons other than Client’s failure to meet its obligations under Section 3.5, Client may cancel the Order by written notice without charge, which is Client’s sole and exclusive remedy for Teleforce’s failure to present a match.
3.5 Client will designate a point of contact responsible for the Assistant’s schedule, priorities and feedback (the “Point of Contact”), participate in onboarding, and timely provide the instructions, information and access reasonably required for the Assistant to perform. Client is responsible for the acts and instructions of its Point of Contact and its personnel.
4. Departure and Replacement of the Assistant
4.1 If the Assistant resigns, disappears, becomes unavailable, is separated by Teleforce, or otherwise ceases to be available to Client on a continuing basis (a “Departure”), Teleforce will present a replacement Assistant within ten (10) business days after the Departure (the “Replacement Period”). “Present” has the meaning given in Section 3.2. Assistants are individuals who may resign or otherwise cease to be available. Teleforce does not control whether an Assistant resigns, disappears, becomes unavailable, or otherwise ceases to be available, and a Departure is not a breach by Teleforce. Client’s sole remedy for a Departure is replacement under this Section 4, subject to Sections 4.2 and 4.3. The monthly fee continues during the Replacement Period. No credit, adjustment, or refund is available for any day on which Services are not performed, or for any other gap, during a Departure or its replacement.
4.2 On a second Departure during the Initial Period, or within any twelve (12) month period after it, either party may cancel the Order by written notice effective on delivery. On that cancellation no refund is due, fees accrued through the cancellation date remain payable, and the early termination charge in Section 6.4 does not apply.
4.3 If Teleforce determines, at any time during or after a Replacement Period, that it is unable to present a suitable replacement, Teleforce may terminate the Order immediately by written notice, without any obligation to continue searching, to explain its determination, or to provide transition. No credit, adjustment, or refund is due. Fees accrued through the termination date remain payable. Teleforce has no liability for any failure to staff or continue staffing, including for lost productivity, lost revenue, lost opportunity, or the cost of substitute services.
4.4 After Kickoff, if Client considers the Assistant unsuitable in good faith, Client may request up to two (2) rematches in any rolling twelve (12) month period by written notice describing its concerns (including through Client’s Partnership Manager). Teleforce will present a replacement Assistant within ten (10) business days after that request. Where the current Assistant remains available, that Assistant continues to perform until the replacement begins. Additional rematch requests are at Teleforce’s discretion. A Departure under Section 4.1 — the Assistant resigning, disappearing, becoming unavailable, or being separated by Teleforce — never counts toward that limit and is handled under Sections 4.1, 4.2, and 4.3, including the option under Section 4.2 for either party to cancel after a second Departure, with no refund and without the early termination charge in Section 6.4. A rematch under this Section 4.4 does not suspend or reduce the monthly fee, does not restart or shorten the then-current period, and does not give rise to a credit, adjustment, refund, or a right to cancel. The monthly fee continues during the rematch.
5. Fees and Payment
5.1 Client will pay the monthly fee for the plan and commitment period selected in the Order. The monthly fee is set in reliance on the Initial Period Client selects, and a shorter commitment carries a higher monthly fee.
5.2 Client authorizes Teleforce and its payment processor to store the payment card Client provides at signup and to charge it for each monthly fee in advance, beginning on the Billing Start Date and on the same day of each month thereafter, together with any other amount due under the Agreement, until the Agreement ends and all amounts are paid. Client will keep its payment information current, and Teleforce may retry any declined charge. Payment by wire transfer requires Teleforce’s prior written approval, in which case payment is due on the invoice date.
5.3 Sections 4.1, 4.3, and 4.4 provide no credit, adjustment, or refund, and this Section does not create one for a Departure, a Replacement Period, or a rematch. Any other claim that a charge is incorrect, and any other request for a credit or refund, must be submitted to Teleforce in writing within seven (7) days after the charge or the event giving rise to it, describing the issue in reasonable detail. Any claim or request not submitted within that period is waived, and no credit or refund will be issued for any charge made, or any event occurring, more than seven (7) days before Client’s written submission. A pending claim does not suspend or reduce any payment obligation. Client will pay all charges when due, and if Teleforce determines that a claim is valid it will issue the applicable credit against a future charge or, if no further charge will be made, a refund. Client will raise any issue with Teleforce under this Section before initiating a chargeback or payment reversal, and any chargeback or reversal is a material breach of the Agreement.
5.4 Any amount not paid when due accrues interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the due date until paid, and Client will reimburse Teleforce’s reasonable costs of collection, including attorneys’ fees.
5.5 Monthly fees and other amounts under the Agreement are payable in advance, as provided in Section 5.2. If any amount is not received when due, including where a charge is declined or otherwise fails, Teleforce may suspend the Services immediately until all overdue amounts and accrued interest are paid. Non-payment is not subject to the thirty (30) day cure period in Section 6.5. If Client does not cure the non-payment within three (3) business days after it was due, Teleforce may terminate the Agreement by written notice, and the amounts in Section 6.4 apply if that termination occurs during the Initial Period or a renewal period. Suspension under this Section is not a breach by Teleforce, and the monthly fee continues to accrue during suspension.
5.6 The monthly fee does not change during the Initial Period or during a renewal period then in effect. Teleforce may change the monthly fee effective at the start of the next renewal period by written notice given at least sixty (60) days before that renewal. On a renewal of a twelve (12) month period, the changed monthly fee will not exceed the monthly fee then in effect by more than five percent (5%). A fee change applies only at renewal. If Client does not want the Order to renew, including because of a noticed fee change, Client gives the non-renewal notice in Section 6.3.
5.7 Fees are exclusive of all sales, use, value added, excise and similar taxes, which are Client’s responsibility other than taxes on Teleforce’s net income. If Client is required by law to withhold any amount from a payment, Client will gross up the payment so that Teleforce receives the full amount it would have received without the withholding.
5.8 Client will reimburse out-of-pocket expenses that Teleforce or the Assistant incurs at Client’s request, including third-party software, subscriptions and travel booked on Client’s behalf, in each case approved by Client in writing in advance.
5.9 All fees are non-refundable. Sections 4.1, 4.2, 4.3, and 4.4 create no credit, adjustment, or refund, including during a Replacement Period or a rematch. Section 5.3 is the process for any other claim that a charge is incorrect.
6. Term and Termination
6.1 The Agreement begins on the Signup Date and continues until terminated under this Section. The Initial Period (also referred to as the “Initial Term”) is the commitment period Client selects at signup or in the Order, of either ninety (90) days (the “3-month” plan) or twelve (12) months (the “12-month” plan). The Initial Period begins on the Billing Start Date under Section 3.3. After the Initial Period, and after each renewal period, the Order automatically renews for a successive period equal to the Initial Period — ninety (90) days or twelve (12) months, as applicable — unless either party gives written notice of non-renewal at least sixty (60) days before the then-current period expires, as provided in Section 6.3. The Order does not continue month to month.
6.2 Client may switch from the ninety (90) day plan to the twelve (12) month plan at any time, including during the first month, by written notice or through the Teleforce portal. On the switch date a new twelve (12) month Initial Period begins and replaces the remainder of the prior Initial Period, and the twelve (12) month plan fee applies from the switch date forward, with any difference for the current billing period credited against the next charge.
6.3 Either party may prevent renewal by written notice of non-renewal delivered at least sixty (60) days before the Initial Period, or the then-current renewal period, expires. Fees continue through the end of the then-current period. There is no termination for convenience during the Initial Period or a renewal period. A fee change under Section 5.6 takes effect at renewal and is not, by itself, a termination.
6.4 If Client terminates the Order before the end of the Initial Period or the then-current renewal period, other than as permitted by Section 4.2, or if Teleforce terminates it for Client’s breach during the Initial Period or a renewal period, Client will pay, immediately on termination, the monthly fees that would have accrued through the end of that period, in addition to all other amounts then accrued. The parties agree that this amount is a reasonable estimate of the recruiting and employment commitments Teleforce undertakes in advance for Client, which would be difficult to calculate precisely, and that it is compensatory and not a penalty.
6.5 Either party may terminate the Agreement for cause if the other party materially breaches it and fails to cure within thirty (30) days after written notice describing the breach. That thirty (30) day cure period does not apply to non-payment. Non-payment is governed by Section 5.5: amounts are payable in advance, Teleforce may suspend the Services immediately if payment is not received when due, and if the non-payment is not cured within three (3) business days Teleforce may terminate the Agreement, in which case the amounts in Section 6.4 apply to a termination during the Initial Period or a renewal period. Either party may terminate immediately by written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
6.6 Teleforce may also suspend the Services or terminate the Agreement immediately by written notice if Client directs the Assistant to perform any task prohibited by Section 7.2, harasses or mistreats the Assistant, or ceases to meet any representation in Section 16.2.
6.7 On termination or expiration, Client will pay all fees and approved expenses accrued through the effective date of termination, including any amount due under Section 6.4, and Teleforce may charge those amounts to Client’s payment method on file. Client will immediately revoke all access described in Section 8, and each party will return or destroy the other’s Confidential Information in accordance with Section 10. At Client’s written request made before the effective date of termination, Teleforce will make the Assistant available for reasonable handover assistance for up to fifteen (15) business days at its then-current rates, provided Client is current on all amounts owed.
7. Client Responsibilities
7.1 Client alone directs, supervises and controls the Assistant’s work for Client, including what the Assistant does, how and when. For purposes of that work the Assistant acts on Client’s behalf and under Client’s exclusive direction and control, and not as an agent of Teleforce, and Client is responsible for the Assistant’s acts and omissions in performing it as though the Assistant were Client’s own personnel. Client is also responsible for informing the Assistant of Client policies that apply to the work, reviewing all work product before relying on it or sending it to third parties, and obtaining all rights and consents needed for materials and data it provides to the Assistant.
7.2 Client will not direct the Assistant to perform any unlawful act; any task that requires a professional license, including legal, accounting, tax, medical, investment advisory, securities, insurance or real estate services; any act of bribery or corruption, including any act that would violate the U.S. Foreign Corrupt Practices Act; any act of harassment or discrimination; or any task that is unethical, would expose the Assistant to personal risk, or would require the Assistant to act other than remotely. Where Client operates in a licensed profession, Client retains sole responsibility for supervising the Assistant’s work and for all professional judgment exercised in Client’s business.
7.3 Client is responsible for the lawfulness of all communications and outreach the Assistant sends at Client’s direction, including compliance with laws governing calls, texts, e-mail marketing and consent, and Client assumes all risk with respect to acts the Assistant performs in accordance with Client’s instructions.
8. Access to Client Systems and Accounts
8.1 Teleforce does not request, recommend or encourage Client to share any password, credential or login with the Assistant, or to give the Assistant access to any system, account, device, bank or financial account, payment method or signing authority. Any such access is given by Client’s own choice and entirely at Client’s own risk.
8.2 To the maximum extent permitted by law, Teleforce has no responsibility or liability for any act or omission of the Assistant, whether or not within Client’s instructions and whether negligent, reckless, intentional or criminal, including theft, fraud, unauthorized transactions, misuse, loss or disclosure of data, and any loss arising from access Client elects to grant. Client releases Teleforce from all such claims. Client will revoke or change all access promptly on any Departure and on termination.
8.3 Teleforce does not provide or control the devices, software, accounts, networks or security measures the Assistant uses in working for Client. Client is solely responsible for determining which systems and tools the Assistant uses for Client’s work and for their configuration and security.
9. Non-Solicitation and No-Hire
9.1 Teleforce’s investment in identifying, screening and employing bilingual executive support professionals, and the confidential information about those professionals that Client receives during the engagement, are legitimate business interests of Teleforce that this Section is reasonably necessary to protect. Client acknowledges that Teleforce would not present or assign any professional to Client without the protections in this Section and that the monthly fee was set in reliance on them.
9.2 “Covered Person” means any Assistant assigned to Client, including any replacement, and any candidate presented by Teleforce, whether or not Client accepts that candidate.
9.3 During the Agreement and for twelve (12) months after it ends (the “Restricted Period”), Client will not, directly or indirectly, hire or engage any Covered Person, whether as an employee, contractor, consultant, or through any other person or staffing provider.
9.4 For each Assistant, and for each candidate presented by Teleforce, hired or engaged in breach of this Section, Client will pay Teleforce liquidated damages of Twenty Thousand Dollars (US$20,000). The parties agree that Teleforce’s damages from a breach would be difficult to determine and that this amount is a reasonable estimate of them, and not a penalty. The Restricted Period is tolled for any period of breach, amounts due under this Section are not subject to the limitation in Section 14, and Teleforce may also seek injunctive relief to enforce this Section.
10. Confidentiality
10.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, client and customer information, financial information, pricing, personnel information and trade secrets. Teleforce’s pricing and terms, and all information about Covered Persons, are Teleforce’s Confidential Information.
10.2 Confidential Information does not include information that is or becomes public without breach of the Agreement, was lawfully known to the recipient before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party’s information.
10.3 The recipient will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. If the recipient is legally compelled to disclose Confidential Information, it will give prompt notice, where lawful, so the disclosing party may seek a protective order at its own expense.
10.4 These obligations continue for three (3) years after the Agreement ends and, for trade secrets, for as long as the information remains a trade secret. Unauthorized disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief without posting bond in addition to any other remedy.
11. Data Security and Client Data
11.1 Client’s data (“Client Data”) is accessed and handled by the Assistant within the systems and tools Client chooses, and Teleforce does not host, store or control it and is not responsible for its security. Teleforce maintains commercially reasonable safeguards for the information it holds in its own systems, and if Teleforce confirms a security breach of its own systems that compromises Client Data, it will notify Client within seventy-two (72) hours after confirming the breach.
11.2 To the extent Teleforce itself processes personal information contained in Client Data, Client is the controller and Teleforce acts as processor or service provider, processing that information only as needed to perform its obligations under the Agreement or as Client instructs in writing. Client is responsible for providing any notices and obtaining any consents required for that processing.
11.3 Teleforce may collect and use aggregated and de-identified data about the use of its services, which does not identify Client or any individual, to operate and improve those services. Teleforce will not use Client Data or Work Product to train artificial intelligence models made available to third parties without Client’s prior written consent.
11.4 Within thirty (30) days after the Agreement ends, Teleforce will return or securely delete any Client Data held in its own systems, except for copies retained in routine backups or as required by law, which remain subject to Section 10.
12. Intellectual Property
12.1 Subject to payment in full, Client owns all deliverables the Assistant prepares for Client in performing the Services (“Work Product”), and Teleforce assigns to Client all of its rights in Work Product.
12.2 Teleforce retains all rights in its methods, processes, templates, training materials, know-how and technology, including any it develops in providing the Services that are of general application and not specific to Client (“Teleforce Materials”). No perpetual or other standalone license in the Teleforce Materials is granted to Client. To the extent Teleforce Materials are embodied in Work Product, Client’s rights in those Teleforce Materials, subject to payment in full, are limited to use of that Work Product as delivered for Client’s internal business purposes for so long as Client retains that Work Product, and do not include any right to use the Teleforce Materials apart from that Work Product. Teleforce may freely use any suggestions or feedback Client provides about its services.
13. Disclaimers
13.1 Except as expressly stated in the Agreement, the Services are provided “as is,” and Teleforce disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Teleforce makes no warranty regarding the Assistant’s work, which it does not direct or supervise. Teleforce is not a law firm, accounting firm, investment adviser or other licensed professional, and nothing the Assistant provides is professional advice.
13.2 Client’s use of any third-party software, platform or artificial intelligence tool in connection with the Services, including any data exchanged with it, is governed solely by Client’s arrangement with that provider, and Teleforce is not responsible for any such product or for any disclosure, modification or loss of data it causes.
14. Limitation of Liability
14.1 NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
14.2 TELEFORCE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, UNDER ANY THEORY, WILL NOT EXCEED THE FEES CLIENT ACTUALLY PAID TO TELEFORCE UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
14.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, RECKLESS DISREGARD, WILLFUL MISCONDUCT, STATUTE AND THE ACTS OR OMISSIONS OF THE ASSISTANT OR ANY OTHER TELEFORCE PERSONNEL, AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S OBLIGATIONS UNDER SECTIONS 9 AND 15.1, OR CLIENT’S LIABILITY FOR BREACH OF SECTION 10. Teleforce is not required to maintain any insurance for Client’s benefit.
15. Indemnification
15.1 Client will defend, indemnify and hold harmless Teleforce, its affiliates and their respective members, managers, officers, employees and agents from all third-party claims, losses, damages and costs, including reasonable attorneys’ fees, arising from Client’s instructions to the Assistant, materials or data Client provides, access Client grants under Section 8, Client’s products, services or communications, or Client’s breach of the Agreement or violation of law.
15.2 Teleforce will defend, indemnify and hold harmless Client from third-party claims brought by the Assistant or any governmental authority for compensation, benefits, statutory contributions or payroll taxes owed in respect of the Assistant’s employment by Teleforce or its employer of record, subject to Section 14.
15.3 The indemnified party will promptly notify the indemnifying party of the claim, allow it to control the defense, and reasonably cooperate at the indemnifying party’s expense. The indemnifying party will not settle any claim in a way that imposes an obligation on the indemnified party without its prior written consent, which may not be unreasonably withheld.
16. Compliance and Sanctions
16.1 Each party will comply with all laws that apply to it in connection with the Agreement.
16.2 Client represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, that neither Client nor any of its owners or personnel is identified on any U.S. government restricted-party list, and that its use of the Services is not prohibited by the laws of its jurisdiction. Client will notify Teleforce immediately if any of these representations ceases to be accurate.
17. Dispute Resolution and Arbitration
17.1 Before commencing any proceeding, a party will give the other written notice of the dispute, and the parties will attempt in good faith to resolve it for thirty (30) days after that notice.
17.2 Any dispute, claim or controversy arising out of or relating to the Agreement or the Services, including its formation, interpretation, enforceability or scope and the arbitrability of any claim, that is not resolved under Section 17.1 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator. The seat of the arbitration is Miami, Florida (Miami-Dade County), and hearings may be held by video conference unless the arbitrator directs otherwise. The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration and any award are confidential except as needed to enforce the award. This Section is governed by the Federal Arbitration Act.
17.3 Notwithstanding Section 17.2, either party may seek temporary, preliminary or permanent injunctive relief in court to prevent or stop a breach of Sections 8, 9, 10, 11 or 12, and either party may bring an individual claim in small claims court in Miami-Dade County, Florida, if the claim is within that court’s jurisdiction.
17.4 All claims must be brought in a party’s individual capacity and not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not consolidate claims of different clients. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.
18. Governing Law and Venue
The Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter permitted to proceed in court, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.
19. General
19.1 Teleforce is an independent contractor. Its role is limited to identifying and matching the Assistant before Kickoff and acting as the Assistant’s employer for payroll and employment administration. Nothing in the Agreement creates a partnership, joint venture or agency relationship between Teleforce and Client, or any employment relationship between Client and the Assistant.
19.2 Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign it to a successor in connection with a merger, acquisition or sale of substantially all of its assets, provided the successor agrees in writing to be bound. Teleforce may use affiliates, employers of record and subcontractors to perform the Services and remains responsible for their performance.
19.3 Notices must be in writing. Notices to Teleforce must be sent to legal@tryteleforce.com with a copy to 1111 Brickell Avenue, 10th Floor, Miami, Florida 33131. Notices to Client may be sent to the e-mail address associated with Client’s account, which Client will keep current. E-mail notices are effective when sent, absent a delivery failure notice.
19.4 Teleforce may update these Terms by posting the updated version on tryteleforce.com and giving Client at least thirty (30) days’ written notice. An update applies to Client from the start of the first monthly billing period beginning after that notice period, except that no update will change the monthly fee or the length of the then-current period for an Order already in effect without Client’s written consent. Fee changes at renewal are governed by Section 5.6.
19.5 Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disasters, epidemics, civil unrest, government action, labor disputes and failures of power, internet or telecommunications infrastructure. To the extent Client fails to perform any of its responsibilities, Teleforce is excused from the affected obligations.
19.6 If any provision of the Agreement is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will continue in effect. No waiver is effective unless in writing, and a waiver of one breach is not a waiver of any other. Teleforce’s remedies are cumulative. Headings are for convenience only. The Agreement creates no rights in any third party, including any Assistant.
19.7 The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, discussions and representations, including marketing materials. If these Terms are translated into another language, the English version controls.
19.8 The Agreement may be accepted electronically, and electronic acceptance and signatures are binding to the same extent as handwritten signatures.
19.9 Sections 4, 5, 6.3, 6.4, 6.7, 7.3, 8.2, 9, 10, 11.4, 12, 13, 14, 15, 17, 18 and 19, and any other provision that by its nature is intended to survive, survive termination or expiration of the Agreement.