By accepting this Terms or using TRN, you represent and warrant that you are: a) over the age of 18 and are of legal capacity to enter into agreements in the jurisdiction where you reside, b) have authority and capacity to enter into these Terms, and c) have authorized representative authority to enter these Terms if you are accessing TRN on behalf of a legal entity, company, partnership, or organization.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “TRN” or “THE SITE” INCLUDE ANY SOFTWARE THAT TRN PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE WEBSITE FROM A COMPUTER OR MOBILE DEVICE (A “MOBILE APPLICATION”). BY USING TRN, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE TRN OR ANY INFORMATION CONTAINED ON TRN.
TERMS AND CONDITIONS
What We Do
TRN is a hub for peer support specialists, counselors, and psychiatry clinicians (collectively, “providers”) and consumers to connect with one another for the potential provision of services by the provider to the consumer. We are not a medical service provider, health insurance company, or licensed to sell health insurance. We do not direct Customer care or medical services.
Some of the services provided through the mobile application are personally supportive and helpful, but are non-medical in nature, while other services are therapeutic or medical. Any reference to “health care” in this Terms of Service refers solely to counseling or medical services by a licensed professional.
USE OF OUR SITE IS NOT APPROPRIATE FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.
While TRN may provide access to certain general medical information, and allow Customers to communicate with health care providers, the content we provide on the TRN portal itself is not intended to provide medical advice. We advise seeking the advice of a physician or other qualified healthcare provider with any questions regarding personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from a doctor or other qualified healthcare provider because of something posted on TRN. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately.
THE CONTENT PROVIDED BY TRN ON THE SITE SUCH AS ARTICLES, QUESTIONNAIRES, MESSAGE BOARDS, OR OTHER HELPFUL TIPS AND TRICKS, IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR HEALTHCARE PROVIDER FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS, THERAPY, OR OTHER TREATMENT MAY BE APPROPRIATE FOR YOU. NONE OF THE INFORMATION ON THE SITE REPRESENTS OR WARRANTS THAT ANY PARTICULAR DRUG, THERAPY OR OTHER TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. FURTHER, A HEALTH CARE PROVIDER’S ABILITY TO USE OUR SITE IS NOT AN ENDORSEMENT OR RECOMMENDATION OF THAT HEALTHCARE PROVIDER BY TRN.
To the extent medical advice is provided to you by a provider through TRN, or after your connection with them through TRN, such medical advice is based on your personal health data as provided by you to the provider and the local standards of care for your presenting symptoms, based on the information you provide. The medical advice provided by your provider is not under the control of TRN, nor is it provided to or used by TRN. The provider is solely responsible for any medical advice, treatment, or diagnosis. Note: Peer Support Specialists are not healthcare providers.
Modifications. We retain and reserve the right to modify or replace these Terms, at our sole discretion, without notice at any time. If and when required by law, we will notify of applicable changes to the Terms and provide you an opportunity to review before the changes take effect. If you continue to use TRN following the changes taking effect, you will be deemed to have agreed with, and be bound by, the updated Terms.
Other Websites. TRN does not maintain control and assumes no responsibility for any third-party links that TRN may contain. All third-party links on TRN are subject to their own content, privacy, and use policies. TRN expressly disclaims all responsibility for any liability or damage or loss, direct or indirect, incurred by you through third party links. YOU AGREE THAT TRN WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply the endorsement or recommendation of TRN.
Resources. TRN provides resources to its Users through third-party integrations with other companies, websites, or applications through the TRN interface (“Resources”). These Resources provided by third parties are not maintained, created, developed, or monitored by TRN or TRN affiliates. When possible, TRN identifies these third-party Resources by using the logo and/or name of the third-party on the TRN application. Any use of these Resources by Users is subject to the same terms and conditions as external third-party applications, links, or sites as described in this Terms and Conditions under Section 3 “Other Websites.”
Connections Through TRN. Services scheduled through TRN and provided to Customers by Providers are the “Services”.
If you are a consumer, you accept responsibility for yourself in the use of the Services.You acknowledge that your relationship for health care services is with your health care provider, and your obtaining services from the Healthcare Provider is solely at your own risk and you assume full responsibility for all risk associated therewith, to the extent permitted by law.By using the Site, you agree to not hold TRN liable in any way for any malpractice or substandard treatment the Healthcare Provider may render.
WHILE WE DO CONFIRM THAT EACH PROVIDER IS IN GOOD STANDING AT THE TIME, THEY JOIN THE TRN NETWORK AND ON AN ANNUAL BASIS, WE DO NOT HAVE REAL-TIME UPDATES REGARDING THE CREDENTIALS OF THE HEALTHCARE PROVIDERS USING OUR SITE AND DO NOT VALIDATE THAT THEY ARE IN GOOD STANDING WITH THEIR RESPECTIVE LICENSING BOARD(S) EXCEPT ANNUALLY.
SERVICES SCHEDULED THROUGH TRN CONSTITUTE A DISTINCT AND SEPARATE AGREEMENT BETWEEN THE CUSTOMER AND PROVIDER. A USER’S DECISION TO ACCEPT OR OFFER SERVICES THROUGH TRN IS MADE IN THE USER’S SOLE AND ABSOLUTE DISCRETION. ALL PROVIDERS ARE INDEPENDENT CONTRACTORS OF THE CUSTOMERS AND ARE NOT SUBCONTRACTORS, EMPLOYEES, OR INDEPENDENT CONTRACTORS OF TRN UNLESS EXPRESSLY STATED. TRN IS NOT RESPONSIBLE FOR ANY SERVICES PERFORMED BY PROVIDERS AND IS NOT A PARTY TO THE DISTINCT AND SEPARATE AGREEMENT CREATED BY A CUSTOMER’S ACCEPTANCE OF SERVICES FROM A PROVIDER. TRN EXPRESSLY DISCLAIMS AND MAKES NO RESERVATIONS OR WARRANTIES ABOUT THE QUALITY, WORKMANSHIP, SCHEDULING, PERFORMANCE, OR ALL OTHER ASPECTS OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO STANDARDS OF CARE, MEDICAL ADVICE, TREATMENT, DIAGNOSIS, OR COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, CODE OR ORDINANCE. TRN IS NOT ENDORSED BY, AFFILIATED WITH, OR SPONSORED BY ANY PROVIDER UNLESS EXPRESSLY STATED ON THE TRN APP OR BY TRN.
TRN Access and Account Security. TRN reserves the right to modify, amend, or withdraw the TRN application and/or website in its absolute sole discretion. Parts of the TRN application and/or website may be offline or restricted for User access at any time for any reason in TRN’s discretion. The content of TRN is never deemed to be complete or up to date. We are not under any obligation to maintain TRN with current information, nor to delete outdated information. We are not liable for any damages incurred due to some or all inaccessibility to TRN at any time by a User.
We reserve the right to disable any log in credentials provided by you or by us for any reason or no reason, including any suspected violation of these Terms, without being liable for any direct or indirect damages incurred by you.
Confidential Information. “Confidential Information” shall mean confidential and proprietary business information as those terms are understood at law and under the Texas Uniform Trade Secrets Act (TUTSA). Such Confidential Information shall include, for purposes of these Terms, any such information not generally known by the trade or public, even though such information has been disclosed to one or more third parties pursuant to licensing or distribution agreements or other agreements or collaborations entered into by either party. Confidential Information shall not include, for purposes of these Terms, any such information that (a) becomes generally known to the public through no act or omission of either party in breach of these Terms or through any other obligation of either party to the other; (b) was already in the recipient’s possession at the time of disclosure; (c) is rightfully received by the recipient from a person or entity legally in possession of such information; or (d) is proven by written evidence to have been independently developed by recipient prior to disclosure by the disclosing party without any reference to the Confidential Information. The parties are under a duty to protect any Confidential Information that is disclosed to them pursuant to these Terms. In the event that the disclosing party seeks an injunction hereunder, the receiving party hereby waives any requirement for the posting of a bond or any other security. In the event that a government authority legally requests a party to disclose or provide Confidential Information that is subject to the confidentiality provisions hereof, such party shall, to the extent permitted by law, notify the other party prior to disclosing or providing such Confidential Information.
TRN may record telephone conversations and written communications (“Communications”) for the purposes of training and quality control. We may also store Communications for our legitimate business purposes including customer service, fraud prevention, and compliance with these Terms.
Moderation and Enforcement. TRN maintains the right, in its sole discretion, to remove any User Content for any reason or no reason. TRN has the sole right to work with law enforcement or court authorities that request or direct us to provide identification information of any User of for the turning over of any User Content. To the fullest extent allowed by law, TRN does not have any obligation or duty to edit or control User Content published to or through TRN. You acknowledge and agree that your use of TRN may expose you to information or images that may be offensive, indecent, or objectionable. You agree by your use of TRN to release TRN and waive any and all legal or equitable right or remedy you have or may have against TRN concerning User Content.
Prohibited Use. You may only use TRN for lawful purposes. Therefore, you agree to not:
a. Access TRN through another User’s account, whether with or without said User’s knowledge, or mispresent your identity, skills, certifications, or qualifications on TRN;
b. Introduce or upload malicious programs into or onto TRN (e.g., viruses, worms, Trojan horses, e-mail bombs, etc.) or use any system that automatically crawls, scrapes, or reads the TRN application or website. Public search engines may use crawlers or spiders for the sole purpose of copying materials for inclusion in publicly searchable idiocies of materials; however, caching or archiving of any material is strictly prohibited;
c. Recreate or reverse engineer TRN or any content contained herein;
d. Spam Users through TRN;
e. Takeover, circumvent, interfere, or compromise any of the TRN infrastructure or security provisions that causes TRN to crash, slow down, redirect, or prohibit User access;
f. Circumvent any of these Terms for personal gain and in an attempt to not pay TRN as required under these Terms;
g. Sell any personally identifiable information as defined in the California Consumer Privacy Act, including such belonging to Users;
h. Take any action that compromises User rating and review systems;
i. Undertake any illegal or fraudulent activity through TRN; and
j. Attempt to undertake directly or indirectly any of the foregoing.
IP Rights, Limited Licenses Granted. Users are granted a personal, non-sublicensable, non-exclusive, non-transferable, limited license to use TRN for personal use or for the use by an entity that you are authorized to act on behalf of subject to these Terms. Except as permitted under a separate written authorization from TRN, Users shall not use the Copyrighted Materials for any other purpose. “Copyrighted Materials” includes, but are not limited to, text, graphics, logos, icons, audio, downloads, data compilations and software, and any and all other content on TRN other than User Content. Copyrighted Materials belong solely to TRN or its licensors and are protected by United States and international copyright laws.
Fees for Service. Customers shall be charged a Fee for Services rendered pursuant to the plan provided by TRN based on a) the requirements of the Services, or b) any additional Services provided at the same time.
Payments of Fees. TRN Users contract for Services directly with other Users. TRN site merely provides a platform for Users to meet other users and contract for Services between themselves and schedule and pay for Services. Users shall not circumvent TRN to schedule or pay for Services outside of TRN.
As a condition of your using TRN, Users agree to provide accurate payment information and keep said information updated as necessary. Customers must register a credit, debit, or prepaid plan voucher when registering for TRN. You expressly authorize us to charge your registered payment card for the Services purchased and to deposit payment remittances to your registered bank account.
TRN shall not be held responsible for any damages that you may incur, directly or indirectly, from the release of any payment information. TRN uses commercially reasonable efforts to protect financial information, but we expressly disclaim any liability, and you release us from any liability, related to the release or compromise of your financial information held by us or provided to our payment processor.
Cancellations and Force Majeure. Providers and Customers may cancel Service appointments through TRN; however, consistent, and improper cancellations my lead to your User account being suspended or deactivated. SHOULD A PROVIDER CANCEL A SCHEDULED SERVICE FOR ANY REASON OTHER ADVERSE WEATHER CONDITIONS OR A FORCE MAJEURE EVENT WITH LESS THAN TWENTY-FOUR (24) HOURS NOTICE, OR TWO OR MORE SERVICE APPOINTMENTS WITHIN A THIRTY (30) DAY PERIOD, MAY HAVE THEIR USER ACCOUNT SUSPENDED OR DEACTIVATED.
A User will not be liable for any failure or delay in performing an obligation under these Terms that is due to any of the following causes (which events and/or circumstances are to as “Force Majeure Events”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy; provided that the parties stipulate that Force Majeure Event shall not include the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the acceptance of these Terms. For the avoidance of doubt, Force Majeure Events shall not include (a) financial distress nor the inability of a User to make a profit or avoid a financial loss, or (b) a User’s financial inability to perform its obligations hereunder.
Release. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRN WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF TRN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SITE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SITE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SITE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THESE TERMS BY TRN OR THE FAILURE OF TRN TO PROVIDE THE SERVICE UNDER THESE TERMS OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.
Digital Millennium Copyright Act (“DMCA”). TRN respects the intellectual property rights of others. Per the DMCA, TRN will respond expeditiously to claims of copyright infringement on TRN if submitted to TRN's Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, TRN will take whatever action it deems appropriate within its absolute and sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
If you believe that your intellectual property rights have been violated by TRN or by a third-party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent; a) description of the copyrighted work or other intellectual property that you claim has been infringed; b) description of where the material that you claim is infringing is located on TRN; c) an address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not TRN, can contact you; d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law; e) a statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; f) your electronic or physical signature.
TRN may request additional information before removing any allegedly infringing material. In the event TRN removes the allegedly infringing materials, TRN will immediately notify the person responsible for posting such materials that TRN removed or disabled access to the materials. TRN may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). TRN’s designated Copyright Agent can be reached by emailing email@example.com Attn: TRN Copyright Agent.
Dispute Resolution. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Houston, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
In any arbitration arising out of or related to these Terms, the arbitrator shall award to the prevailing party, if any, the costs, and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND TRN AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
Settlement Prior to Arbitration. Prior to arbitration, the parties shall conduct settlement negotiations in the following manner:
a. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of these Terms. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
b. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.
c. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts, and attorneys are confidential, privileged, and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
d. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to these Terms except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph (a) above.
e. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs (a) and (b) above are pending and for fifteen (15) calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.
Disclaimer of Warranties. EXCEPT AS SET FORTH IN THESE TERMS, TRN DISCLAIMS AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRN DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY TRN OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. TRN ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR PROVIDER.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability. TRN SHALL HAVE NOT ANY LIABILITY TO USERS: (A) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING DIRECTLY OR INDIRECTLY FROM THESE TERMS WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ACTUALLY FORESEEN. USERS ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL TRN BE LIABLE FOR DAMAGES OF ANY NATURE EXCEEDING THE TOTAL CHARGES PAID OR DUE FOR THE SERVICES DURING THESE TERMS.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
Indemnification. In the event suit is brought against TRN for infringements, violations, or misappropriations of a valid third party claim or any violation by you of these Terms, by you, your affiliates, employees, assigns or contractors, you hereby agree to indemnify to the fullest extent of the law TRN, its officers, directors, general partner, limited partners and/or employees, including reimbursement for its reasonable attorney's fees; provided that User is notified promptly in writing of such suit. TRN reserves the right to retain counsel of its choice.
Governing Law; Jurisdiction. These Terms are governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration under Section 20 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Harris County, Texas, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Assignment. TRN retains the right to assign these Terms and its rights or obligations under it, in whole or in part, to any present or future affiliate or to any entity, which acquired TRN, its application, or its website from TRN. You may not assign your rights or obligations under these Terms without the express written consent of TRN. Any assignment without the express written consent of the TRN will be void.
Waiver and Severability. The failure of TRN to assert any of its rights under these Terms in the event of breach or default by you will not be deemed to constitute a waiver by TRN of its right thereafter to enforce each and every provision of these Terms in accordance with their terms.
In case any provision in these Terms shall be determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.
No Agency. No agency exists between you and TRN and the only relationship exists hereby is that of independent contractors. These Terms do not create or intend to create any relationship other than independent contractors including partnership, employer-employee, contractor-subcontractor, joint venturer, or franchisor-franchisee.
Term and Termination. These Terms are effective upon your creation of a TRN User account. You may cease use of TRN at any time for any reason. We may suspend or deactivate your User account as stated within these Terms. These Terms, as amended or modified by us at any time, with or without notice, remain in full force and effect until you or TRN deactivate your User account. Notwithstanding this Section any Release, terms of Arbitration, Disclaimer of Warranties, Limitation of Liabilities, and Indemnification survive any Termination or deactivation of your account.
Entire Agreement. These Terms constitute the entire understanding and agreement of you and TRN with respect to the subject matter hereof and will supersede all previous and contemporaneous communications, representations, or understandings, either oral or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties.
Contact Us. If you have any questions about these Terms or otherwise need to contact TRN for any reason, you can reach us by email at firstname.lastname@example.org