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User Agreement

User Agreement This User Agreement (“Agreement”) explains the terms under which Users are allowed to use the TrueTech Medical website and its related companies and any web or mobile services or applications (collectively, the “Site”) offered by True Tech Medical (TTM) LTD (“TTM”).  This Agreement is a part of and incorporates by reference all the Terms of Service.

  Users of the Site signify by using this website that they have read, understand, accept, agreed to be bound and are bound by this Agreement, and represent that they have the authority to do so.  To the extent permitted by applicable law, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. 

  Please check the Site often for updates.  Capitalized terms not defined in this Agreement including

  PLEASE  READ  THIS  AGREEMENT  CAREFULLY  TO  ENSURE  THAT  YOU  UNDERSTAND  EACH  PROVISION.    THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE  DISPUTES, RATHER THAN JURY TRIALS OR CLASS  ACTIONS. 

  YOU HAVE THE RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION AS DESCRIBED IN SECTION 16 BELOW.

  Overview

The Site is a venue where our Users use both our marketplace and our platform for online work.  Users become clients when they open TTM Accounts pursuant to a written Agreement.  Users use the Site to access information from TTM 

  Independent Contractor Relationships

If a Client and TTM enter an independent contractor relationship, then a written Services Agreement will be negotiated. 

In addition, Client and TTM will have an independent contractor relationship and a compensation agreement, and that choice determines the agreement that governs their payment mechanism.  TTM is not a party to any dealings until it enters a written contract

  TTM merely makes the Site Services available to enable TTM to identify and determine the suitability of Clients and to enable Clients to identify and determine the suitability of TTM for themselves.  TTM does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of services, the truth or accuracy of Users, the qualifications, background, or identities until it actually completes a transaction. TTM is not required to and may not verify any information given to us by Users, nor does TTM perform background checks on Users.  TTM may provide information about a User.   However, such information is based solely on data that User submits.  And TTM provides such information solely for the convenience of Users and is not an introduction, endorsement or recommendation by TTM.

  User and TTM acknowledge and agree that the value, reputation, and goodwill of the Site depend on the performance of the covenants and agreements in this User Agreement.

  User and TTM further agree that TTM has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as TTM in its sole discretion deems necessary.

  This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and TTM, except and solely to the extent expressly stated in the Terms of Service.

User agrees to notify TTM immediately if a person improperly contacts you.  If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to TTM by sending an email message. Subject to and conditioned on compliance with this Agreement and the other Terms of Service and Site Policies, TTM grants User a limited license to access and, to use the Site for the purpose of receiving the Site Services available and authorized from the Site.  You must not access or use the Site or Site Services for any reasons that are in competition with TTM.  You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of TTM or the rights holder.  You must not

use any content of the Site on any other web site or in a networked computer environment for any purpose except your own viewing.  You must not frame or link to the Site except as permitted in writing by TTM.  You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by law.  The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by TTM.  TTM retains all of right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets

relating to the Site.  The TTM logo and name are trademarks of TTM and may be registered in certain jurisdictions.  All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.  Except as expressly stated, nothing in this Agreement confers any license under any of TTM’s or any third party’s Intellectual Property Rights, whether by estoppel, implication or otherwise.

When User post Content on the Site, you represent and warrant that you have the right, power and authority to post that content and grant the licenses specified below.  You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights,You represent, warrant and covenant that you are the owner of all the copyright and patent rights to such Content and that TTM may exercise

the rights to your Content granted under this Agreement without any liability or obligation for any payment. You retain all your ownership rights in any Content you post on TTM.  You also grant to TTM, its successors and Affiliates, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Content and your name, voice, and/or likenesses contained in your Content, in whole or in part, and in any form, media or technology, whether now known or

hereafter developed, for use in connection with the Site and TTM’s (and its successors’ and Affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.  You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality. Notwithstanding the foregoing paragraph, TTM will only use or disclose User Content to the extent necessary to provide Site Services to you.

The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant TTM, its successors and Affiliates, the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”).  By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place TTM under any fiduciary or other obligation, that your Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone.  You further acknowledge and agree that, by acceptance of your submission, TTM does not waive any rights to use similar or related ideas known or developed by TTM or obtained from sources other than you.

The Site contains robot exclusion headers.  You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.  You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming.  You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of TTM and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or to the Site or the Site software, that is designed to cause to cease functioning, disrupt, disable, harm or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system or network of TTM or any third party.

  The directory is populated with information from third-party sources, from TTM, and from other sources.  TTM provides this as a convenience and does not confirm or verify the information contained in it.

The Site may contain links to Third-Party Sites.  The Site may also contain applications that allow you to access Third-Party Sites via the Site.  Such Third-Party Sites are owned and operated by the third parties and/or their licensors.  Your access and use of Third-Party Sites, including online communication services such as chat, email and calls will be governed by the terms and policies of the applicable Third-Party Sites.  You acknowledge and agree that TTM is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites.  You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application.  The inclusion of any link or application on the Site does not imply that we endorse the linked site or application.  You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as-is” basis without any warranty for any purpose.

You are solely responsible for the creation, storage, and backup of your business records.  This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on TTM’s part to store, backup, retain, or grant access to any information or data for any period.

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure.  However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes.  You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, OR ANY INFORMATION ON THE SITE, OR ITS CONTINUATION.  THE SITE SERVICES ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE).   WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD PARTY. 

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND TRUE TECH AND/OR AN AFFILIATE, NEITHER YOU NOR TRUE TECH, OUR AFFILIATES OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS WILL  BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

In addition to the recognition that True Tech is not a party to any contract between Client and TTM, you hereby release TTM (and our Affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity.  This includes, for example and without limitation, any disputes regarding the performance, quality, functions, and quality of the TrueTech Medical services provided by TTM and requests for refunds based upon Disputes.

You agree to defend, hold harmless and indemnify TTM and Affiliates from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable attorneys’ fees and costs) incurred by TTM or Affiliates arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against TTM or an Affiliate: (a) in connection with your use of the Site Services, including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit or other information via the Site, including financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vi) your dispute of or failure to pay any invoice or make any other payment; or (vii) your obligations to TTM, including payment obligations.

This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site.  Unless both you and TTM agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. We may cancel your Use in our sole discretion, if your actions may cause legal liability or may be contrary to the interests of the Site or the User community; or may involve illicit activity.  Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without TTM’s prior written consent.

In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

We will notify you if we cancel your use unless in our judgment giving notice would cause a risk of further violation or damages.  However, we will notify you that your Account will be canceled if the law requires such notification.  You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Use.

If your use is terminated for any reason, you will no longer have access to data, messages, files and other material you keep on the Site.  If practicable, TTM will retain this information along with all your previous posts and proposals for a period of one year from the date of termination.You agree that this Agreement will be governed by the laws of Hong Kong regardless of any principle of law that may provide for the application of the law of another jurisdiction.  You agree that any claim or dispute you may have against TTM or an Affiliate must be resolved through “Mandatory Arbitration” subsection below.  Notwithstanding the foregoing, you and TTM retain the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision below including any provisional relief required to prevent irreparable harm. 

Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first contact TTM here to inform Customer Support of your complaint and seek resolution.  This notice of dispute must include: your name, pertinent account information, a brief description of your dispute, and contact information so that TTM may evaluate the dispute and attempt to informally resolve the dispute.  TTM will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.

In the unlikely event that TTM has not been able to resolve a dispute it has with you within 60 days of your original informal claim, we each agree to resolve any Claim by binding arbitration before an arbitrator from the American Arbitration Association located in Hong Kong.

The arbitrator will resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.  A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief. 

All parties will have the right to be represented by an attorney in any arbitration under this Agreement.  However, neither party is required to be represented by an attorney.  Each party must pay the fees for his, her or its own attorneys, and any related expenses, including the expenses of witnesses called by such party, depositions, or any other costs that would otherwise be borne by a party were the claims brought in court, subject to any remedies to which that party may later be entitled to under applicable law.

The parties will arbitrate their dispute before the arbitrator, who will confer with the party regarding the conduct of the hearing and resolve any disputes the parties have in that regard.  The arbitrator will specify whether the arbitration proceeding will be conducted by telephone, online, in person, or solely based upon written submission.  The arbitration will not require a personal appearance of the parties or witnesses unless mutually agreed by the parties.  Within 30 days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party, and file with the arbitrator a brief.  The arbitrator may award any party any remedy to which that party is entitled under applicable law, including an award of attorneys’ fees, but such remedies will be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented and decided by the arbitrator.  No remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Agreement. Within 30 days after the submission of the briefs or as soon as possible thereafter, the arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law.  Except as may be permitted or required by law, as determined by the arbitrator, neither a party nor an arbitrator may disclose the content or results of any arbitration hereunder without the prior written consent of all parties.  A court of competent jurisdiction will have the authority to enter a judgment upon the award made pursuant to the arbitration. Further, in the event the arbitrator makes an award in your favor that is greater than True Tech’s last written offer, True Tech will pay you the greater of the award or $5,000 plus twice your reasonable attorney’s fees, if any and reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration, as determined by the arbitrator or agreed to by you and True Tech.

ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.  THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.  YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TRUE TECH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. 

If any clause within this section is found to be illegal or unenforceable, that clause will be severed from this section and the remainder of the section will be given full force and effect, except that in the event of unenforceability of the Class Action/Jury Trial Waiver, the entire arbitration agreement will be unenforceable. If the arbitrator determines that a Claim under these provisions was filed for an improper purpose or was frivolous, the arbitrator will award the non-offending party liquidated damages in the full amount attorneys’ fees and costs plus an administrative fee of $2,000.

Unless you otherwise indicate in writing to Customer Support, True Tech and Affiliates will communicate with you by email or by posting communications on the Site.  You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing.  You will be considered to have received a communication when True Tech sends it to the email address you have provided to True Tech on the Site or when True Tech posts such communication on the Site.  You must keep your email address updated on the Site, and you must regularly check the Site for postings. 

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