These Terms of Service (these “Terms”) are a contract between you (as an independent consultant), on the one hand (“you”), and Trailblaze Growth Advisors, LCC. on the other hand (collectively, the “Company”, “Trailblaze Growth Advisors”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order join the TBGA Network (collectively, the “TBGA Network”). The Company may revise these Terms at any time. If any such revision results in a material change to these Terms, as determined by the Company in its sole discretion, Trailblaze Growth Advisors will notify you by posting on www.tbga.com or by sending you an email at the address you have registered with us.
YOU UNDERSTAND THAT BY APPLYING FOR THE TBGA NETWORK, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT JOIN THE TBGA NETWORK.
1 THE TBGA NETWORK
The TBGA provides an opportunity for you to meet and offer your professional services (“Services”) as an individual independent contractor to clients of Trailblaze Growth Advisors (“Clients”) for one or more projects (“Projects”).
In order to apply to the TBGA Network, you must provide us with your legal name, contact information, and profile information regarding your professional qualifications. In addition, you represent and warrant that you are not (a) a citizen or resident of a country in which use or participation in the TBGA Network is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
In addition, you confirm that you are not prohibited or limited in any way from acting as a Contractor with Trailblaze Growth Advisors by (a) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (b) your current employer’s policies or codes of conduct if you are employed, (c) any similar policies or obligations that limit your conduct in any way or (d) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to offer your Services as a Contractor. Notwithstanding the foregoing, the Company may determine your eligibility to join the TBGA Network in its sole discretion.
1.3 Independent Contractor Status
As a Contractor, you acknowledge and agree that your relationship to the Company is that of an independent contractor and vendor rendering professional services, and that (a) you have no authority to act on behalf of the Company. Further, consistent with your status as an independent contractor/vendor of the Company, neither you nor agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from the Company, that the Company provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:
(i) reporting to all applicable government agencies all amounts paid to such principals, employees and agents;
(ii) withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax Act.
1.4 No Conflict
You hereby represent and warrant that you will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right. For purposes of these Terms, “Work Product” means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by you for Client during the term of the Service Contract.
For a period of twelve (12) months from the time you complete your last Project with a Client (“Exclusivity Period”), you will use Trailblaze Growth Adivosors as your exclusive method to all payments for Services, directly or indirectly, with that Client and/or that Client’s business entity or arising out of your relationship with that Client and/or that Client’s business entity. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not submit proposals to, deliver services to, invoice or receive payments or other consideration from any Clients for whom you have performed services or been introduced to through the TBGA Network except via Trailblaze Growth Advisors. Upon expiration of the Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms. YOU WILL NOTIFY THE COMPANY IMMEDIATELY IF A CLIENT SUGGESTS WORKING TOGETHER OUTSIDE OF TRAILBAZE GROWTH ADVISORS WITHIN THE EXCLUSIVITY PERIOD.
1.7 Trailblaze Growth Advisors Code of Conduct
As a member of the TBGA Network, you agree to abide by the Trailblaze Growth Advisors’s Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.
2. CONTENT POLICY
2.1 Your Content
2.1 Workspace and Work Product
During the course of your Projects, the Company will provide you storage space (“Workspace”) and an email account (“Email”) for the exchange of documents and other information related to your Projects between you and the applicable Client, including any Client Materials and Work Product. The Company reserves the right to delete your Workspace, Email Account, and all data therein thirty (30) days after the end of the associated Project. For the purposes of these Terms, “Client Materials” means the instructions, materials, and information that Client provides to you in connection with a particular Service Contract, and any intellectual property rights contained therein.
2.2 Disclosure of Your Content
Being a member of the TBGA Network allows Trailblaze Growth Advisors include you into teams servicing potential Clients and current Projects. Members of the TBGA Network agree that Trailblaze Growth Advisors will include you in promotions of the TBGA Network, including its website.
Notwithstanding the foregoing, you acknowledge and agree that the Company may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process, applicable laws or government requests;
(b) enforce these Terms;
(c) respond to claims that any of your Content violates the rights of third parties; or
(d) protect the rights, property, or personal safety of the Company, its affiliates, officers, employees, representatives and agents, as well as Clients and the general public.
2.3 Prohibited Content
You are solely responsible for all of your Content, and agree not to submit any Content prohibited by applicable law or the restrictions in this Section. The Company reserves the right to investigate and take appropriate legal action against any Contractors who violate this Section. Specifically, you represent and warrant that none of your Content:
(a) constitutes protected health information under the Health Information Portability and Accountability Act;
(b) infringes any intellectual property, proprietary, contractual or privacy rights of any party;
(c) constitutes material, non-public information the disclosure of which would be in violation of securities laws;
(d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation;
(f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or
(g) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the TBGA Network, or which may expose the Company or its users to any harm or liability of any kind. The Company has the right, but not the obligation, to monitor your Content and the Services you perform to determine your compliance with these Terms.
3. RATES AND TAX REPORTING
An hourly rate or project rate for your Services will be mutually agreed upon prior to providing Trailblaze Growth Advisors with Services.
3.2 Tax Reporting
The Company will provide a 1099-K form to the US Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the TBGA Network and participates in over 200 separate Projects in a single calendar year. Otherwise, the Company will have no responsibility for determining the necessity of or for issuing any US or foreign tax forms, or for determining, remitting, or withholding any type of taxes or similar levies applicable to Contractor Fees and you will be solely responsible for determining whether you are required by applicable law to file any US or foreign tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts the Company remits to you for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate US or foreign authorities.
During the term of this Agreement and for a period of three (3) years thereafter (or perpetually with respect to Content), each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement (including, without limitation, as may be necessary to support or defend a claim arising under this Agreement). Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non-public information and may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed.
Upon request by the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information in its possession. Services.
5. WARRANTY DISCLAIMER
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE TBGA NETWORK OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE TBGA NETWORK WILL NOT EXCEED THE AMOUNTS REMITTED TO YOU BY THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You agree to indemnify and hold harmless the Company and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:
(a) your use of the TBGA Network;
(b) any Services you provide;
(c) Your Content; and
(d) your violation of these Terms.
Subject to your obligation to complete Services for which you are engaged, you have the right to leave the TBGA Network at any time upon notice to the Company, and the Company has the unlimited right to terminate or limit your access to the TBGA Network at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, leaving the TBGA Network does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.8.
Sections 1.5, 2.1, 2.2, 4, 5, 6, 7, 8.2, 9 and 10 of these Terms will survive any termination thereof.
9. DISPUTE RESOLUTION
9.1 Informal Process First
You agree that in the event of any dispute between you and the Company, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.
9.2 Binding Arbitration
Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 10.1, except for disputes relating to the infringement of the Company’s intellectual property rights or the access or use of the TBGA Network in violation of these Terms (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in New York, New York if your Claims qualify.
9.3 No Judge or Jury
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.
9.4 Arbitrator and Rules
The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
9.5 Starting an Arbitration
To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: email@example.com. The Company will send any notice of dispute to you at the email address you have registered with us.
9.6 Format of Proceedings
The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the Company will pay all other AAA and arbitrator’s fees and expenses.
9.8 Individual Basis; Jury Trial Waiver
To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. You and the Company expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
9.9 Limitation Period
In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.
If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and the Company each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and the Company each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
9.12 Opting Out
If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of this arbitration agreement by sending an email to within thirty (30) days of the first of the date you apply to the TBGA network.
You may not assign these Terms or any of your rights or obligations hereunder without the Company’s prior written consent. The Company may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.
10.2 Entire Agreement
These Terms and the Schedules attached hereto set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
10.3 Governing Law
These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the jurisdiction in which you reside.
10.4 Notices; Consent to Electronic Notice
You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given:
(a) by the Company via email (in each case to the email address that you provide when applying for the network);
(b) a reasonably prominent posting on www.tbga.com; or
(c) by you via email to firstname.lastname@example.org.
10.5 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.