Get Ninja Terms of Service

Last Updated: February 26,2026 Version: 2.0

The Terms of Service published on this page are effective February 26,2026 (the “Current Terms”). The Current Terms apply to all Clients whose Engagement Commencement occurred on or after February 26,2026. Clients who enrolled prior to February 26,2026 remain subject to the Terms of Service in effect at the time of their enrollment, unless they have agreed in writing to updated terms.

These Terms of Service (“Terms”) govern the services provided by Get Ninja Corporation, a Wyoming corporation (the “Company,” “Get Ninja,” or “We”), including its related entities, to the Client. These Terms, together with any Service Agreement or Order Form signed between Get Ninja and the Client, form the entire agreement between the parties (“Agreement”). In the event of a conflict between these Terms and any Service Agreement or Order Form, the Service Agreement or Order Form shall control only to the extent it expressly identifies the conflicting provision of these Terms and states an intent to modify it; otherwise, these Terms shall govern.

1. Services

1.1

Company’s services include identifying, screening, training, managing, and supporting qualified virtual assistants (“Talent”) to perform Executive Assistant, Construction Estimator, or related support services (“Work”) under Client’s direction.

1.1.1

Talent provides remote support including, depending on the role engaged, communications and calendar management, research, administrative support, construction takeoffs, scope development, subcontractor coordination, pricing support, specialized workflows, and other delegated tasks. Talent may utilize AI-enabled tools, software, and automation in performing the Work. Company shall bill Client for all scheduled Talent time, including Company-provided coaching, internal meetings, administrative time, breaks, and PTO coverage.

1.1.2

Client acknowledges it has no direct contractual relationship with Talent. All payments to or for the benefit of Talent shall be made exclusively through Company. Client shall not enter into any separate written agreement with Talent involving payment of fees to Talent, or the imposition of any additional terms and conditions upon Talent. Non-disclosure agreements may be signed by Talent only with prior written approval by the Company.

1.1.3

Talent’s performance depends on Client’s active engagement. Client shall actively participate in Company’s onboarding process — including the Business Deconstruction Meeting, Get Ninja 30-Day Delegation Blueprint review, and recurring check-in cadence — and use best efforts to ensure a successful engagement. Client shall provide Talent with all information, tools, system access, and assistance reasonably required for successful Work performance, and shall designate a “Point of Contact” responsible for Talent schedules, feedback, and day-to-day management. Client is solely responsible for directing Talent’s output and for reviewing, verifying, and approving all resulting deliverables (“Work Output”). Client shall not be entitled to any refund or credit for lack of Work Output if Client failed to provide Talent with tasks, system access, or reasonable direction.

1.1.4

Because Client assigns and prioritizes the Work of Talent, providing the necessary context and support for successful execution, Company does not guarantee the quantity, quality, timeliness, or results of Work or Work Output. Client acknowledges that services involve human-operated personnel and no service can guarantee error-free performance.

1.1.5 — Construction Estimator Services Disclaimer

Where Talent provides Construction Estimator services, Client acknowledges that Talent produces support work product (including but not limited to takeoffs, quantity surveys, draft estimates, and pricing research) intended to assist Client’s internal estimating function. Talent does not produce sealed, stamped, or certified estimates, does not hold professional engineering or contractor licensure in any jurisdiction, and does not act as a licensed estimator of record. All final estimates, bids, and proposals submitted by Client to third parties remain Client’s sole responsibility, and Client is solely responsible for review, verification, and approval of all Work Output prior to external use.

1.1.6 — Replacement Guarantee

Company will match Client with Talent through its onboarding process. If Client reasonably determines the assigned Talent is unsuitable, Client may request a replacement by written notice to Client’s Account Manager. Company will provide up to three (3) replacements per Point of Contact per rolling twelve (12) month period. Client’s right to terminate, request credits, or seek any remedy is conditioned on completing any pending replacement process (deemed complete upon Client’s first working session with the replacement Talent). Company may decline replacement requests where Client failed to provide reasonable feedback, participate in onboarding, or assign meaningful Work. No credits, adjustments, or refunds will be issued during replacement periods. Client is responsible for all actions of its Point of Contact.

1.1.7 — Remote Work

Talent performs services remotely from the Talent’s country of residence (which may include the Philippines, Morocco, Colombia, or other jurisdictions in which Company sources Talent). Any in-person work requested by Client requires Company’s prior written consent, at least two (2) weeks’ advance notice, and Client’s compliance with Company’s travel policy and all applicable employment and immigration laws. Client bears all travel-related costs, including any visa costs, and is solely liable for ensuring planned travel and work arrangements are lawful and lawfully carried out.

2. Invoicing and Payment

2.1 — Initial Subscription Fee and Engagement Commencement

“Engagement Commencement” means Client’s written acceptance of a presented candidate following an interview conducted through Company’s vetting process.

The initial Subscription Fee is due in full upon Engagement Commencement. The initial Subscription Fee covers Company’s services including, without limitation: strategic business analysis, development of the Get Ninja 30-Day Delegation Blueprint, custom SOP and workflow development, onboarding resources, candidate sourcing, vetting, presentation, and initial Talent placement. Any deposit previously paid by Client shall be credited toward the initial Subscription Fee.

The recurring monthly Billing Cycle commences on the Service Start Date, defined as the first day the assigned Talent begins active Work for Client. All subsequent charges occur on the monthly anniversary of the Service Start Date. Company may offer alternative Billing Cycles (including biweekly) at Company’s discretion, as set forth in the Service Agreement.

2.1.1 — Card Payment Authorization

By accepting these terms and providing a payment method, client expressly authorizes company to charge client’s registered payment method on each billing cycle anchor date for the subscription fee then due, and on any other date for (i) the initial subscription fee, (ii) any applicable early termination fee, (iii) any accelerated balance under section 4.7, (iv) any accrued interest or collection costs under section 2.2, and (v) any other amounts due under this agreement. Client authorizes Company to retry failed charges, to charge any replacement payment method subsequently provided by Client, and to charge or refund Client’s payment method as necessary to correct billing errors. This authorization shall remain in effect until Client has paid all amounts owed under this Agreement and the engagement has been formally terminated in accordance with Section 4.

2.1.2 — Wire/ACH Payment

With Company’s prior approval, wire or ACH payments are due within seven (7) days of invoice. Invoices are deemed accepted unless Client disputes in good faith and in writing within seven (7) days of the invoice date, specifying the nature and amount disputed (“Disputed Fees”). Disputed Fees remain due pending resolution; however, if resolved in Client’s favor, Company shall credit or refund accordingly.

2.2 — Delinquency

Except for Disputed Fees, Fees unpaid within seven (7) days of invoice (or upon declined card payment) are “Delinquent” and accrue interest at 2% monthly (compounding), or the maximum legal rate, whichever is greater. Client shall reimburse Company’s collection costs, including attorneys’ fees. Delinquency constitutes material breach. Company may suspend Services upon seven (7) days’ notice until all Delinquent amounts and interest are paid, without liability to Company and without waiving any other remedies.

2.3 — Acceptance of Charges

Payment constitutes acceptance of all charges and waiver of the right to contest them. Unilateral chargebacks or payment disputes initiated without first providing Company a reasonable opportunity to resolve the underlying concern, or initiated after Services have been rendered, constitute a material breach and will result in immediate suspension of Services.

2.3.1 Chargebacks and Payment Disputes

Client agrees that prior to initiating any chargeback, payment reversal, or dispute with Client’s card issuer or bank, Client shall first contact Company in writing at info@getninja.us, identify the specific charge in dispute, state the basis for the dispute, and provide Company a reasonable opportunity of no less than fifteen (15) business days to investigate and resolve the matter. Client acknowledges that Services rendered, including the Business Deconstruction Meeting, the Get Ninja 30-Day Delegation Blueprint, custom SOP and workflow development, candidate sourcing, vetting, presentation, onboarding, and Talent placement, constitute valid, delivered services for which Client has received the benefit of Company’s bargain. Any chargeback initiated by Client (i) without first providing Company the written notice and resolution opportunity required by this Section, (ii) for Services that have been rendered, (iii) for the initial Subscription Fee following Engagement Commencement, (iv) for any Subscription Fee for a Billing Cycle that has commenced, or (v) for any Early Termination Fee or accelerated balance owed under this Agreement, shall constitute (a) a material breach of this Agreement, (b) bad faith, and (c) consumer fraud. Upon any such chargeback, Company may, at its sole discretion: (1) immediately suspend or terminate all Services without notice; (2) declare all remaining amounts owed under this Agreement immediately due and payable pursuant to Section 4.7; (3) charge Client’s registered payment method or any replacement payment method for all amounts owed, plus a chargeback recovery fee of $250 per disputed transaction to cover Company’s administrative and processing costs; (4) refer the matter to collections, in which case Client shall be liable for all collection costs and attorneys’ fees pursuant to Section 2.2; and (5) report the chargeback as fraudulent to the relevant card networks, credit bureaus, and consumer reporting agencies. Client waives any right to dispute the characterization of such chargebacks as fraudulent.

2.4 — Talent PTO and Replacement Coverage

Talent is entitled to paid time off, including statutory holidays, vacation, sick leave, and floating holidays, in accordance with Company’s standard PTO policy as further described in the Service Agreement. Total PTO entitlement is approximately seventeen (17) days in the first year of Talent’s continuous service and approximately twenty-seven (27) days per year thereafter.

If Talent is unavailable due to PTO, illness, injury, or personal reasons, Company will use commercially reasonable efforts to provide replacement coverage. Client incurs full Subscription Fees during PTO periods whether or not replacement coverage is provided, and owes no additional fees for PTO coverage.

2.5 — Rate Adjustments

Company may adjust Subscription Fees applicable to any renewal Billing Cycle upon at least thirty (30) days’ prior written notice to Client. Client’s continued use of Services following the effective date of a rate adjustment constitutes acceptance of the new rate.

2.6 — Billing Cycle Changes

Client may request to change the Billing Cycle at the end of the current Billing Cycle with thirty (30) days’ written notice, subject to Company’s approval.

3. Tools & Equipment

Company may provide Talent with a laptop, Google Workspace account, and security software (“Equipment“), and any such Equipment remains Company property. Company is responsible for Equipment support, security, and maintenance of Company-issued Equipment only. Talent’s use of Equipment must comply with Company’s security policies as provided to Talent from time to time. Client may not provide Talent with Client-issued devices without Company’s prior written consent and execution of a device security liability waiver. Company processing of Client-issued devices may incur a fee.

Where Client provides Talent with access to Client-controlled software, platforms, or systems (including but not limited to CRM, project management, takeoff, estimating, accounting, or communication tools), Client is solely responsible for licensing, provisioning, deprovisioning, and securing such access. Company is not liable for any unauthorized access, data exposure, or loss arising from Client-controlled systems.

4. Term and Termination

4.1 — Term and Renewal

Services commence on Engagement Commencement (the “Effective Date“) and continue on a month-to-month basis. The Agreement automatically renews for successive one-month Billing Cycles at Company’s then-current rates unless either party provides written non-renewal notice at least fifteen (15) days before the end of the current Billing Cycle. Notice of non-renewal or termination must be in writing, delivered by email to info@getninja.us. Oral notice of cancellation, whether by phone, video call, in-person meeting, or any other non-written medium, is not effective and does not terminate this Agreement. Termination or non-renewal does not entitle Client to a pro-rated refund; Services continue through the end of the paid Billing Cycle. Upon termination, Client shall immediately pay all accrued amounts, and Client authorizes Company to charge any registered payment method.

4.2 — Early Termination Fee

If Client terminates the Agreement at any time after Engagement Commencement but before completion of the first full Billing Cycle following the Service Start Date, an Early Termination Fee equal to one (1) month of Subscription Fees is due immediately upon Company’s receipt of the termination notice, in addition to any accrued and unpaid fees.

The initial Subscription Fee, and any Subscription Fees for Billing Cycles already commenced, are non-refundable and shall be retained by Company in full upon any termination, in addition to the Early Termination Fee.

Client acknowledges that Company incurs substantial non-refundable costs prior to and during the early stages of an engagement, including but not limited to: the Business Deconstruction Meeting, development of the Get Ninja 30-Day Delegation Blueprint, custom SOP and workflow development, candidate sourcing, vetting, presentation, onboarding setup, and initial Talent placement. Client acknowledges this Early Termination Fee is a reasonable estimate of Company’s damages (including lost revenue, reassignment costs, and administrative burden), not a penalty, and waives any right to contest its reasonableness.

4.3 — Automatic Termination

Services terminate automatically upon either party’s insolvency, bankruptcy, acquisition, merger, creditor arrangement, liquidation, or receivership (a “Dissolving Event“). Upon a Dissolving Event, Company may immediately terminate and charge Client’s account for all outstanding amounts.

4.4 — Termination by Company

Company may terminate Services at any time, with or without cause, upon written notice. Company may, in its sole discretion, allow Client up to thirty (30) days to cure any breach.

4.5 — Effect of Termination

Upon any termination, Company is entitled to payment through the termination date and any applicable Early Termination Fee, and may debit unpaid balances from Client’s registered payment method.

4.6 — Refund Policy

Get Ninja does not offer refunds, credits, or pro-rations for any payments already processed, regardless of cause, usage, timing, or remaining time in the Billing Cycle, except as expressly set forth in this Section.

4.6.1 Pre-Engagement Deposit Refund. A deposit paid by Client prior to Engagement Commencement is refundable only if (a) Company fails to present a qualified candidate within thirty-one (31) calendar days of receipt of the deposit, and (b) Client has not accepted any candidate presented within that window. The thirty-one (31) day period shall be extended by any period of Client-side delay, including but not limited to failure to respond to interview requests within seventy-two (72) hours, or rescheduling of more than three (3) interviews.

4.6.2 Forfeiture Upon Engagement Commencement. Upon Engagement Commencement (Client’s written acceptance of a presented candidate), the deposit ceases to be refundable and is automatically applied as a credit toward the initial Subscription Fee, which becomes due and payable in full and is non-refundable in accordance with Section 4.2. No portion of the initial Subscription Fee, any Subscription Fee for a Billing Cycle that has commenced, or any deposit credited thereto, shall be refundable thereafter for any reason, including but not limited to Client’s change of mind, change in business circumstances, dissatisfaction with the assigned Talent (which is addressed exclusively by the Replacement Guarantee in Section 1.1.6), or termination of this Agreement.

4.7 — Acceleration on Default

Upon any material breach of this Agreement by Client — including but not limited to non-payment, chargeback initiated in violation of Section 2.3, breach of the non-solicitation obligations in Section 5, or violation of Section 6.4.5 — all unpaid Subscription Fees and any applicable Early Termination Fee for the remainder of any committed term shall become immediately due and payable. Company may charge any registered payment method on file for the accelerated balance, in addition to all other remedies available under this Agreement or applicable law.

5. Non-Solicitation

Company invests significant resources — estimated at no less than twenty-five thousand US dollars ($25,000 USD) per Talent — in recruiting, training, and developing Talent, which amount represents the agreed liquidated damages for breach of this Section.

During the Term and for twelve (12) months thereafter, Client shall not, directly or indirectly, solicit, recruit, hire, engage, or contract with any Talent, Company employee, or Company contractor who provided Services to Client during the Term or in the six (6) months preceding termination, except through public job postings not directed to any specific individual.

Client further agrees that during the Term and for six (6) months thereafter, Client shall not, directly or indirectly, engage in, own, operate, manage, or advise any business that provides virtual assistant or BPO staffing services substantially similar to those offered by Company.

6. Representations and Warranties

6.1

Company represents and warrants to Client that:

6.1.1 It has full power and authority to execute and perform these Terms, duly authorized by all necessary corporate action.

6.1.2 These Terms are its legal, valid, and binding obligations, enforceable in accordance with their terms.

6.1.3 Performance of these Terms will not conflict with or breach any other agreement to which it is a party.

6.1.4 Talent has successfully completed Company’s screening process.

6.1.5 It is not restricted by any U.S. export restrictions or other applicable law from entering into these Terms.

6.2

Client represents and warrants to Company that:

6.2.1 It has full power and authority to accept and perform these Terms.

6.2.2 These Terms are its legal, valid, and binding obligations.

6.2.3 Performance of these Terms will not conflict with or breach any other agreement to which it is a party.

6.2.4 It is not located in a jurisdiction where use of the Services is prohibited by law.

6.2.5 It is not located in a jurisdiction subject to U.S. or other sanctions or embargoes.

6.2.6 Neither it nor any of its personnel are identified on any U.S. restricted party list (including Commerce, Treasury, or State Department lists) or otherwise ineligible under U.S. export control or sanctions laws.

6.3

If Client’s country of residence or other circumstances change such that the representations made in this Section are no longer accurate, Client will immediately cease using the Services and these Terms and all Service Agreements will automatically terminate.

6.4 — Client’s Management Responsibility

6.4.1 Client is responsible for providing day-to-day work instructions and shall participate in Company’s performance management activities (e.g., feedback cycles, 1:1s, recurring check-ins). Client shall respect Company’s internal policies regarding Talent discipline and management.

6.4.2 Client shall notify Talent of applicable Client policies in writing.

6.4.3 Client is responsible for acquiring all necessary rights and licenses to materials and software furnished to Talent for the Work.

6.4.4 NOTWITHSTANDING ANY OF COMPANY’S OBLIGATIONS TO INDEMNIFY, DEFEND, OR HOLD CLIENT HARMLESS, CLIENT ASSUMES ALL RISK WITH RESPECT TO TALENT’S ACTIONS UNDER CLIENT’S INSTRUCTIONS.

6.4.5 Client shall not direct Talent to perform illegal acts, tasks requiring professional licensure (including but not limited to sealed engineering work, legal advice, medical advice, or licensed contractor work), or to engage in harassment or activities violating Company policies. Company may immediately suspend Services for violations of this clause. Client shall not direct Talent to engage in bribery, corruption, or activities violating the Foreign Corrupt Practices Act.

6.4.6 Company may make third-party products or services available to Talent (“Non-Get-Ninja Applications“). Client’s acquisition of such products and any data exchange with third-party providers is solely between Client and the provider. Company does not warrant or support Non-Get-Ninja Applications and is not responsible for any disclosure, modification, or deletion of Client data by such applications.

7. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, COMPANY PROVIDES SERVICES “AS-IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Intellectual Property

8.1

Subject to Section 8.2, Client owns all rights in deliverables resulting from Talent’s Work (“Work Output“). Company assigns to Client all rights in Work Output and will, at Client’s expense, execute documents reasonably necessary to perfect Client’s ownership.

8.2 — Company Property

Notwithstanding Section 8.1, Company retains all rights in its materials, know-how, processes, technology, training content, SOPs, templates, the Get Ninja 30-Day Delegation Blueprint methodology, and intellectual property (“Company Property“), including any developed in connection with Services that are not Client-specific and are of general use, even if incorporated into Work Output. Company may use Company Property and its general knowledge on other engagements. Subject to full payment, Company grants Client a perpetual, royalty-free, non-exclusive license to use Company Property incorporated in Work Output for Client’s internal business purposes.

9. General

9.1 — Publicity

With Client’s prior written consent, Company may use Client’s name and logo in marketing materials. Either party may issue press releases related to Services with the other party’s prior written consent.

9.2 — Independent Contractor; Taxes

Company is an independent contractor with no authority to bind Client. Client is responsible for all sales, use, excise, and similar taxes on amounts payable hereunder, excluding taxes on Company’s income or property. If withholding is required, Client shall gross up payments so Company receives the full amount due.

9.3 — Limitations of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR DATA. EXCEPT FOR EACH PARTY’S OBLIGATION OF IP INDEMNIFICATION SET OUT IN SECTION 9.4 AND FOR BREACH OF THE OBLIGATIONS RELATING TO DATA BREACH, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR BREACHES OF DATA SECURITY, A PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THREE (3) TIMES THE TOTAL FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION OR WHETHER A REMEDY FAILS ITS ESSENTIAL PURPOSE, AND FORM AN ESSENTIAL BASIS OF THIS AGREEMENT WHEREVER PERMITTED BY LAW.

9.4 — Indemnity

9.4.1 Client shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from all third-party claims, losses, damages, and costs (including attorneys’ fees) (“Claims“) arising from: (i) Client’s use of Services; (ii) Client’s business operations, decisions, or reliance on Work Output without verification; (iii) materials or system access provided by Client; (iv) personal injury or property damage caused by Client’s gross negligence or willful misconduct; or (v) Client’s noncompliance with applicable law or violation of third-party rights. Client shall promptly notify Company of Claims, and Company may participate in the defense at its expense.

9.4.2 Company shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from all third-party Claims arising from: (i) infringement of third-party IP rights by the Services; (ii) personal injury or property damage caused by Company’s negligence or willful misconduct; or (iii) claims regarding compensation, taxes, or benefits for Company’s Talent. Client shall promptly notify Company of Claims and Client may participate in the defense at its expense.

9.4.3 In no event shall the indemnifying party settle any claim on behalf of the indemnified party without the latter’s prior written consent (which consent shall not be unreasonably withheld).

9.5 — Assignment

Neither party may assign these Terms without the other’s written consent, except that either party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms.

9.6 — Notices

All notices must be in writing. Notices to Company: support@getninja.us. Notices to Client: the email or address on file, which Client shall keep current. Notices are effective when sent.

9.7 — Confidentiality and Privacy

9.7.1 “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), in any form, that is designated as confidential or should reasonably be considered confidential based on its nature or circumstances of disclosure. Confidential Information includes products, processes, technology, customer information, financial information, business plans, pricing, takeoffs, bid strategies, subcontractor relationships, and trade secrets.

9.7.2 — Exceptions. Confidential Information excludes information that: (i) is or becomes public without breach of this Section; (ii) was in Receiving Party’s possession before disclosure; (iii) is received from a third party without restriction; (iv) is independently developed without access to the disclosed information; (v) is disclosed with Disclosing Party’s written approval; or (vi) consists of general learnings, methodologies, or know-how developed by Company in providing Services that do not directly disclose specific Client Confidential Information.

9.7.3 — Use Restrictions. Receiving Party shall: (i) use Confidential Information only for purposes of the Services; (ii) hold Confidential Information using at least a reasonable standard of care; (iii) disclose only to personnel on a need-to-know basis who are bound by equivalent confidentiality obligations; and (iv) not disclose to third parties without Disclosing Party’s written consent. No license or assignment of intellectual property rights is granted under this Section.

9.7.4 — Compelled Disclosure. If Receiving Party is requested by a government entity or third party to disclose Confidential Information, it shall promptly notify Disclosing Party to allow the latter to seek a protective order, at Disclosing Party’s expense.

9.7.5 — Remedies. Unauthorized disclosure may cause irreparable harm. Disclosing Party may seek injunctive relief and other equitable remedies in addition to monetary damages, without posting bond.

9.7.6 — Data Rights. Company may use anonymized, aggregated, or de-identified data derived from Services to improve its operations, training, and quality assurance. Company will not disclose Client-identifiable Confidential Information for any purpose other than performance of Services without Client’s written consent. Client retains ownership of all Client data and Work Output, subject to the license granted in Section 8.

9.7.7 — Data Protection. Company uses commercially reasonable measures to safeguard Client’s data and Confidential Information. When Company processes any Client data that identifies or directly relates to natural persons (“Personal Information“) under these Terms:

A. Client shall be the data controller and Company shall be the data processor. B. Client shall be responsible for obtaining any required consents necessary for processing. C. Company shall process Personal Information only as necessary to perform its obligations under this Agreement or in accordance with Client’s written instructions. D. Processing shall be consistent with Client’s fair processing notice or privacy notice provided to data subjects. E. Company shall implement appropriate technical and organizational measures to protect Personal Information against loss, unauthorized access, use, or disclosure.

9.7.8 The obligations of this Section shall survive termination for a period of three (3) years, except that obligations to protect trade secrets shall survive indefinitely.

10. Force Majeure

Neither party is liable for delays or failures to perform caused by events beyond its reasonable control, including natural disasters, pandemics, civil unrest, labor disputes, government action, or infrastructure failures. To the extent Client fails to perform any of its responsibilities described in these Terms, Company shall be excused from failure to perform any affected obligations, shall be entitled to a reasonable extension of time, and shall be entitled to reasonable reimbursement of cost. Each party will notify the other as promptly as practicable after becoming aware of any such condition.

11. Modifications

No alteration or modification of these Terms shall be binding or effective unless the Company notifies the Client at least thirty (30) days in advance, provided, however, that any Client qualifying as a consumer under applicable law will be bound by such modification only to the extent permitted by law. Client’s continued use of Services following the effective date of any modification constitutes acceptance.

12. Arbitration

Disputes arising under these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules, before a single arbitrator in Cheyenne, Wyoming, applying Wyoming law. Proceedings may be conducted virtually unless a party objects. Either party may bring claims under $25,000 in Wyoming small claims court. The arbitrator may award attorneys’ fees and costs to the prevailing party. Judgment may be entered on any award. Either party may seek provisional remedies from a court in aid of arbitration.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in Wyoming for any matter not subject to arbitration. If any provision is unenforceable, the remaining provisions continue in effect. Where Client is an individual acquiring the Services primarily for personal, family, or household purposes, any provision of these Terms that conflicts with mandatory consumer protection law of Client’s jurisdiction (including provisions governing cancellation, automatic renewal, fee adjustments, and early termination fees) shall be limited to the extent necessary to comply with such law.

14. Waiver

No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms.

15. Compliance with Laws

Client shall comply with all applicable laws in connection with the Services.

16. Survival

Sections 2 (Invoicing and Payment), 4.2 (Early Termination Fee), 4.6 (Refund Policy), 5 (Non-Solicitation), 7 (Disclaimer), 8 (Intellectual Property), 9.3 (Limitations of Liability), 9.4 (Indemnity), 9.7 (Confidentiality), 12 (Arbitration), 13 (Governing Law), and all accrued rights shall survive termination.

17. No Third-Party Beneficiaries

These Terms create no rights in third parties, including Talent.

18. Entire Agreement

These Terms, together with any Service Agreement or Order Form, constitute the entire agreement between the parties and supersede all prior negotiations and representations.

19. Cumulative Remedies

Company’s remedies are cumulative and not exclusive.

20. Headings

Section headings are for convenience only and do not affect interpretation.

21. Electronic Acceptance

These Terms may be accepted electronically and electronic signatures are binding. By checking the “Terms and Conditions Accepted” box during checkout, by providing payment information, or by using the Services, Client agrees to be bound by these Terms.

Get Ninja Corporation A Wyoming corporation info@getninja.us | getninja.us