Definitions
In addition to definitions set forth elsewhere in the Agreement, the following definitions will apply to this Agreement:
“Aggregated Data” means data derived from Customer Data that has been combined or aggregated with other data, including data from other customers, in a manner that does not identify Customer, any individual, or any of Customer’s customers or clients.
“Confidential Information” means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. “Confidential Information” includes Customer Data. Notwithstanding the foregoing, “Confidential Information” does not include any information that a Party can demonstrate by contemporaneous evidence: (i) is in the public domain through no act or omission of the receiving Party; (ii) is or was properly known to the receiving Party, without restriction, prior to disclosure by the disclosing Party; (iii) is or was properly disclosed to the receiving Party, without restriction, by another person with the legal authority to do so; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
“Content” means any text, graphics, images, videos, logos, trademarks, or other materials made available by Double via the Site or the Platform, excluding Customer Data, Work Product, and AI Content.
“Customer Contact” means an individual designated by Customer to be Service Personnel’s primary point of contact with Customer.
“Customer Data” means all information and documents uploaded or transmitted by or on behalf of Customer via the Platform or otherwise provided to Double or Service Personnel in connection with the Services. “Customer Data” may include personally identifiable information. “Customer Data” does not include Aggregated Data or De-Identified Data.
“De-Identified Data” means Customer Data from which Double has removed or redacted, using commercially reasonable de-identification techniques designed to prevent re-identification, all information that identifies or could reasonably be used to identify Customer, any individual, or any of Customer’s customers or clients.
“Documentation” means any usage guides, policies, help articles, or other documentation for the Platform that Double makes available to Customer via the Site or otherwise from time to time.
“Equipment” means all virtual or physical devices and technology Customer uses to access the Services, including computers, mobile devices, telecommunications devices, and internet connections.
“Fees” means those fees payable for the selected Plan, subject to any supplementary pricing terms set forth in any applicable Order Form.
“Order Form” means an optional ordering document executed by the Parties for enterprise or custom arrangements and which sets forth the Plan, Fees, commitment term (if any), and other specific requirements agreed to by the Parties. Most Plans are selected online and do not require an Order Form.
“Personal Information” has the meaning given to “personal information,” “personal data,” or an equivalent term in the DPA.
“Plan” means the subscription tier or service package that Customer selects via Double’s pricing page, a custom sign-up link provided by Double’s sales team, or an Order Form, including its scope of Services, any included hours or usage allocations, pricing, and the Service-Specific Addenda that apply to it. Selecting and paying for a Plan is the primary way Customer contracts for the Services. “Plan” also includes an individual task requested by Customer for fulfillment by any member of a Service Personnel pool (“Pool Task”).
“Platform” means Double’s proprietary web and iOS mobile application, including any browser extensions, integrations, and related software used to manage, delegate, track, communicate, and perform the Services.
“Service Personnel” means the individuals made available by Double who perform Services for Customer, including Virtual Assistants (as described in Service-Specific Addendum 1), Virtual Receptionists (as described in Service-Specific Addendum 2), and Paralegals (as described in Service-Specific Addendum 3), as applicable to Customer’s Plan.
“Service-Specific Addendum” means Addendum 1, 2, or 3 to this Agreement, as applicable, that applies only to the extent the corresponding Services are included in Customer’s Plan.
“Services” means the Site, the Platform, AI Features, and all human-provided administrative, professional, and technology-enabled services provided to Customer, as described in these General Terms & Conditions and as further described in any applicable Service-Specific Addendum.
“Site” means Double’s owned and operated websites, including www.withdouble.com, and any successor or affiliated URLs, that are used to access and use the Platform and Services. For purposes of this Agreement, “Site” refers only to the account access, ordering, and Service-delivery functionality made available through those Sites. The public marketing and informational content of the Sites is governed by the separate Website Terms of Use and not by this Agreement.
“Work Product” means original deliverables, including research projects, reports, templates, spreadsheets, forms, documents, and other materials, created for Customer by Service Personnel in the course of performing the Services.
Structure; Order of Precedence
Application. These General Terms & Conditions apply to the Services. The applicable Service-Specific Addendum applies to the corresponding Services included in Customer’s Plan.
Order of Precedence. In the event of conflict or inconsistency among the components of this Agreement, the following order of precedence shall apply (highest to lowest): (a) the Order Form, where used (as to commercial terms); (b) where applicable, the DPA (which shall control as to matters of personal data processing); (c) these General Terms & Conditions; (d) the applicable Service-Specific Addendum; and (e) the Privacy Policy. Except for a direct and irreconcilable conflict, all components of this Agreement apply together and are to be read harmoniously.
Services; Modifications
Double’s Obligations. Subject to the terms of this Agreement, Double will provide to Customer the Services included in Customer’s Plan and as described in the applicable Service-Specific Addendum.
Background Checks. All Service Personnel undergo background checks and skills assessments as part of Double’s vetting process prior to being matched with a Customer.
Modifications to the Services. Double reserves the right to modify or discontinue the Services (or any portion of them) at any time, including the right to add or remove features or functionality or to cease to support any individual component of the Services, in Double’s sole discretion. Customer understands and agrees that Double will have no liability to Customer for such actions. If Customer objects to any such changes, Customer’s sole recourse is to terminate the Agreement in accordance with Section 13.
Modifications to this Agreement. Double reserves the right to modify the terms and conditions of this Agreement, the Privacy Policy, the DPA, and any additional terms that apply to the Services from time to time. Except as set forth below, Double will provide Customer with at least thirty (30) days’ advance notice of any material modification, such as by posting notice on the Site, through the Platform, or via email. If Customer does not agree to a material modification, Customer’s sole remedy is to terminate this Agreement in accordance with Section 13.2. Customer’s continued use of the Services after the effective date of a material modification constitutes Customer’s acceptance of that modification. Notwithstanding the foregoing, no modification to the Fees for Customer’s then-current Plan, the arbitration provisions of Schedule A, or the limitations of liability in Section 18 will apply to Customer unless Customer affirmatively accepts the modification. The resolution of any dispute between the Parties will be governed by the version of this Agreement in effect when the dispute arose.
Customer Responsibilities
Customer Profile and Onboarding. As part of the onboarding process, Customer must timely and accurately complete all required onboarding questionnaires and profile information, including designating a Customer Contact, software preferences, time zone, and communication preferences. Double will use this information to match Customer with appropriate Service Personnel. Service-specific onboarding requirements are set forth in the applicable Service-Specific Addendum.
Accuracy of Information. Customer represents and warrants that all Customer Data provided to Double during the Term are and will be current, complete, and accurate. Double has no obligation to verify Customer Data. Customer must notify Double promptly of any changes to Customer Data.
Equipment. Customer is solely responsible for ensuring that Equipment meets all specifications set forth in the Documentation, and Double is not liable for any Service disruption caused by non-conforming Equipment.
Access to Platform; Account Security. Customer is responsible for the safeguarding, confidentiality, security, and appropriate use of its credentials to access the Platform and must take reasonable steps to prevent unauthorized access by third parties. In the event of loss, theft, or any risk of misuse of credentials, Customer must promptly notify Double in writing. Customer is responsible for all activity that occurs via Customer’s account, whether or not authorized by Customer. Double is not liable for any loss or damage arising from Customer’s failure to comply with this section.
Customer Cooperation. Performance of the Services depends on Customer’s cooperation. Customer must use commercially reasonable efforts to provide Double and its Service Personnel with reasonable information, cooperation, and assistance in order for Service Personnel to perform the Services. The Customer Contact is responsible for setting, reviewing, and monitoring work output and for coordinating with Service Personnel.
Access to Customer Accounts. Customer acknowledges that Service Personnel may be granted access to Customer’s accounts, in Customer’s sole discretion, including calendars, email accounts, and cloud or software-as-a-service platforms (“Customer Accounts”) in order to provide the Services. Such access is granted directly by Customer to Service Personnel and varies by engagement. Double is not liable for any unauthorized access, misuse of information, or breaches associated with Service Personnel’s access to Customer Accounts. Customer is solely responsible for implementing appropriate access controls, monitoring, and oversight with respect to Customer Accounts.
Payment Instruments and Financial Information. Double recommends and advises that Customer refrain from providing credit card numbers or other payment credentials directly to Service Personnel. If Customer nonetheless determines to grant Service Personnel access to payment instruments, credit cards, financial accounts, or other financial information, Customer acknowledges and agrees that: (a) Customer bears sole responsibility for implementing mitigating controls, performing independent reviews, and monitoring transactions; (b) Customer shall treat access to payment instruments, credit cards, financial accounts, and other financial information by Service Personnel with the same controls Customer would apply to its own personnel; (c) Customer agrees to utilize reasonable security measures for sharing credentials, including third-party secure credential sharing tools where applicable; and (d) Customer assumes all risk of, and holds Double harmless for, any unauthorized use, misuse, or misappropriation of any payment instrument, credit card, financial account, or other financial information by Service Personnel, however arising. Double is not liable or obligated to provide reimbursement for any such unauthorized use, misuse, or misappropriation by Service Personnel.
Review of Work Product. Customer is solely responsible for reviewing all Work Product and determining whether Service Personnel meet Customer’s needs and expectations. Customer assumes all risk associated with the use of Work Product.
Access and Restrictions
Access. Subject to Customer’s compliance with this Agreement, Double grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform, Documentation, and Content solely for Customer’s internal business purposes during the Term.
Restrictions. The right of access granted in this Section 5 is subject to the following restrictions (“License Restrictions”). Specifically, Customer will not directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise attempt to derive the source code underlying the Platform; (ii) access or attempt to access the Platform other than through interfaces provided by Double, or probe, scan, or test the vulnerability of the Platform, breach its security or authentication measures without proper authorization, or willfully render any part of the Platform unusable; (iii) use or access the Platform, Documentation, or Content to develop a product or service that is competitive with Double’s products, services, or Platform, or engage in competitive analysis or benchmarking; (iv) sell, resell, license, rent, lease, or provide the Services on a service-bureau, time-sharing, or outsourcing basis to third parties; (v) copy, frame, or mirror any part or content of the Platform, Documentation, or Content, or distribute or make the Documentation or Content available to any third party; (vi) interfere with or disrupt the integrity or performance of the Services, or use any robot, spider, scraper, or other automated means to access, monitor, or copy any part of the Platform; (vii) remove, obscure, or alter any copyright, trademark, or other proprietary notices contained on or in the Platform, Documentation, or Content; (viii) introduce any virus, malware, or other harmful code into the Platform; or (ix) exceed the scope of use authorized under Customer’s Plan, including by circumventing any user, seat, or usage limitations. Customer must take all necessary measures to protect Double’s intellectual property rights.
Compliance Certification; Audit Rights. From time to time, upon Double’s reasonable written request, Customer shall certify in writing as to Customer’s compliance with this Agreement. Double may also, upon reasonable notice, audit Customer’s use of the Platform, Documentation, and Content to verify such compliance, and Customer shall reasonably cooperate with any such audit.
Artificial Intelligence
AI Features; Third-Party Processing. Certain features of the Services use artificial intelligence, machine learning, and similar technologies (collectively, “AI Features”). The AI Features are primarily used to: (i) clarify and complete Customer task requests before routing them to Service Personnel (e.g., confirming travel preferences, scheduling details, and other task parameters); and (ii) assist Service Personnel with administrative functions (e.g., time-tracking and task descriptions). Use of the AI Features is optional. Double may use third-party AI service providers, including OpenAI (“Third-Party AI Processors”), and internal proprietary technology to provide the AI Features and deliver the Services. Double will make a list of its Third-Party AI Processors available to Customer upon request.
Inputs and Outputs. Customer may submit information to the AI Features (“Inputs”) and receive output generated by the AI Features based on the Inputs (“AI Outputs,” and together with Inputs, the “AI Content”). Notwithstanding anything to the contrary in this Agreement, Customer is solely responsible for the Inputs and for ensuring that Customer’s use of the AI Content complies with applicable laws and the terms of this Agreement. Customer should not include any personal information or other personally identifiable information in any Inputs unless strictly necessary for the applicable task, and Customer agrees not to include, under any circumstances, any sensitive personal data (including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, health data, genetic or biometric data, or data concerning sex life or sexual orientation) in any Inputs. Double has no obligation to monitor, screen, or filter Inputs for such information, and Customer assumes all risk arising from the inclusion of any such information in an Input in violation of this Section.
Ownership of AI Content. As between the Parties and to the extent permitted under applicable law and any Third-Party AI Processors’ terms, Customer is the owner of the AI Content. Customer grants to Double a perpetual, irrevocable, royalty-free right and license to: (i) host the AI Content on the Platform and otherwise use it as necessary to deliver the Services; and (ii) use the AI Content to market, enhance, and improve the Services (including the AI Features) and to develop new service offerings, provided that Double will not publicly disclose AI Content in a manner that identifies Customer without Customer’s consent. Double does not represent or warrant that any AI Content is eligible for copyright, patent, or other intellectual property protection under applicable law.
Restricted Use of AI Features. In addition to the License Restrictions set forth in Section 5.2, Customer represents and warrants that Customer will not use the AI Features to: (a) create AI Content that violates this Agreement, the Privacy Policy, or any Third-Party AI Processors’ policies; (b) reverse assemble, decompile, or otherwise attempt to discover the source code of the underlying models, components, algorithms, or systems used in the AI Features; (c) develop software, systems, or services that compete with Double or the Third-Party AI Processors; or (d) mislead any person into believing that AI-generated content was created by a human. Customer further represents and warrants that its use of the AI Features and AI Content complies with all applicable laws and regulations governing the use of artificial intelligence.
No Access to Customer Data. The AI Features enhance the workflow between Customer and Service Personnel but do not access, store, or process Customer Data beyond the Inputs expressly submitted by Customer or Service Personnel in the course of using the Platform.
AI Disclaimer. CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE IS A RAPIDLY EVOLVING TECHNOLOGY. CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ANY LAWS, RULES, AND REGULATIONS APPLICABLE TO ITS USE OF THE AI FEATURES AND THE AI CONTENT. DOUBLE SHALL HAVE NO LIABILITY ARISING FROM DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER BASED ON CUSTOMER’S USE OF OR RELIANCE ON THE AI FEATURES OR THE AI CONTENT, ALL OF WHICH IS ENTIRELY AT CUSTOMER’S OWN RISK. CUSTOMER FURTHER ACKNOWLEDGES THAT THE AI FEATURES MAY GENERATE THE SAME OR SIMILAR AI OUTPUTS FOR OTHER CUSTOMERS AND THAT ACCURACY OF AI OUTPUTS IS NOT GUARANTEED. AI OUTPUTS DO NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ANY AI OUTPUT, INCLUDING THROUGH HUMAN REVIEW, BEFORE RELYING ON IT, PARTICULARLY FOR ANY DECISION THAT MAY HAVE LEGAL, FINANCIAL, OR SIMILARLY SIGNIFICANT EFFECTS ON AN INDIVIDUAL. DOUBLE DOES NOT WARRANT THAT AI OUTPUTS ARE FREE FROM BIAS, INACCURACY, OR DISCRIMINATORY EFFECT.
Monitoring. Double may monitor and limit or suspend Customer’s access to the AI Features if Double believes in its sole judgment that Customer’s usage could jeopardize the security, operability, or integrity of the Services or violates this Agreement.
Work Product; Intellectual Property
Work Product License. Double grants to Customer a non-exclusive, royalty-free, perpetual, irrevocable, non-transferable license to use the Work Product for Customer’s own personal and commercial business purposes. Customer may elect to enter into an intellectual property assignment or license agreement directly with Service Personnel in a form that is reasonably satisfactory to Customer and Service Personnel. Notwithstanding the foregoing, Double retains all right, title, and interest in any methodologies, templates, frameworks, or other general know-how used or incorporated in creating the Work Product that is not specific to Customer’s Confidential Information, and may reuse them in providing services to other customers.
Customer Ownership. Double does not claim any right, title, or interest in or to: (i) Customer Data; (ii) Customer’s Confidential Information; or (iii) Customer’s pre-existing intellectual property. To the extent Customer’s Confidential Information or intellectual property is incorporated into Work Product, it will be removed prior to any use or disclosure by Double to a third party. Customer grants to Double a limited, non-exclusive, worldwide, royalty-free, sublicensable license to access, host, copy, transmit, store, make derivative works of, process, and otherwise use Customer Data: (i) to provide, maintain, and support the Services; (ii) to improve, develop, and enhance the Services and new products, features, and service offerings; (iii) for security, fraud prevention, troubleshooting, and quality assurance purposes; (iv) to create Aggregated Data and De-Identified Data; and (v) to comply with Double’s legal and regulatory obligations.
Double Intellectual Property. Subject only to the licenses expressly granted in this Agreement, and as between Double and Customer, Double (and its licensors) is the sole owner of all intellectual property rights in and to the Platform, the Site, the Documentation, the Content, and the Services (excluding Customer Data and Work Product), including all methodologies, workflows, processes, techniques, tools, and know-how developed, used, or improved by Double or Service Personnel in providing the Services, whether or not embodied in Work Product. Customer will not, and will not allow others to, remove any copyright, trademark, or other proprietary notices of Double or any third party contained on or in the Platform, Documentation, or Content.
Feedback. Customer grants to Double a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, incorporate into the Services, and otherwise commercially exploit any suggestions, feedback, improvements, or other input that Customer provides to Double with respect to the Services (“Feedback”), without any obligation, attribution, or compensation to Customer. Feedback is not Customer’s Confidential Information. Customer represents that it has the right to provide the Feedback and that Double’s use of the Feedback as permitted here will not violate the rights of any third party.
Aggregated and De-Identified Data. Double has the right to monitor, collect, and analyze statistical and performance information relating to Customer’s use of the Platform, and may create Aggregated Data and De-Identified Data from Customer Data and such usage information. As between the Parties, Double owns all right, title, and interest in Aggregated Data and De-Identified Data, and may use, disclose, license, and otherwise exploit such data, during and after the Term, for any lawful business purpose, including to provide, maintain, and improve the Platform and Services (including the AI Features), to develop new products, features, and service offerings, and to generate insights, analytics, benchmarking, and reporting, provided that Double will not disclose Aggregated Data or De-Identified Data in a manner that identifies Customer or any individual.
Fees and Payment
Fees for Services. Current rates are published at Double’s pricing page. Customer will pay Double the Fees for the Plan selected at the time Customer first purchased the Services, subject to any additional pricing terms, discounts, or credits agreed to by the Parties in any applicable Order Form. Except as otherwise specified in this Agreement or in a Service-Specific Addendum: (i) Fees are quoted and payable in United States dollars; (ii) payment obligations are non-cancelable and non-pro-ratable for partial months; and (iii) Fees paid are non-refundable. Customer is solely responsible for any currency conversion, foreign transaction, or similar fees charged by Customer’s financial institution in connection with payment of Fees in United States dollars.
Payment Method; Authorization. Customer must provide Double a valid credit card or other payment instrument acceptable to Double. Customer at all times represents and warrants that such information is true, correct, and complete and that Customer is authorized to use the payment instrument. Customer must promptly update its account information with any changes, including any new or replacement payment instrument. Any failure to maintain valid, current payment information or to keep payments current will constitute a material breach of this Agreement, for which Double may suspend or terminate Customer’s access to the Services immediately without notice in accordance with Section 13.4. Customer authorizes Double to charge the payment instrument on file, and any backup or replacement payment instrument, in advance on a recurring basis in accordance with the Plan, including any Fee changes made in accordance with Section 8.6, until Customer terminates its account in accordance with Section 13.2. Customer is responsible for all card issuer, processing, and chargeback fees, surcharges, and related costs associated with Customer’s payment method. If any payment is declined, reversed, or returned for any reason, Double may retry the charge and Customer will remain responsible for the full amount due, plus any associated fees incurred by Double.
Billing Start Date. Customer pays when it orders the Services. The date of such payment (or such other date as agreed to by Double in writing) will be the date of Customer’s monthly billing cycle for Virtual Receptionists Services. For other Services, Double may adjust Customer’s billing start date to the date Customer is actually matched with Service Personnel. Billing start date adjustments (if applicable), shall not exceed one year. Double will bill Customer each month based on the billing start date, and Customer is responsible for paying the Fees each month. . Customer agrees to complete Double’s onboarding requirements, respond to Double requests, and otherwise cooperate with Double to facilitate successful matching of Customer to Service Personnel. If Customer fails to complete onboarding requirements or otherwise cooperate with Double to match Customer to Service Personnel, any Fees will be considered forfeited.
Hour Allotments. Plans governed by a monthly hour allotment are billed per the cycle set forth in the Plan or stated in the Order Form. Unless the Plan expressly states otherwise, unused hours do not carry over to the next billing cycle.
Discounts and Credits. At any time, and for any reason, Double may provide discounts, credits, or preferential rates for its Services (“Credits”). The amount and form of such Credits, and the decision to provide them, are at Double’s sole discretion. The provision of Credits in one instance does not entitle Customer to Credits in the future nor does it obligate Double to provide Credits under any circumstances.
Price Changes. Unless stated otherwise in an applicable Order Form, Double reserves the right to change its prices. Double will provide notice of the change through the Site, the Platform, or via email. Any change in price shall apply to Customer’s next billing cycle. Customer’s failure to terminate this Agreement in accordance with Section 13.2 or continued use of the Services after the price change becomes effective constitutes Customer’s agreement to pay the changed amount.
Invoices. Double may choose to bill through an invoice, which may be invoiced monthly or annually as agreed by the Parties. Customer accepts that Double may issue invoices electronically. All payments billed by invoice are due upon receipt unless different terms are stated on the invoice and agreed to by both Parties.
Billing Disputes. Any dispute regarding a charge or invoice must be raised in writing to Double within fifteen (15) days following the end of the applicable billing cycle. Once this period has expired, Customer shall be deemed to have waived its right to dispute the charge, and the charge will be deemed accepted in full. Customer agrees to pay all undisputed amounts on or before the due date.
Late Payments; Chargebacks. Unpaid and undisputed charges are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. If Double does not receive payment due to a charge being declined, charged back, or otherwise reversed, Customer’s account will be deemed in default. Upon written notice (email sufficient), Double may, without liability, immediately suspend Customer’s access to the Services.
Taxes. All amounts payable under this Agreement are exclusive of any sales, use, value-added, goods and services, and other similar taxes or duties, however designated (collectively, “Taxes”). Customer is solely responsible for payment of all Taxes, except for those taxes based on the income of Double. Where value-added tax, goods and services tax, or a similar tax applies to the Services under the laws of the European Union, the United Kingdom, or another jurisdiction outside the United States, Customer will provide Double with a valid tax registration number and any other documentation reasonably requested by Double, and, to the extent permitted by applicable law, Customer will self-assess and account for such tax under any applicable reverse-charge mechanism. Customer will not withhold any taxes from any amounts due to Double.
Confidentiality
Obligations. Each Party (as the "Recipient") agrees that it will use the Confidential Information of the other Party (the “Discloser”) solely to perform its obligations, exercise its rights, or as otherwise permitted under this Agreement. Recipient will not disclose, or permit to be disclosed, Confidential Information directly or indirectly to any third party without Discloser’s prior written consent, except as otherwise permitted under this Agreement. Recipient may disclose Confidential Information: (i) to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives who have a “need to know” in connection with this Agreement and are legally bound to keep such information confidential by obligations no less stringent than those of this Agreement; and (ii) as required by law or regulation, or in response to a lawfully issued subpoena or other court order, provided that Recipient will, to the extent legally permitted and reasonably practicable, provide Discloser with prior written notice of such disclosure, will disclose only that portion of the Confidential Information it is legally required to disclose, and will provide reasonable cooperation, at Discloser’s expense, if Discloser seeks an injunction or protective order with respect to such disclosure. Recipient will exercise at least a reasonable degree of care in protecting Confidential Information from unauthorized use and disclosure. Nothing in this Section 9 restricts Service Personnel from using general skills, know-how, and experience retained in unaided memory as a result of providing the Services, provided that such use does not involve the unauthorized use or disclosure of Discloser’s Confidential Information.
Equitable Relief. Both Parties acknowledge that any actual or threatened breach of the provisions of this Section 9 or the License Restrictions set forth in Section 5.2 would cause irreparable harm to the non-breaching Party, which could not be adequately compensated through monetary damages alone. Accordingly, in the event of any such breach, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies and without the necessity of posting bond or other security.
Service Personnel Confidentiality. Double enters into written agreements with all Service Personnel containing confidentiality and non-disclosure obligations that provide at least the same level of protection for Confidential Information as those set forth in this Agreement. Customer Data will only be accessed by, and Services will only be performed by, Service Personnel who have executed such written agreements with Double. Customer may request that Service Personnel be required to execute confidentiality or non-disclosure agreements directly with Customer, which Double may grant or deny in its sole discretion.
Service Personnel Information. Customer will keep Service Personnel identity and roster information strictly confidential and will not publish such information (including screenshots or photographs) on any public forum. Customer acknowledges that Service Personnel identity and roster information constitutes Double’s trade secret and Confidential Information.
Privacy and Security
Data Processing Addendum. To the extent that Double processes Customer Data that is Personal Information, in addition to the Privacy Policy, the terms of the DPA will apply to such processing. The DPA is incorporated into and forms an integral part of this Agreement.
HIPAA. The Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”) restrict the use and disclosure of certain individually identifiable health information (“Protected Health Information” or “PHI”) by covered entities and their business associates. Double makes no representation or warranty that the Platform satisfies HIPAA’s requirements. Customer is solely responsible for determining whether the Services are suitable for Customer’s intended use of PHI. If Customer requires HIPAA compliance in connection with the Services, Customer must: (a) notify Double prior to transmitting any PHI; (b) provide Service Personnel with a separate, compliant device or system; and (c) enroll Service Personnel in Customer’s own compliance program. Double may, in its sole discretion, enter into a Business Associate Agreement on a case-by-case basis, but execution of such an agreement is not, by itself, a representation or warranty by Double that the Platform satisfies HIPAA’s requirements.
International Data Transfer Addendum. For Customers located outside the United States, including in the European Economic Area, the United Kingdom, or Switzerland, the transfer of Personal Information to the United States or other countries may require additional safeguards, such as the European Commission’s Standard Contractual Clauses, the UK International Data Transfer Addendum, or another appropriate cross-border data transfer mechanism (collectively, an “International Data Transfer Addendum”). Double will make an applicable International Data Transfer Addendum available upon Customer’s written request, and any such addendum, once executed or incorporated by reference, will form part of the DPA. Customer is responsible for identifying and requesting any International Data Transfer Addendum applicable to Customer’s use of the Services.
Relationship of the Parties; Independent Contractors
Independent Contractor Relationship. The Parties are independent contractors of each other. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to obligate or bind the other in any manner. This independent contractor relationship between Double and Customer applies at all times during the Term, regardless of whether any particular Service Personnel is classified as an independent contractor of, or an employee of, Double. Neither Party will at any time act as a co-employer of the other Party’s own employees or independent contractors.
Service Personnel Classification. Customer acknowledges that: (a) Double is not Customer’s employer or co-employer, and Service Personnel are not Customer’s employees; (b) Service Personnel engaged in the Virtual Assistant and Paralegal service lines are independent contractors to Double and part of Double’s confidential contractor network, not employees of Double or of Customer; (c) Double’s role is that of a matching, vetting, and administrative services provider, with Double providing Customers with access to its vetted contractor network and handling administrative and billing functions; (d) Service Personnel may serve multiple clients simultaneously (including clients outside of Double’s platform) and are free to accept or decline engagements; and (e) Double expressly reserves the right to assign, reassign, or replace Service Personnel for any reason without Customer’s consent.
No Co-Employment. Customer will not exercise, or attempt to exercise, any direction or control over Service Personnel that is inconsistent with the independent contractor relationship. Without limiting the foregoing, Customer will not: (i) set required work hours or schedules for Service Personnel (other than communicating availability preferences); (ii) require Service Personnel to work exclusively for Customer; (iii) provide Service Personnel with tools, equipment, or benefits typically associated with employment; or (iv) represent to any third party that Service Personnel are Customer’s employees. Customer acknowledges that a failure to comply with this Section could create misclassification or co-employment liability for Customer and Double. Customer will defend, indemnify, and hold Double harmless for any losses arising from Customer’s breach of this Section.
Virtual Receptionist Personnel. Notwithstanding the Service Personnel Classification and No Co-Employment provisions above, Service Personnel in the Virtual Receptionist service line are employees of Double and not independent contractors of Double. The provisions of Section 11.2(b) and 11.2(d) (addressing the independent contractor classification and multi-client engagements of certain Service Personnel) do not apply to Virtual Receptionist Service Personnel, but the independent contractor relationship between Double and Customer described in Section 11.1 remains in full force and effect. Customer is not a co-employer of such Service Personnel and will not exercise direction or control over them beyond the scope contemplated by this Agreement and the applicable Service-Specific Addendum.
Acceptable Use; Conduct Toward Service Personnel
Professional Conduct. Customer will interact with all Service Personnel in a professional, respectful, and non-abusive manner. Customer shall not engage in harassment, discrimination, threats, or intimidation directed at Service Personnel.
Scope of Tasks. Customer shall keep its task requests within the scope of the Services described in the applicable Plan and Service-Specific Addendum. Customer shall not request Service Personnel to perform tasks that are illegal, unethical, or outside Double’s published policies or guidance.
Double Policies. Double may from time to time adopt, update, and publish policies and other guidance governing acceptable conduct toward Service Personnel and the scope of permissible task requests, which Double will make available via the Site, the Platform, or upon request. Customer agrees to comply with such policies, and any violation will be treated as a violation of this Section 12.
Service Personnel Autonomy. With respect to Service Personnel who are independent contractors (VA and Paralegal service lines), Customer acknowledges that each Service Personnel member has full discretion to: (a) accept or decline a prospective Customer engagement; and (b) terminate the engagement with Customer at any time, for any reason. Double will use commercially reasonable efforts to assign a replacement, but Customer acknowledges that such replacement is subject to availability and matching criteria.
Termination for Abusive Conduct. Double reserves the right to terminate this Agreement immediately and without refund if Customer engages in abusive, threatening, harassing, or otherwise inappropriate conduct toward any Service Personnel or Double personnel. Such termination constitutes termination for cause under the Termination by Double section of this Agreement.
Term; Termination
Term. For all Plans under a subscription model, the initial term of this Agreement will be thirty (30) days (the “Initial Term”), unless otherwise specified in an Order Form. The Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless either Party provides notice of non-renewal as described in this Agreement. For Pool Tasks, the Term means the period beginning on the date Customer submits a task and ending thirty (30) calendar days after completion of that task. Pool Tasks do not automatically renew.
Termination by Customer. Customer may cancel its Plan for any reason at any time; however, Double will not issue prorated refunds for unused time. All cancellation requests will go into effect on Customer’s next monthly billing date. A minimum of twenty-four (24) hours’ notice prior to renewal is required for cancellations by Customer.
Termination by Double. Double reserves the right to terminate Customer’s Plan at any time, for any reason. If Double terminates for convenience (i.e., not for cause), Double will refund to Customer a pro-rated amount of prepaid Fees for the applicable Term. Double may terminate immediately for cause, including abuse of Service Personnel, unlawful use of the Services, non-payment, material breach of this Agreement, or violation of the License Restrictions, the Acceptable Use provisions, or similar provisions of this Agreement.
Suspension. In addition to any other remedies it may have, or as set forth in Section 9.2, Double may suspend Customer’s right to access or use any portion or all of the Services immediately, without liability, if Customer’s use would reasonably be expected to, at Double’s sole discretion: (i) pose a security risk to the Platform or any third party; (ii) adversely impact the Platform, Double’s systems, or Customer Data of other customers; (iii) subject Double or any third party to liability; or (iv) be fraudulent or illegal. Double will have no liability for any losses resulting from such suspension.
Effect of Termination. Upon any expiration or termination of this Agreement, all licenses granted under this Agreement immediately terminate, and any service-specific wind-down steps set forth in the applicable Service-Specific Addendum will apply. Customer will (a) pay all Fees due and owing under the Agreement as of the effective date of termination or expiration, and (b) cease using the Services. Double will (A) terminate Customer’s access to the Platform, and (B) return or delete Customer Data consistent with the DPA and applicable laws. If Customer does not timely direct the deletion or return of Customer Data, Double will have no further obligation to Customer and will delete or destroy Customer Data in its possession in accordance with applicable laws and its internal data retention policies. The license to Customer Data under Section 7.2 survives for so long as Double retains Customer Data in accordance with this section, subject to the confidentiality obligations in Section 9 and, with respect to Personal Information, the DPA.
Survival. Upon termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms relating to intellectual property, confidentiality, disclaimers, non-solicitation, indemnification, limitations of liability, release, dispute resolution, and the general provisions of this Agreement.
Non-Solicitation. Customer acknowledges that Double has made substantial investments in recruiting, vetting, training, and matching skilled Service Personnel with each of its customers, and that Double has a legitimate interest in earning a reasonable return on those investments. Customer also acknowledges that Double has separate agreements with Service Personnel that protect this interest by requiring that Service Personnel obtain Double’s prior written consent before accepting any direct engagement (whether as an employee, consultant, contractor, or otherwise) with any assigned Customer. Accordingly, to the fullest extent permitted under applicable law, Customer agrees that during the Term and for a period of twelve (12) months immediately following the termination of Customer’s relationship with Double for any reason, whether voluntary or involuntary, with or without cause, Customer will not, directly or indirectly, solicit, recruit, hire, engage, or enter into any arrangement with any Service Personnel assigned to Customer at the time of suspension or termination, or who was assigned to Customer within the six (6) months preceding suspension or termination, to leave his or her engagement with Double and to work for Customer in any capacity, directly or indirectly, without Double’s prior written consent.
Liquidated Damages. Should any solicitation by Customer become a substantial factor resulting in Service Personnel leaving Double and accepting an engagement with Customer directly or indirectly without Double’s prior written consent, Customer agrees to pay Double as liquidated damages a one-time fee equivalent to the greater of: (a) $25,000; or (b) one year of Customer’s monthly subscription Fees in effect at the most recent date that the Service Personnel had been assigned to Customer by Double.
No Off-Platform Payments. Any agreement or attempted agreement between Customer and any Service Personnel, in connection with a service contract, requiring that payment be made outside of the Platform is strictly prohibited, shall constitute a material breach of this Agreement, and is subject to immediate suspension of the Services and termination of the Agreement, with no refund to Customer.
Jurisdictional Limitation. If the non-solicitation obligations in Section 14.1, or the liquidated damages remedy in Section 14.2, are generally unenforceable, void, or unlawful under the law of a jurisdiction that restricts covenants not to solicit or restraints on engaging independent contractors (including California Business and Professions Code Section 16600 or similar state statutes), such obligations will not apply to Customer to the extent Customer is subject to that jurisdiction’s law, and the remainder of this Section 14 and this Agreement will otherwise remain in full force and effect.