. Relationship with StatITT

1. Contracting Parties:The relationship between the parties is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Service. We are not hiring or engaging you to provide any service; you are engaging us to provide you access to our Service. Nothing i n this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and StatITT. The parties do not share in any profits or losses. You have no authority to make or accept any offers or representations on our behalf. You are not our agent and you have no authority to act on behalf of StatITT.

2. Your Choice to Provide P2P Service to Customers.We do not, and have no right to, direct or control you. Subject to Service availability, you decide when, where and whether

   1. you want to offer P2P Service facilitated by our Service and

   2. you want to accept, decline, ignore or cancel an Engagement (defined below) request; provided, in each case, that you agree not to discriminate against any potential Customer in violation of the Requirements (defined below). Subject to your compliance with this Agreement, you are not required to accept any minimum number of Engagements in order to access our Service and it is entirely your choice whether to provide P2P Service to Customers directly, using our Service, or using any other method to connect with Customers, including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that your Customers’ experiences with your Engagements, as determined by Customer input, may affect your ability to access our Service or provide Engagements.

. Our Service

1. General :While using our App, you may receive lead generation and other technology-based services that enable those operating independent business enterprises like you to provide P2P Service requested by Customers (“Engagements”). Subject to the terms and conditions of this Agreement, StatITT hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use our Service (including the App) solely for the purpose of providing Engagements and accessing services associated with providing Engagements.

2. Compliance

   1. You are responsible for identifying, understanding, and complying with

      1. all laws (including, but not limited to, the Americans with Disabilities Act and applicable laws governing your collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to your provision of Engagements (including whether you are permitted to provide P2P Service at all) in the jurisdiction(s) in which you operate (your “Region”) and

      2. this Agreement (collectively, the “Requirements”). Subject to applicable law, you are responsible for identifying and obtaining any required license, permit, or registration required to provide any P2P Service that you provide using our Service. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Service is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Service if you are not in compliance with the Requirements.

   2. The Americans with Disabilities Act imposes obligations and does not contain exceptions for religious objections. We have the right to and you consent to the permanent deactivation of your App account and the permanent termination of your contractual relationship with us if, based on the evidence, we conclude that you knowingly refused a Engagement request from a Customer in violation of the ADA.

3. Your Provision of Services to Customers:

   1. you have all the necessary expertise and experience to provide Engagements in compliance with the Requirements and standards applicable to the P2P Service,

   2. your access and use of our Service, and provision of P2P Service, in your Region is permitted by the Requirements (including any age requirements), and

   3. all such access and use of our Service will be in compliance with the Requirements. You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the Engagements you provide.

4. Accessing our Service:

   1. To provide Engagements you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for providing Engagements. You are responsible for all activity conducted on your account. For account security and Customer safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Service. If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that StatITT is not responsible for any losses arising from your sharing of account credentials with a third party, including without limitation phishing.

   2. You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement. If you are accepting this Agreement on behalf of your company, entity, or organization, you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind such party to this Agreement.

5. Background Checks and Licensing. :

   1. During your account creation and registration, we will collect, and may verify, certain information about you.

   2. You may be required to pass various background and other checks both prior to the first time you access our Service and from time to time thereafter during the term of this Agreement; these checks may be facilitated by third parties. You hereby authorize and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons.

6. Accepting Engagement Requests:

   1. Engagement requests may appear in the App and you may attempt to accept, decline or ignore them. Accepting an Engagement request creates a direct business relationship between you and your Customer in accordance with the terms of the service the Customer has requested through our Service. The mechanism for accepting or declining Engagements may vary depending on your location and the type of Engagement-request you accept. You acknowledge upon acceptance of an Engagement request, you may incur StatITT fees.

   2. You may receive Customer information and you agree that your Customer may also be given identifying information about you, including your first name, photo, location, and certain other information you have voluntarily provided through the App (collectively, “User Information”). Without a Customer’s consent, you agree to not contact any Customer or otherwise use any of the Customer’s User Information except solely in connection with the provision of Engagements to that Customer. You agree to treat all Customer User Information as Confidential Information (defined below) received by you under this Agreement. You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.

7. Use of StatITT Branded Materials :

   1. Except to the extent necessary to comply with applicable law, you are not required to use, wear or display StatITT’s name or logo on your clothing, or to use materials displaying StatITT’s name or logo (collectively “StatITT Branded Materials”).

   2. Your authorized display of StatITT Branded Materials may signify to Customers that your P2P Service is facilitated by our Service. StatITT grants you a limited license to use, wear, or display StatITT Branded Materials provided directly to you by StatITT (“Authorized StatITT Branded Materials”) when providing Engagements solely for the purpose of identifying yourself to Customers as someone selling P2P Service facilitated by our Service. You agree not to

      1. use, wear, or display StatITT-Branded Materials that are not Authorized StatITT

      2. purchase, accept, offer to sell, sell or otherwise transfer StatITT Branded Materials that are not Authorized StatITT Branded Materials or

      3. offer to sell or sell, or otherwise transfer Authorized StatITT Branded Materials, without StatITT’s prior written permission, or

      4. display StatITT Branded Materials when you are not accessing the Service.

   3. The parties expressly agree that your access to, or use of, StatITT Branded Materials, whether or not authorized, does not indicate an employment or other similar relationship between you and StatITT. You further agree not to represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with us.

   4. You agree to destroy and discard any StatITT Branded Materials if your account is deactivated and/or if you lose access to the Service.

8. Service interruptions, Criminal Offenses, and Other Compliance Obligations :For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident that occurs during your provision of an Engagement and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offense, for Service eligibility consideration.

9. Ratings :Your Customer may be asked to comment on your services, and you may be asked to comment on your Customer. These comments can include stars or other ratings and other feedback (collectively, “Ratings”), which we ask all parties to provide in good faith. Ratings are not confidential and you hereby authorize our use, distribution and display of your Ratings (and Ratings about you), without attribution or further approval. We have no obligation to verify Ratings or their accuracy.

10. Location Based Technology Services; Communication Consents :

    1. Your device geo-location information may be required for the proper functioning of our Service, and you agree to not take any action to manipulate or falsify your device geo-location. You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Customers. We may not and will not use this information to attempt to supervise, direct, or control you or your provision of Engagements.

    2. (b) You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your account. You also understand that you may opt out of receiving text messages from us at any time, either by replying “STOP” or texting the word “STOP” to 89203 using the mobile device that is receiving the messages. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by you or on your account.

11. Certifications:StatITT may offer the ability for you to obtain certificates to demonstrate your skill or knowledge in connection with the App. You understand that the issuance of these certificates is within StatITT’s sole discretion, and you do not have a legal right to such certificates, even if you believe you completed all steps necessary to obtain such certificates. StatITT may cease providing and may remove existing certificates at any time for any reason. Such certifications shall not be construed as an endorsement of the services you provide as part of your Engagements.

. Insurance

We may, in our sole discretion, choose to maintain insurance related to your Engagements, but we are not required to provide you with any specific coverage for loss to you. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.

. Payments

You will be paid on a weekly basis in accordance with the payment policies expressed on the App.

. Term and Termination; Effect; Survival

1. Term :This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us.

2. Termination by You :You may terminate this Agreement

   1. without cause at any time upon seven (7) days’ prior written notice to StatITT; and

   2. immediately, without notice for StatITT’s violation or alleged violation of a material provision of this Agreement.

3. Termination by Us.We may terminate this Agreement at any time for any reason.

4. Deactivation :You consent to and we may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference) (any of the foregoing, a “Material Breach or Violation”). You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.

5. Effect of Termination and Survival :Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Service to provide Engagements. You agree to use commercially reasonable efforts to return any StatITT Branded Materials, but excluding promotional materials, to StatITT or destroy them.

. Disclaimers

1. we provide our service and any additional products or services “as is” and “as available,” without guarantee or warranty of any kind, and your access to our service is not guaranteed to result in any engagement requests. we do not warrant that our service will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects will be corrected, that our technology is free of viruses or other harmful components. we will not be liable for any service interruptions or losses resulting from service interruptions, including but not limited to system failures or other interruptions that may affect your access to our service.

2. we provide lead generation and related services only, and make no representations, warranties or guarantees as to the actions or inactions of the customers who may request or actually receive engagements from you. we do not screen or evaluate these customers. some jurisdictions provide for certain warranties, such as the implied warranties of merchantability, fitness for a particular purpose, accuracy, availability, safety, security, and non-infringement. we exclude all warranties to the extent those regulations allow.

3. if a dispute arises between you and your customers or any other third party, you release us from losses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

. Information

We may collect and disclose information from or about you when you create an account, interact with our Service or provide Engagements and as otherwise described in our Privacy Notice. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Notice and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Service, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

. Confidentiality

1. Confidential Information :Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes Customer User Information and the transportation volume, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information does not include any information that: (a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

2. Obligations :Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third-party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.

3. Remedies :The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 12, applicable law or otherwise.

. Intellectual Property

We reserve all rights not expressly granted in this Agreement. Our Service, and all data gathered through our Service, including all intellectual property rights therein (the “Service IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of StatITT’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“StatITT Names, Marks, or Works”) or the Service IP conveys or grants to you any rights in or related to the Service IP, or related intellectual property rights, including StatITT’s Names, Marks, or Works, except for the limited license granted above. You shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Service IP or Authorized StatITT-Branded Materials; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of StatITT Names, Marks, or Works for any purpose other than to provide Engagements; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include StatITT Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use StatITT Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any StatITT Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership in StatITT’s Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Service or data; or (i) aggregate StatITT’s data with competitors’

. Third-Party Services

From time to time, we may permit third parties to offer their services to users of our Service. Third-party services may be subject to additional terms (including pricing) that apply between you and the party(ies) providing such services. If you choose to access the third-party services you understand that the providers of the third-party services are solely responsible for liabilities arising in connection with the access and use of such third-party services. While we may allow users to access such services through our Service and we may collect information about our users’ use of such services, we may not investigate, monitor or check such third-party services for accuracy or completeness.

. Miscellaneous

1. Modification :You will only be bound by modifications or supplements to this Agreement on your acceptance, but if you do not agree to them, you may not be allowed to access our Service. Such modifications or supplements may be provided to you only via electronic means. From time to time we may modify information hyperlinked in this Agreement (or the addresses where such information may be found) and such modifications shall be effective when posted.

2. Severability :We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.

3. Assignment :We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.

4. Conflicts :Except with respect to the Arbitration Provision, if there is a conflict between this Agreement and any supplemental terms between you and StatITT, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.

5. Interpretation :In this Agreement, “including” and “include” mean “including, but not limited to.”

6. Notice :Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to StatITT, Inc., 1145 Normandy Dr. #504, Miami Beach, FL 33141. All notices to you may be provided electronically including through our Service or by other means.

7. Governing Law :Except as specifically provided in this Agreement, this Agreement is governed by the applicable law of the state where you reside (or where your entity is domiciled) when you accepted this Agreement (the “Governing Law”). The Governing Law shall apply without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.

8. Entire Agreement :This Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

9. No Incorporation :Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement.

. Arbitration Provision

important: please review this arbitration provision carefully, as it will require you to resolve disputes with us on an individual basis through final and binding arbitration, except as provided below. you may opt out of this arbitration provision by following the instructions below. there are and/or may be lawsuits alleging class, collective, coordinated, consolidated, and/or representative claims on your behalf against us. if you do not opt out of this arbitration provision and therefore agree to arbitration with us, you are agreeing in advance, except as otherwise provided below, that you will not participate in and, therefore, will not seek or be eligible to recover monetary or other relief in connection with, any such class, collective, coordinated, consolidated, and/or representative lawsuit. this arbitration provision, however, will allow you to bring individual claims in arbitration on your own behalf.

1. How This Arbitration Provision Applies :

   1. This Arbitration Provision is a contract governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and evidences a transaction involving commerce, and you agree that this is not a contract of employment involving any class of workers engaged in foreign or interstate commerce within the meaning of Section 1 of the Federal Arbitration Act. If notwithstanding the foregoing, the Federal Arbitration Act does not apply to this Arbitration Provision, the law pertaining to arbitration agreements of the state where you reside when you entered into this Agreement shall apply. Except as it otherwise provides, this Arbitration Provision applies to any legal dispute, past, present or future, arising out of or related to your relationship with us or relationship with any of our agents, employees, executives, officers, investors, shareholders, affiliates, successors, assigns, subsidiaries, or parent companies (each of which may enforce this Arbitration Provision as third party beneficiaries), and termination of that relationship, and survives after the relationship terminates.

   2. This Arbitration Provision applies to all claims whether brought by you or us, except as provided below. This Arbitration Provision requires all such claims to be resolved only by an arbitrator through final and binding individual arbitration and not by way of court or jury trial. Except as provided below regarding the Class Action Waiver and Representative Action Waiver, such disputes include without limitation disputes arising out of or relating to the interpretation, application, formation, scope, enforceability, waiver, applicability, revocability or validity of this Arbitration Provision or any portion of this Arbitration Provision.

   3. Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to disputes between you and StatITT, or between you and any other entity or individual, arising out of or related to your application for and use of an account to use our Service and App as a driver, the P2P Service that you provide, background checks, your privacy, your contractual relationship with us or the termination of that relationship (including post-relationship defamation or retaliation claims), the nature of your relationship with us (including, but not limited to, any claim that you are our employee), trade secrets, workplace safety and health, unfair competition, compensation, minimum wage, expense reimbursement, overtime, breaks and rest periods, retaliation, discrimination, or harassment, and claims arising under the Telephone Consumer Protection Act, Fair Credit Reporting Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, 8 U.S.C. § 1324b (unfair immigration related practices), Americans With Disabilities Act, Age Discrimination in Employment Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, federal, state or local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local statutory, common law and legal claims (including without limitation, torts) arising out of or relating to your relationship with us or the termination of that relationship. This Arbitration Provision also applies to all incidents or accidents resulting in personal injury to you or anyone else that you allege occurred in connection with your use of our Service and App, regardless whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to this Agreement, and regardless whether you allege that the personal injury was experienced by you or anyone.

2. Limitations On How This Arbitration Provision Applies. :

   1. To the extent required by applicable law not preempted by the Federal Arbitration Act, nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Likewise, to the extent required by applicable law not preempted by the Federal Arbitration Act, nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. To the extent required by applicable law not preempted by the Federal Arbitration Act, this Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision.

   2. Where you allege claims of sexual assault or sexual harassment, you may elect to bring those claims on an individual basis in a court of competent jurisdiction instead of arbitration. We agree to honor your election of forum with respect to your individual sexual harassment or sexual assault claim but in so doing do not waive the enforceability of this Arbitration Provision as to any other provision (including but not limited to Section 12.4—Class Action Waiver—which will continue to apply in court and arbitration), controversy, claim or dispute.

   3. To the extent an Act of Congress or applicable federal law not preempted by the Federal Arbitration Act provides that a particular claim or dispute may not be subject to arbitration, such claim or dispute is excluded from the coverage of this Arbitration Provision. Likewise, if the Federal Arbitration Act does not apply to a claim or dispute, any claims or disputes that may not be subject to arbitration under applicable state arbitration law will be excluded from the coverage of this Arbitration Provision.

   oid.

3. Governing Rules, Starting The Arbitration, And Selecting The Arbitrator. :

   1. For claims involving use of the Service and App in California:The ADR Services, Inc. Arbitration Rules (“ADR Rules”) will apply to arbitration under this Arbitration Provision; however, if there is a conflict between the ADR Rules and this Arbitration Provision, including but not limited to whether any arbitration may proceed on an individual basis, this Arbitration Provision shall govern. The ADR Rules are available by, for example, searchingGoogle.comto locate “ADR Services, Inc. Rules,” or by clicking here:https://www.adrservices.com/services/arbitration-rules/.If, for any reason, ADR Services, Inc. will not administer the arbitration and the parties cannot mutually agree on a neutral arbitration provider, either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in California. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis. Once an arbitration provider is appointed under 9 U.S.C. § 5, or the parties mutually agree upon a neutral arbitration provider, the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider; however, if there is a conflict between the rules of the designated arbitration provider and this Arbitration Provision, including but not limited to whether any arbitration may proceed on an individual basis, this Arbitration Provision shall govern.

   2. For claims involving use of the Service and App outside CaliforniaThe parties shall be required to meet and confer to select a neutral arbitration provider. Such an arbitration provider shall have operations in the state in which the dispute arises. If the parties are unable to mutually agree upon an arbitration provider, then either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in the state in which the dispute arises. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis. Once the parties mutually agree upon a neutral arbitration provider, or an arbitration provider is appointed under 9 U.S.C. § 5, the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider; however, if there is a conflict between the rules of the designated arbitration provider and this Arbitration Provision, including but not limited to whether any arbitration may proceed on an individual basis, this Arbitration Provision shall govern.

   3. Prior to commencing arbitration with the applicable arbitration provider, the party bringing the claim in arbitration must first demand arbitration in writing within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties (including, if you are bringing the claim, the phone number and email address associated with your driver account, and the city in which you reside), a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought and the amount in controversy. Any demand for arbitration made to us shall be sent to StatITT, Inc., 1145 Normandy Dr. #504, Miami Beach, FL 33141, or served upon StatITT’s registered agent for service of process, c/o StatITT, Inc. Any demand for arbitration made to you shall be sent via electronic email to the email address associated with your driver account.

   4. The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before the arbitration demand is submitted to the applicable arbitration provider, the party bringing the claim shall first attempt to informally negotiate with the other party, in good faith, a resolution of the dispute, claim or controversy between the parties for a period of 60 days (“negotiation period”), unless extended by mutual agreement of the parties. During the negotiation period, any otherwise applicable statute of limitations shall be tolled. In connection with informal negotiations during the negotiation period, the parties shall participate telephonically or in person in at least one informal dispute resolution conference. All informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal dispute resolution conference, but the party also must appear at and participate in the conference. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing individual arbitration. If the parties cannot reach an agreement to resolve the dispute, claim or controversy within the negotiation period, the party bringing the claim shall submit the arbitration demand to the applicable arbitration provider.

   5. To commence arbitration following the conclusion of the informal dispute resolution process required by Section 12.3(d), the party bringing the claim must file the written demand for arbitration with the applicable arbitration provider and serve a copy of the demand for arbitration on StatITT as set forth in Section 12.3(c) and by email to any counsel who represented StatITT in the informal dispute resolution process. By filing the arbitration demand with the applicable arbitration provider, the party bringing the claim in arbitration certifies that the demand complies with Rule 11 of the Federal Rules of Civil Procedure and any applicable state law equivalent.

   6. If the parties reach agreement on an arbitrator not affiliated with the applicable arbitration provider or to use procedures either not specified in or in lieu of the applicable arbitration provider’s rules (as modified by this Arbitration Provision), any such agreement shall be memorialized in writing before arbitration is commenced. If the parties are unable to agree upon an arbitrator after a good faith meet and confer effort, then the applicable arbitration provider will appoint the arbitrator in accordance with its rules. The arbitrator will be selected from the applicable arbitration provider’s roster of arbitrators. Any arbitrator selected must be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted with experience in the law underlying the dispute.

   7. Delivering a written arbitration demand to the other party will not relieve the party bringing the claim of the obligation to commence arbitration as described above. It shall always be the obligation of the party bringing the claim to commence arbitration.

      1. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration, except that the statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by Section 12.3(d).

      2. Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Provision, including without limitation any claim that all or part of this Arbitration Provision is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues. However, only a court of competent jurisdiction, and not an arbitrator, shall have exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver and/or Representative Action Waiver—including, but not limited to, any claim that all or part of the Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, illegal, void, or voidable, or that a breach of either such Waiver has occurred.

4. Class Action Waiver. :

   1. This Arbitration Provision affects your ability to participate in representative actions.Both StatITT and you agree that any and all disputes or claims between the parties shall be resolved only in individual arbitration, and not on a class, collective, coordinated, or consolidated basis on behalf of others. There will be no right or authority for any dispute (whether brought by you or us, or on your or our behalf) to be brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, or consolidated action, or for you or us to participate as a member in any such class, collective, coordinated, or consolidated proceeding. Neither an arbitrator nor an arbitration provider shall have authority to hear, arbitrate, or administer any class, collective, coordinated, or consolidated action, or to award relief to anyone but the individual in arbitration.

   2. Notwithstanding any other provision of this Arbitration Provision or the applicable arbitration provider’s rules, this Class Action Waiver does not prevent you or us from participating in a classwide, collective, coordinated, or consolidated settlement of claims.

   3. The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining or consolidating the claims of multiple individuals against StatITT in a single proceeding. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (1) any class, collective, coordinated, or consolidated action subject to the enforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (2) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (3) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Provision; and (4) the severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Provision or the arbitrability of any remaining claims asserted by you or us.

5. Representative Action Waiver :

   1. This Arbitration Provision affects your ability to participate in class, collective, coordinated, or consolidated actionsTo the maximum extent provided by law, both StatITT and you agree that any and all disputes or claims between the parties shall be resolved only in individual arbitration, and not on a representative basis. The parties expressly waive their right to have any dispute or claim brought, heard, administered, resolved, or arbitrated as a representative action, or to participate in any representative action, including but not limited to claims brought under any state’s Private Attorneys General Act. The parties also expressly waive their right to seek, recover, or obtain any non-individual relief. There will be no right or authority for any dispute (whether brought by you or us, or on your or our behalf) to be brought, heard, administered, or arbitrated as a representative action, or for you or us to participate as a member in any such representative proceeding.

   2. Notwithstanding any other provision of this Arbitration Provision or the applicable arbitration provider’s rules, this Representative Action Waiver does not prevent you or us from participating in a representative settlement of claims.

   3. If there is a final judicial determination that any portion of this Representative Action Waiver is unenforceable or unlawful for any reason, (1) any representative claim subject to the enforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (2) the portion of the Representative Action Waiver that is enforceable shall be enforced in arbitration; (3) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Provision; and (4) the severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Provision or the arbitrability of any remaining claims asserted by you or us

   4. Disputes regarding the nature of your relationship with us (including, but not limited to, any claim that you are an employee of us), as well as any claim you bring on your own behalf as an aggrieved worker for recovery of underpaid wages or other individualized relief (as opposed to a representative claim for civil penalties) are arbitrable and must be brought in arbitration on an individual basis only, as required by this Arbitration Provision. You agree that any representative claim that is permitted to proceed in a civil court of competent jurisdiction must be stayed pending the arbitration of your dispute regarding the nature of your relationship with us and any claim you bring on your own behalf for individualized relief.

6. Paying For The Arbitration :

   1. Except in the case of offers of judgment (such as under Federal Rule of Civil Procedure 68 or any applicable state law equivalents, which apply to arbitrations under this Arbitration Provision as set forth in Section 12.6(d) below), each party will pay the fees for its, his or her own attorneys and any costs that are common to both court and arbitration proceedings (such as court reporter costs and transcript fees), subject to any remedies to which that party may later be entitled under applicable law.

   2. Notwithstanding any other provision of this Arbitration Provision or the applicable arbitration provider’s rules, this Representative Action Waiver does not prevent you or us from participating in a representative settlement of claims.

   3. Each party shall follow the applicable arbitration provider’s rules applicable to initial arbitration filing fees, except that your portion of any initial arbitration filing fee shall not exceed the amount you would be required to pay to initiate a lawsuit in federal court in the jurisdiction where the arbitration will be conducted. To the extent a fee waiver is sought, it must include all information and be submitted in the appropriate form required by applicable law. Except as specified in the mass arbitration dispute procedure set forth in Section 12.3(h), after (and only after) you have paid your portion of any initial arbitration filing fee, we will make up the difference, if any, between the fee you have paid and the amount required by the applicable arbitration provider’s rules.

   4. In all cases where required by applicable law not preempted by the FAA, we will pay the arbitrators fees, as well as all fees and costs uniquely associated with arbitration (such as room rental). Otherwise, such fee(s) will be apportioned between the parties in accordance with said applicable law and this Arbitration Provision, and any disputes in that regard will be resolved by the arbitrator. You agree to not oppose any negotiations between the applicable arbitration provider and StatITT relating only to our fees.

   5. At least 10 days before the date set for the arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by StatITT is not accepted by you, and you fail to obtain a more favorable award, you shall not recover your post-offer costs and shall pay StatITT’s costs from the time of the offer.

7. The Arbitration Hearing And Award :

   1. Within 30 days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief. The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator.

   2. The arbitrator shall apply applicable controlling law and will issue a decision or award in writing, stating the essential findings of fact and conclusions of law.

   3. Under no circumstances is the arbitrator bound by decisions reached in separate arbitrations. The arbitrator’s decision, including any decision by a Special Master (as applicable), shall be binding only upon the parties to the arbitration that are the subject of the decision

   4. The arbitrator shall award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) that applies to the case.

   5. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law equivalent.

   6. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The arbitrator’s findings of fact and conclusions of law shall not be binding or have any preclusive effect on any other arbitration, except as specified in and limited by Section 12.3(h).

8. Your Right To Opt Out Of This Arbitration Provision :

   1. Agreeing to this Arbitration Provision is not a mandatory condition of your contractual relationship with us. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision (subject to the pending litigation provision in Section 12.2, and the limitations set forth in this Section 12.8). To do so, within 30 days of the date that this Agreement is electronically accepted by you, you must send an electronic email from the email address associated with your account to optout@StatITT.com, stating your intent to opt out of this Arbitration Provision, as well as your name, the phone number associated with your driver account, and the city in which you reside.

   2. An email sent by your agent or representative (including your counsel) shall not be effective. Your email may opt out yourself only, and any email that purports to opt out anyone other than yourself shall be void as to any others. Should you not opt out of this Arbitration Provision within the 30-day period, you and StatITT shall be bound by the terms of this Arbitration Provision. You will not be subject to retaliation if you exercise your right to opt out of this Arbitration Provision.

   3. Any opt out of this Arbitration Provision does not affect the validity of any other arbitration agreement between you and StatITT. If you opt out of this Arbitration Provision and at the time of your receipt of this Agreement you were bound by an existing agreement to arbitrate disputes arising out of or related to your use of our Service and App, that existing arbitration agreement will remain in full force and effect

   4. Neither your acceptance of this Agreement nor your decision to opt out of this Arbitration Provision will affect any obligation you have to arbitrate disputes not specified in this Arbitration Provision pursuant to any other agreement you have with us or any of our subsidiaries or affiliate entities. Likewise, your acceptance of or decision to opt out of any other arbitration agreement you have with us or any of our subsidiaries or affiliate entities shall not affect any obligation you have to arbitrate claims pursuant to this Arbitration Provision.

9. Enforcement Of This Arbitration Provision.

   You have the right to consult with counsel of your choice concerning this Arbitration Provision and to be represented by counsel at any stage during the arbitration process. Except as provided in Sections 12.2 and 12.8 of this Arbitration Provision, and/or unless this Arbitration Provision is deemed invalid, unenforceable, or inapplicable, this Arbitration Provision replaces prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. This Arbitration Provision will survive the termination of your relationship with us, and it will continue to apply if your relationship with us is ended but later renewed.