1099 Contractor Worker Agreement

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BEFORE ACCESSING OR PROVIDING THE SERVICES.

PLEASE NOTE: SECTION 27 OF THIS AGREEMENT AFFECTS HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED. IT CONTAINS ARBITRATION PROVISIONS THAT REQUIRE DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND PROHIBIT CLASS ACTION CLAIMS. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THAT ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

This 1099 Independent Contractor Worker Agreement ("Agreement") constitutes a legal agreement between Traba, Inc. (the "Company," "Traba," "We," or "Us") and you ("Contractor," "You," or "Your"), and governs Your use of and access to the Application (as defined below), and establishes the terms and conditions under which You, as an independent contractor, will provide services to customers through the Traba platform.

By accessing and using the Application, or by clicking to accept this Agreement when the option is made available to You, You agree to be bound by this Agreement, which includes the Company's Privacy Policy (located online at https://www.traba.work/privacy-policy), and all other policies, rules, guidelines, terms and conditions established for the Services as set forth therein and otherwise referenced in this Agreement (each a "policy" and collectively, "policies"), which are incorporated herein by reference. This Agreement establishes a contractual relationship between You and the Company.

1. Definitions
a. "Application" means the software application used by the Company in connection with the Services.
b. "Account" means the account created for You in connection with the Application upon registration with the Company through the Application. Contractor must maintain an active Account in order to use the Application.
c. "Customer Engagement" means a Customer Request with which a Contractor has accepted and thus agreed to perform Services in accordance therewith.
d. "Customer Request" means a notice provided, through the Application, to one or more Contractors, which includes a description of the Services to be provided by the Contractors, the time by which the Services must be completed (the "Request Completion Date") and the fees associated with the Services (the "Payment").
e. "Contractor" means a person or entity using the Application, which may include You, who has accepted a Customer Request (thereby becoming a Customer Engagement) and thus agreed to perform Services for a Customer.
f. "Customer" means an independent third-party business that has contracted with Traba to use the Application in order to obtain Services from Contractors.
g. "Open Request" means a Customer Request that has not yet been accepted by a Contractor. Contractors can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Contractor has accepted a Customer Request pursuant to Section 4 below, the Customer Request will become a Customer Engagement. For clarity, Contractors have no obligation to accept any Open Request.
h. "Services" means the services performed by a Contractor for a Customer in connection with a Customer Engagement.

4. Best Efforts
By registering to become a Contractor and accepting an Open Request (such Open Request thereby becoming a Customer Engagement), Contractor agrees to use best efforts to perform the Customer Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. By accepting a Customer Request, Contractor is entering into a binding legal agreement to provide the Services for Customer (and thus becoming a Contractor, as defined above) in exchange for the Payment specified in the Customer Request. Contractor may not accept a Customer Request unless certain that: (1) Contractor understands what is requested for delivery; (2) Contractor can perform the Services identified in the Customer Request; (3) Contractor can deliver the Services in the requested time period; and, if required, Contractor can get to and from the Customer's location. Failure to timely deliver the Services consistent with the Customer's requirements and specifications will constitute a breach, resulting in non-payment. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to the Services will be performed by and only by Contractor or by employees of Contractor. Contractor agrees that Contractor will not (and will not permit others to) violate any agreement with or rights of any third party (including any agreement between Contractor and Customer). Except as expressly authorized by Company in writing, Contractor agrees to not use or disclose at any time any third party's confidential information or intellectual property in connection with the Services or on behalf of Company.

7. Warranties and Other Obligations
Contractor represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) all work under this Agreement shall be Contractor's original work and none of the Services or any other work performed or use of the Application by Contractor will infringe, misappropriate or violate any intellectual property or other right of any person or entity); (iii) Contractor has the full right to allow Contractor to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give Contractor the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Contractor shall comply with all applicable laws and regulations, and any Customer safety rules, policies, and procedures in the course of performing the Services; and (v) if Contractor's work requires a right, consent, permission, or license, Contractor has obtained that right, consent, permission, and/or license and maintained the foregoing in full force and effect. Specifically, Contractor represents and warrants that Contractor is legally authorized to perform services in the United States and that no authorization, visa, or permit required to perform the services has expired or will expire during the term of this Agreement. Contractor shall immediately notify Traba if Contractor is no longer authorized to perform services in the United States.

8. Avoidance of Conflict of Interest
Contractor represents and warrants that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement. Contractor has not brought and will not bring to Company or Customers, or use in the performance of the Services, any materials or documents of another party considered confidential unless Contractor has first obtained written authorization from such party for the possession and use of such materials and has received Company's prior written consent to use such materials. Contractor further represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

9. Other Business Activities
Contractor may be engaged or employed in any other business, trade, profession or other activity while providing Services to Company and Customers, provided Contractor continues to abide by the terms of this Agreement, including Sections 6--8.

10. Termination
This contract may be terminated immediately (A) by one party if the other party breaches a material provision of this Agreement, or (B) by Traba if Contractor violates any law or regulation in connection with Contractor's performance of the Services or use of the Application, or if Contractor engages in conduct that the Company, in its sole discretion, believes in good faith to be detrimental to its business interests. Either party may terminate this Agreement at any time, for any reason, immediately upon notice. Provided the applicable Customer has remitted payment for such completed Services through the Application, Company shall ensure the Application remits such applicable Services Fees (as defined in Section 17(a) below) to Contractor for all unpaid, undisputed amounts due for the Services completed prior to notice of such termination. Sections 6 (subject to the limitations set forth in Section 6(b)), 7, 8, 9, 10, 13, 16, 17, 18, 19, and 21--30 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Contractor.

16. Relationships Between Company, Contractors and the Customers
a. Contractor understands and agrees that by creating and maintaining an Account on the Application, Contractor receives only the ability to use the Application to access Customers interested in receiving and/or having Contractors perform Services for such Customers, as well as related tools such as the ability to message those Customers or schedule appointments.
b. Contractor understands and agrees that, by using the Application, they are customers of Company, and are not Company employees, joint ventures, partners, or agents.
c. Notwithstanding any provision hereof, Contractor is an independent contractor and is not an employee, agent, partner or joint venturer of Company, and shall not bind nor attempt to bind Company to any contract beyond the terms of this Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Company and Contractor or between Contractor and any Customer. As an independent contractor, Contractor is solely responsible for determining which Open Requests Contractor will choose to accept and how, when and where Contractor will provide the Services under this Agreement. Traba reserves the right to publish to Customers information concerning rates and compensation amounts offered or paid by other Customers for work assignments either by industry, or location, or otherwise, and such information may or may not be used by Customers in setting compensation amounts. Traba has no input or involvement in setting the actual compensation or rate of pay for any service offered or accepted through its platform. Contractor shall not be eligible to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs offered by Company. Company shall not provide disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Contractor.
d. Compliance. Contractor shall comply at Contractor's expense with all applicable provisions of workers' compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Contractor will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Contractor's obligations under any provision of this Agreement, for the benefit of the Company and Customers, and Contractor will be responsible for any noncompliance by them. Contractor shall be responsible for and shall indemnify Company against all such taxes or contributions including penalties and interest.
e. Insurance. As an independent contractor, Contractor is solely and exclusively responsible for Contractor's own insurance. Specifically, in the event that Contractor is injured while working in the course and scope of an engagement sourced through the Company, Contractor acknowledges and understands that Contractor will not be covered by any workers compensation insurance coverage that the Company may provide to its employees. Further, in the event that Contractor's actions cause an injury to a third party while Contractor is working in the course and scope of performing an engagement sourced through the Company, Contractor acknowledges and understands that Contractor will not be covered by any general liability or automobile liability insurance coverage that the Company may have, and that the Company is not making any commitment to defend and/or indemnify Contractor in such circumstances, and specifically denies such obligation. All Contractors must have insurance coverage in order to perform Services. Accordingly, a portion of the hourly proceeds ($0.53 per hour worked) from each Customer Engagement will be applied toward coverage under an occupational accident insurance policy ("OAI") made available by the Company. Additionally, a portion of the hourly proceeds ($0.05 per hour worked) from each Customer Engagement will be applied towards membership in the Independent Contractors Benefits Association Inc. (ICBA). By accessing and using the Application, or by clicking to accept this Agreement, d hereby apply for the OAI and membership in the ICBA (both made available by the Company). You certify that You are an independent contractor and agree to support the purpose of the ICBA to educate and assist Association members on issues of importance to independent contractors. You authorize the Company to pay on Your behalf fees for the OAI and ICBA membership dues.
f. Indemnification. Contractor agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless to the extent of any obligation imposed on the Company (i) to pay withholding taxes or similar items or (ii) resulting from Contractor's being determined not to be an independent contractor. Contractor further agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon any breach or alleged breach by Contractor of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

17. Fees and Payment Terms
a. Fees for Services. As between You and each Customer, the amounts due and payable by a Customer for Your Services ("Services Fees") are determined by the Customer.
b. Costs and Taxes. You are solely responsible for all costs incurred by You in using the Application and performing Services and determining, collecting, reporting, and paying all applicable Taxes. As used herein, "Taxes" means the taxes, duties, levies, tariffs, and other governmental charges that a Contractor may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
c. Trust and Safety Fees. We reserve the right to charge fees in connection with our insurance and related liability coverages and requirements ("Trust and Safety Fees"). We further reserve the right to make any changes to such Trust and Safety Fees at our sole discretion. Any institution and/or increase in Trust and Safety Fees will be communicated to You at least fourteen (14) days before it comes into effect.
d. Rewards and Incentives. We may offer You promotional rewards and incentives, including in the form of monetary compensation, gift cards, or other forms of rewards or incentives, in connection with Your use of the Platform ("Rewards"). Rewards are not and will not be deemed compensation for Services or any Customer Engagement. Each offer of a Reward is a privilege granted to You by Traba and as such can be suspended, revoked, or terminated at any time by Traba for any reason or for no reason. In the event of termination of any offered Reward prior to remittance of such Reward to You, all such Rewards will automatically and immediately be forfeited.
e. Transaction Details. The Application allows You to view applicable fees associated with each Customer Engagement (e.g., those which are or may be owed to You) in Your Traba Account through a dashboard interface ("Transaction Details"). You are responsible for monitoring your Transaction Details for accuracy. We may update the information in the Transaction Details at any time based on additional information We receive after the Services applicable to such Customer Engagement is complete.
f. Tax Records and Reporting. Traba reserves the right to report any activity occurring using the Application to relevant tax authorities including the Internal Revenue Service ("IRS") as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements You may have as related to our Application. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Application.
g. Payments and Refunds. Subject to this Agreement, the Application may facilitate payments to, and refunds from, users, including You. In order to use such payment feature, You will have to register a bank account with Your Account, and it is Your responsibility to ensure that all information regarding Your bank account is accurate, complete and up-to-date.
h. Currency. All payments will be in U.S. dollars.
i. Chargebacks and Payment Holdback. We reserve the right to offset future payments to You ("Payment Holdbacks") in certain cases including without limitation: (A) where Your Account is subject to excessive chargebacks resulting in additional costs or fees from the Payment Processor; (B) where the Payment Processor withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or (C) in certain cases where We decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to You if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify You that you are subject to a Payment Holdback and We may require that You provide supporting documentation or information related to the relevant payment(s) and corresponding Job(s). If You do not provide such supporting evidence within the requested timeframe, We reserve the right to refund the payment and transfer available funds from Your wallet to Your identified bank account or otherwise take any action We feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the credit card network rules, as well as any applicable law.
j. Failure to Process Payments, Refunds or Chargebacks. You are solely responsible for the information You provide in connection with payments and refunds processed via the Application. We will not be liable for failure to complete any payment or refund from or to Your Account if You provide inaccurate or incomplete information regarding the payment or refund. Subject to applicable law, We reserve the right to send any delinquent, past due, or any other Account that is in default to collections agencies to recover such past due amount.

18. Third Party Payment Processing Services
Payment processing services for Contractor are provided by a third party provider. As a condition of Company enabling payment processing services through such provider, Contractor agrees to provide Company accurate and complete information about Contractor, and Contractor authorizes Company to share it and transaction information related to Contractor's use of the payment processing services provided by the provider. The Company utilizes Stripe payment services to deliver payments to Contractor. Such payment services are subject to the Stripe Terms of Service and the Stripe Privacy Policy. Contractor shall be solely responsible for payment of Contractor's employees, if any, who may provide Services under this Agreement.

19. Relationship with Customers
You acknowledge and agree that Your provision of Services to a Customer creates a direct business relationship between You and the Customer. The Company is not responsible or liable for the actions or inactions of any Customer in relation to You or your activities. You are responsible for any obligations or liabilities to Customers that may arise from Your provision of Services, and You agree to indemnify the Company and/or any of their respective subsidiaries and affiliates and the directors, officers, employees, and agents thereof for any liability that they may incur, individually or collectively, as a result of any action or omission by You in the performance of Services. You acknowledge and agree that You are solely responsible for taking such precautions as may be reasonable and proper to mitigate such risks.

21. Indemnification
Contractor agrees to defend, indemnify and hold harmless Company and its affiliates, and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, attorneys' fees or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Contractor's acts or omissions; (b) Contractor's breach of any representation, warranty or obligation under this Agreement, (c) Your provision of Services, (d) Your use of the Application, and any content You post on the application, and (e) Your negligence, willful misconduct, or violation of applicable laws or regulations. To the extent allowed by law, Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Contractor.

22. Limitations of Liability
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TRABA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE APPLICATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRABA OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL TRABA'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE APPLICATION EXCEED FIVE HUNDRED DOLLARS ($500).
c. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRABA AND YOU.

24. Disputes with Customers
Traba is not a party to any relationship between You and any Customer, or in the delivery or completion of Services. In the event that You have a dispute with any Customer, You agree to address such dispute directly with the Customer. You release Traba (and Traba's officers, directors, agents, investors, subsidiaries, and employees) (collectively "Releasees") from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

25. Assignment
This Agreement and the Services contemplated hereunder are personal to Contractor and Contractor shall not have the right or ability to assign, transfer or subcontract any rights or delegate any obligations or duties under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully and freely assign and transfer this Agreement and/or delegate its obligations or duties hereunder, in whole or in part.

26. Notice
All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.

27. Arbitration and Equitable Relief
The Company and Contractor mutually agree to resolve any legal disputes, past, present or future, between them, or between Contractor and any of Company's employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding individual arbitration instead of a court or jury trial, and not in a class, collective, representative, or consolidated action or proceeding. The parties agree that this arbitration agreement arises under and is governed by the U.S. Federal Arbitration Act (9 U.S.C. §§ 1--16), or if not applicable, the laws of the State of Florida. Except as specifically provided below with respect to the Class, Collective and Representative Action waiver, this arbitration agreement shall apply to any and all claims arising out of or relating to this Agreement (including without limitation the scope, enforceability, validity, or conscionability of this arbitration agreement itself), the Contractor's classification as an independent contractor, Contractor's use of the Application, Contractor's provision of Services, the payments received by Contractor for providing Services, the termination of this Agreement, and all other aspects of the Contractor's relationship with Company.
Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by an Act of Congress are excluded from the coverage of this Agreement.
(a) If either party initiates arbitration, the initiating party must notify JAMS and the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period for the claim or claims asserted, and in accordance with JAMS Rules. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any Notice to Traba of a demand to arbitrate should be sent to, 483 Broadway Fl 2 New York, NY 10013 Attention: Legal ("Notice Address"). JAMS provides a form Demand for Arbitration at Contact Portal - Case Submission (jamsadr.com).
(b) Class Action Waiver. Company and Contractor mutually agree that by entering into this agreement to arbitrate, Company and Contractor each waive their right to have any dispute or claim brought, heard or arbitrated as a class, collective, or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective, or representative action ("Class Action Waiver"). Notwithstanding any other clause contained in this Agreement or the JAMS Rules, any claim in court that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, and/or representative action to that extent must be litigated in a court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) In addition to the Class Action Waiver, neither the court nor arbitrator shall order any arbitration between Company and Contractor to be arbitrated collectively, or to be consolidated or joined with any other arbitration, whether for convenience, judicial economy or any other reason, absent written agreement of both the Company and Contractor.
(d) Contractor agrees and acknowledges that entering into this arbitration agreement does not change Contractor's status as an independent contractor in fact and in law, and that Contractor is not an employee of Company or Company's Customers, and that any disputes in this regard shall be subject to arbitration as provided in this arbitration agreement.
(e) Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules where agreed upon by both parties) ("JAMS Rules"), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the JAMS Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute or a retired judge. (2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Miami, Florida. (3) Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and the Company won't seek to recover the administration and arbitrator fees We are responsible for paying, unless the arbitrator finds Your dispute frivolous. If the Company prevails in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from You. If You prevail in arbitration, You will be entitled to an award of attorneys' fees and expenses to the extent such fees and expenses are recoverable under applicable law. (4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. (5) Except as provided in the Class Action Waiver, and the prohibition of consolidation of proceedings set forth in section 27(c) above, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state, federal or local law, as may be applicable. (6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable substantive law and the federal rules of civil procedure governing such motions. (7) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator's decision or award in any court having jurisdiction. (8) A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
(f) This Agreement does not prevent a Contractor from filing unfair labor practice charges with the National Labor Relations Board (www.nlrb.gov) for US-based Contractors. Nothing in this Agreement prevents a Contractor from making a report to or filing a claim or charge with a government agency, including without limitation 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. Nothing in this Agreement prevents the investigation by a government agency of any such report, claim or charge.
(g) The JAMS Rules may be found at https://www.jamsadr.com/rules-comprehensive-arbitration/ or by searching for "JAMS Comprehensive Arbitration Rules" using a service such as www.google.com.
(h) In all cases where required by law, the Company will pay the Arbitrator's and arbitration fees. If under applicable law the Company is not required to pay all the Arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the Arbitrator. Where the Company is responsible for payment of the arbitration fees, said fees shall be paid within 45 days of notice of payment due received by the Company, which time period may be extended as a result of mistake, inadvertence, or excusable neglect. Should the law of any state provide for a waiver of the right to arbitration by failure to remit filing or arbitration fees within any particular period of time, both You and the Company agree that the terms of payment as set forth in this Agreement shall control and that any such waiver provision shall be inapplicable and the matter will remain in arbitration consistent with the terms of this Agreement.
(i) Except as claims pending as of the date this Agreement is executed, this Agreement replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Agreement. If there is a conflict between this Agreement and any other agreement between Contractor and the Company, regarding any issue related to arbitration, this Agreement shall govern.
(j) This arbitration agreement may be acknowledged and agreed to electronically, and its validity shall not be affected thereby. A copy of this agreement may be used in lieu of an original for any purpose.
(k) Notwithstanding anything to the contrary herein, if Traba changes any of the terms of this Section 27 after the date You first accepted this Agreement (or accepted any subsequent changes to this Agreement), You may reject any such change by sending Us written notice within thirty (30) days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Traba's email to You notifying You of such change. By rejecting any change, You are agreeing that You will arbitrate any dispute between You and Traba in accordance with the terms of this Section 27 as of the date You most recently accepted this Agreement.

28. Miscellaneous
(a) Any breach of Section 5 or 6 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies.
(b) The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
(c) No changes or modifications or waivers to this Agreement will be effective unless in writing
(d) In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
(e) This Agreement to Arbitrate shall be governed by the FAA and the remainder of the Agreement in accordance with the laws of the State of Florida without regard to the conflicts of laws provisions thereof.
(f) Should the law of any state provide for a waiver of the right to arbitration by failure to remit filing or arbitration fees within any particular period of time, You and the Company agree that such waiver provision shall be inapplicable and that the matter will remain in arbitration consistent with the terms of this Agreement.
(g) In the event either You or the Company files a motion to compel arbitration under this Agreement and said motion is for any reason denied by the court, You and the Company agree to a stay of all proceedings in the trial court pending any appeal of such order.
(h) Paragraph titles are provided for reference purposes only, and do not affect the substantive provisions of this Agreement.

29. Defend Trade Secrets Act of 2016; Other Notices
Contractor understands that pursuant to the federal Defend Trade Secrets Act of 2016, Contractor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Contractor further understands that nothing contained in this Agreement limits Contractor's ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company.

30. Entire Agreement
This Agreement, the Exhibits hereto and the Platform Terms of Use constitute the entire agreement between the parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof. Contractor represents and warrants that Contractor is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.