SQUABBLER AND SQUABBLEE USER AGREEMENT WITH SQUABBLE

SQUABBLE INTERNATIONAL, INC. U.S. TERMS OF USE
Effective: April 16, 2019


1. Contractual Relationship

These Terms of Use (“Terms”) govern your access or use, from within the United States and its territories and possessions, of the applications, websites, content, products, and services (the “Services,” as more fully defined below in Section 3) made available in the United States and its territories and possessions by Squabble, International, Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Squabble”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SQUABBLE. In these Terms, the words “including” and “include” mean “including, but not limited to.”
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Squabble may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SQUABBLE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.


Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate region-specific disclosures (e.g., a particular city webpage on squabbleapp.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.


Squabble may amend the Terms from time to time. Amendments will be effective upon Squabble’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If Squabble changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Squabble written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either
(a) by mail or hand delivery to our registered agent for service of process, c/o Squabble, International, Inc. (the name and current contact information for the registered agent in each state are available online at the Delaware Secretary of State website), or
(b) by email from the email address associated with your Account to: info@Squabbleapp.com.


In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).
Squabble’s collection and use of personal information in connection with the Services is described in Squabble’s Privacy Statements located at www.squabbleapp.com/legal.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Squabble on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Squabble, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Squabble by someone else.


Agreement to Binding Arbitration Between You and Squabble:
You and Squabble agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Squabble, and not in a court of law.
You acknowledge and agree that you and Squabble are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Squabble otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Squabble each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.


Rules and Governing Law:
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrary issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.


Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.
Process.


A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either
(1) a retired judge or
(2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.


If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
Location and Procedure.


Unless you and Squabble otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Squabble submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.


Arbitrator’s Decision:
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Squabble will not seek, and hereby waives all rights Squabble may have under applicable law to recover, attorneys’ fees and expenses if Squabble prevails in arbitration.


Fees:
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Squabble will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).


Changes:
Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Squabble changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Squabble written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Squabble USA, International, Inc. (the name and current contact information for the registered agent in each state are available online on the Delaware Secretary of State website, or (b) by email from the email address associated with your Account to: info@squabbleapp.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Squabble in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).


Severability and Survival:
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason,
(1) the unenforceable or unlawful provision shall be severed from these Terms;
(2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and
(3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration.

3. The Services

The Services comprise mobile applications and related services (each, an “Application”), which enable users to resolve legal disputes, including with third party providers under agreement with Squabble or certain of Squabble’s affiliates (“Third Party Providers”). Unless otherwise agreed by Squabble in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN DISPUTE RESOLUTION SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH SQUABBLE AS A PROVIDER OF DISPUTE RESOLUTION SERVICES OR AS AN ATTORNEY OR MEDIATOR.


License:
Subject to your compliance with these Terms, Squabble grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to:
(i) access and use the Applications on your personal device solely in connection with your use of the Services; and
(ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use.
Any rights not expressly granted herein are reserved by Squabble and Squabble’s licensors.


Restrictions:
You may not:
(i) remove any copyright, trademark or other proprietary notices from any portion of the Services;
(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Squabble;
(iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
(iv) link to, mirror or frame any portion of the Services;
(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
(vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Provision of the Services.
You acknowledge that portions of the Services may be made available under Squabble’s various brands or request options associated with dispute resolution. You also acknowledge that the Services may be made available under such brands or request options by or in connection with:
(i) certain of Squabble’s subsidiaries and affiliates; or
(ii) independent Third-Party Providers.


Third Party Services and Content:
The Services may be made available or accessed in connection with third party services and content (including advertising) that Squabble does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Squabble does not endorse such third-party services and content and in no event shall Squabble be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.


Ownership:
The Services and all rights therein are and shall remain Squabble’s property or the property of Squabble’s licensors. Neither these Terms nor your use of the Services conveys or grants to you any rights:
(i) in or related to the Services except for the limited license granted above; or
(ii) to use or reference in any manner Squabble’s company names, logos, product and service names, trademarks or services marks or those of Squabble’s licensors.

4. Access and Use of the Services

User Accounts:
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to Squabble certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Squabble. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Squabble in writing, you may only possess one Account.


User Requirements and Conduct:
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive dispute resolution or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no unauthorized practice of law). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third-Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.


Text Messaging and Telephone Calls:
You agree that Squabble may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with a Squabble account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from Squabble at any time, either by texting the word “STOP” to 85376 using the mobile device that is receiving the messages, or by contacting info@squabbleapp.com. If you do not choose to opt out, Squabble may contact you as outlined in its User Privacy Statement, located at www.squabbleapp.com/legal.


Referrals and Promotional Codes:
Squabble may, in its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for discounts on future Services and/or a Third Party Provider’s services, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Squabble establishes. You agree that Promo Codes:
(i) must be used for the intended audience and purpose, and in a lawful manner;
(ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Squabble;
(iii) may be disabled by Squabble at any time for any reason without liability to Squabble;
(iv) may only be used pursuant to the specific terms that Squabble establishes for such Promo Code;
(v) are not valid for cash; and
(vi) may expire prior to your use. Squabble reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that Squabble determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Squabble’s Terms.


User Provided Content:
As part of the Services, Squabble requires the uploading of all pertinent information regarding your dispute. As well, Squabble may, in Squabble’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Squabble through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Squabble, you grant Squabble a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Squabble’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.


You represent and warrant that:
(i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Squabble the license to the User Content as set forth above; and
(ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Squabble’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Squabble in its sole discretion, whether or not such material may be protected by law. Squabble may, but shall not be obligated to, review, monitor, or remove User Content, at Squabble’s sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices.


You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Squabble does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). Squabble will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee, municipal tolls, airport surcharges or processing fees for split payments. Please visit www.squabbleapp.com for further information on your particular location.
All Charges and payments will be enabled by Squabble using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Squabble may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Squabble.


As between you and Squabble, Squabble reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Squabble’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Squabble will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Squabble may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third-Party Provider’s behalf. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. Squabble may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third-Party Providers or other third parties.


In certain cases, with respect to Third Party Providers, Charges you incur will be owed directly to Third Party Providers, and Squabble will collect payment of those charges from you, on the Third Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third Party Provider. In such cases, you retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods, and Charges you incur will be owed to the Third Party Provider. Squabble will respond accordingly to any request from a Third-Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third-Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services. In all other cases, Charges you incur will be owed and paid directly to Squabble or its affiliates, where Squabble is solely liable for any obligations to Third Party Providers. In such cases, you retain the right to request lower Charges from Squabble for services or goods received by you from a Third Party Provider at the time you receive such services or goods, and Squabble will respond accordingly to any request from you to modify the Charges for a particular service or good. Except with respect to taxicab dispute resolution services requested through the Application, Squabble does not designate any portion of your payment as a tip or gratuity to a Third-Party Provider. Any representation by Squabble (on Squabble’s website, in the Application, or in Squabble’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Squabble provides any additional amounts, beyond those described above, to a Third Party Provider you may use. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third-Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary.


SHOULD THE PARTIES RESOLVE THIS DISPUTE OR ANY DISPUTE THAT ARISES OUT OF THE SAME TRANSACTION OR OCCURRENCE OF THIS DISPUTE THROUGH ANY MEANS OTHER THAN THE SQUABBLE PLATFORM, SQUABBLE SHALL BE ENTITLED TO PLACE A LIEN ON 20% (TWENTY PERCENT) OF THAT SETTLEMENT AMOUNT, FULLY PAYABLE WITHIN A PERIOD NOT GREATER THAN TWENTY FOUR (24) MONTHS FROM THE DATE SUCH DISPUTE IS SETTLED.

6. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER:
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SQUABBLE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SQUABBLE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SQUABBLE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.


SQUABBLE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF SQUABBLE, EVEN IF SQUABBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SQUABBLE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF:
(i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR
(ii) (\ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF SQUABBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SQUABBLE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SQUABBLE’S REASONABLE


THE SERVICES MAY BE USED BY YOU TO REQUEST DISPUTE RESOLUTION SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SQUABBLE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DISPUTE RESOLUTION SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SQUABBLE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON SQUABBLE’S CHOICE OF LAW PROVISION SET FORTH BELOW.


Indemnity:
You agree to indemnify and hold Squabble and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with:
(i) your use of the Services or services or goods obtained through your use of the Services;
(ii) your breach or violation of any of these Terms;
(iii) Squabble’s use of your User Content; or
(iv) your violation of the rights of any third party, including Third Party Providers.

7. Other Provisions

Choice of Law:
These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of California law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.


Claims of Copyright Infringement:
Claims of copyright infringement should be sent to Squabble’s designated agent. Please visit Squabble’s web page at www.squabbleapp.com/legal for the designated address and additional information.


Notice:
Squabble may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Squabble, with such notice deemed given when received by Squabble, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Squabble International, Inc. The name and current contact information for the registered agent in each state are available online at squabbleapp.com/legal.


General:
You may not assign these Terms without Squabble’s prior written approval. Squabble may assign these Terms without your consent to:
(i) a subsidiary or affiliate;
(ii) an acquirer of Squabble’s equity, business or assets; or
(iii) a successor by merger.
Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Squabble or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Squabble’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Squabble in writing. This provision shall not affect the Severability and Survivability section of the Arbitration.

Agreement of these Terms:

SQUABBLE, International, Inc. MEDIATION, CONFIDENTIALITY AND CONFLICT OF INTEREST WAIVER AGREEMENT

The undersigned hereby agree to mediate a dispute regarding their small claims dispute. The parties have agreed to use Squabble to have a neutral mediator assist the parties regarding the issues in dispute. The Certified Squabble Mediator (referred to as “CSM”), ____________________________________ (referred to as “Squabbler”), and ____________________________________ (referred to as “Squabblee”) enter into this Small Claims Mediation Agreement (this “Agreement”) to resolve matters relating to the parties dispute through mediation. The issues may include, without limitation, the following: a. Liability; b. Damages; c. Possession and/or ownership of property; and d. Debts.

1) CONFIDENTIALITY The parties understand and agree that the mediation is privileged and confidential, and that all communications between them and the CSM, and all documents prepared for and in the course of the mediation, if any, are privileged and confidential and may not be introduced into evidence in any civil proceeding between the parties. The parties further understand and agree that the CSM may not testify regarding such communications or documents, unless all participants in the mediation expressly consent in writing. In that event, the party calling the CSM as a witness shall pay the CSM his normal hourly rate to serve as a witness, including preparation and travel time. The parties understand and agree that any agreement reached in mediation will not be binding until each party has had an opportunity to consider it carefully and to obtain independent legal advice about the implications of the agreement. Once signed by the parties, after time for consideration and review, any such agreement may be admissible and binding if the agreement so states. The Squabble CSM assigned to this Squabble has not previously been privy to any information regarding the dispute and thus is a wholly independent, third party neutral who will assess the case entirely on its merits and in accordance with strict internal Squabble ethical guidelines. Squabble CSMs receive both parties’ information and evidence simultaneously and communicate with each party simultaneously. The communication Squabble CSMs have with the Squabbler prior to the initiation of a Squabble is the same of that of an ordinary civil mediator – the Squabbler seeks to understand the dispute from the Squabbler’s perspective and his or her willingness to settle and on what terms. After the Squabblee has responded, the CSM will do the same in his or her communications with the Squabblee

FURTHER, AS A REQUIREMENT OF PROVIDING A PLATFORM FOR DISPUTING PARTIES TO RESOLVE THE DISPUTE WITH A CSM OR ENABLE A SQUABBLER TO FILE THE SUIT WITH THE SMALL CLAIMS COURT IN HIS OR HER JURISDICTION, SQUABBLE MUST SHARE ACCOUNT CREATION MATERIAL (PERSONAL INFORMATION OF THE SQUABBLING PARTIES) WITH ITS E-FILE PARTNER ONELEGAL International, Inc.. ASSENT TO THIS AGREEMENT IS ASSENT TO THE SHARING OF SUCH INFORMATION WITH SQUABBLE’S STRATEGIC CORPORATE PARTNERS.

2) DISCLOSURE Both parties agree to make a complete and accurate disclosure of all information that may affect the settlement process. Squabbler and Squabblee each agree to disclose to each other and to the CSM all relevant facts regarding the dispute whether or not and to provide appropriate documentation to demonstrate the accuracy of such information. Furthermore, Squabbler and Squabblee acknowledge that in order to reach an agreement regarding their dispute, it may become necessary to secure the services of an expert to determine a particular issue.

3) LEGAL REPRESENTATION Squabbler and Squabblee understand that they may be advised by their separate attorneys at any time during the mediation process. Squabbler and Squabblee further understand that SQUABBLE, International, Inc., does not represent either party individually, and both parties are advised to seek independent legal counsel should they desire.

4) LIMITATION OF LIABILITY

ALTHOUGH CSM IS AN ATTORNEY, LAW STUDENT, OR OTHER PROFESSIONAL AND CERTIFIED AND TRAINED CSM, SQUABBLER AND SQUABBLEE ACCEPT THAT CSM WILL NOT ACT AS THE LEGAL COUNSEL FOR EITHER SQUABBLER OR SQUABBLEE OR BOTH AND WILL NOT PROVIDE OR BE CONSIDERED TO HAVE PROVIDED LEGAL ADVICE TO EITHER SQUABBLER OR SQUABBLEE OR BOTH REGARDING ANY MATTER THAT IS RELATED TO THE SUBJECT OF THE MEDIATION. SQUABBLER AND SQUABBLEE ACKNOWLEDGE THAT CSM MAY PROVIDE BACKGROUND INFORMATION REGARDING THE SUBJECT OF THE MEDIATION BUT THAT SUCH INFORMATION IS INTENDED SOLELY TO HELP SQUABBLER AND SQUABBLEE UNDERSTAND THEIR LEGAL POSITION AND IS NOT INTENDED TO BE A COMPLETE EXPLANATION OF THEIR LEGAL RIGHTS OR OPTIONS. FURTHERMORE, SQUABBLER AND SQUABBLEE UNDERSTAND THAT THEIR INTERESTS AND OBJECTIVES MAY BE INCONSISTENT WITH THE INTERESTS AND OBJECTIVES OF THE OTHER. EACH PARTY HEREBY WAIVES ANY CONFLICT OF INTEREST THAT MAY RESULT OR APPEAR TO RESULT FROM THE INFORMATION PROVIDED BY THE CSM. SQUABBLER AND SQUABBLEE EACH AGREE THAT THEY ACCEPT SOLE RESPONSIBILITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, TAX COUNSEL, OR OTHER PERSON OF APPROPRIATE EXPERTISE BEFORE RELYING ON ANY INFORMATION PROVIDED BY THE CSM. SQUABBLER AND SQUABBLEE UNDERSTAND AND AGREE THAT SQUABBLE, INTERNATIONAL, INC., DOES NOT RECEIVE CASE NOTICES FROM THE COURT (SUCH AS NOTICES TO APPEAR FOR A STATUS CONFERENCE) AND THEREFORE, THE CSM AND SQUABBLE, INTERNATIONAL, INC., ARE NOT LIABLE FOR COURT ACTIONS, INCLUDING CASE DISMISSAL. SQUABBLER AND SQUABBLEE AGREE TO IMMEDIATELY FORWARD TO SQUABBLE, INTERNATIONAL INC. ANY COURT NOTICES SENT DIRECTLY TO THEM BY THE COURT

5) NO GUARANTEE OF RESOLUTION; TERMINATION

Squabbler and Squabblee acknowledge that, although SQUABBLE, International, Inc. and CSM will use their best efforts to help Squabbler and Squabblee resolve the issues surrounding the dispute through the mediation process, SQUABBLE, International, Inc. cannot guarantee that an acceptable final resolution will occur. Either party or the CSM can elect to terminate the process at any time. In the event that any party to this agreement believes that continuing to participate in the mediation process is not in the best interest of Squabbler and/or Squabblee, SQUABBLE, International, Inc. or the CSM may terminate the mediation process. Further, we acknowledge, understand and agree that SQUABBLE, International, Inc. and CSM will use its best efforts to ensure that the online mediation session or sessions are not interrupted by technological difficulties; however, both parties agree that if such technological difficulties occur SQUABBLE, International, Inc. and CSM shall not be liable for any resulting loss.

6) SEVERABILITY AND OTHER PROVISIONS If any provision of this Agreement or the application of it to any party or circumstance is held to be invalid, the remainder of this Agreement and the application of such provision to other parties or circumstance shall not be affected thereby since the provisions of this Agreement are to be deemed severable in any such instance. The Parties agree to initiate mediation or arbitration prior to litigating any dispute arising from this Agreement. If either party commences litigation for the judicial interpretation, reformation, enforcement or rescission of this Agreement, the prevailing party will be entitled to a judgment against the other for an amount of reasonable attorneys’ fees and court and other costs incurred by the prevailing party and arising out of the litigation.

7) ACKNOWLEDGMENT RE: CONFLICT OF INTEREST

Because Squabble is serving as a service by which parties can locate a neutral mediator, Squabble as an entity nor Squabble CSMs do not represent either of you as your attorney. As a result, matters that one of you might discuss with us would not be protected by the attorney-client privilege from disclosure to the other. Should a lawyer be mediating this dispute, the Rules of Professional Conduct prohibit him or her from agreeing with either of you to withhold information from the other we would otherwise have had a duty to disclose. Should a non-lawyer professional be mediating this dispute, Squabble International, Inc.’s internal policy prohibits him or her from agreeing with either of you to withhold information from the other. Also, each of you is entitled to full privacy and confidentiality from the other with respect to your statements regarding the facts and issues involved in the dissolution of your marriage. Each party to this dispute is waiving that right of privacy and confidentiality. If the two of you have a difference of opinion about any issue involved in your dispute, a CSM can point out the pros and cons of such different opinions but cannot advise you on your course of action. A CSM WILL NOT ADVOCATE ONE OF YOUR POSITIONS OVER THE OTHER IN THIS MEDIATION.

Privilege:
To the extent that a lawyer mediates this dispute, anything either the Squabbler or the Squabblee discusses with the CSM is privileged from disclosure to third parties in a litigated matter. If a later dispute arises between the two of you, what the lawyer CSM learned during our representation of you is not privileged vis-à-vis that dispute. Such rules do not apply to non-lawyer CSMs, yet internal Squabble International, Inc. protocols requires confidentiality and utilizes strict disciplinary measures to enforce CSM confidentiality for both lawyer and non-lawyer CSMs.

Withdrawal as CSM:
If conflicts do arise between the two of you of such nature that it is important in the CSM’s judgment to perform the CSM’s obligation to each of you, the CSM may determine that he or she must withdraw as your CSM, and a new CSM will be appointed.

Advisement to Engage Independent Counsel:
Unless you advise otherwise, the CSM will proceed and mediate the dispute. You retain the right to hire independent counsel to review your matter, any agreements reached in this case, as well as any written documents before signing any agreements or papers in this matter. If it is your intent to proceed as we have outlined herein, please sign below.

ENDORSEMENT

I have read the above statement and understand its contents. I consent to having the CSM mediate this dispute on the terms and conditions set forth above consent to the appointment of the CSM, as facilitated by SQUABBLE, International, Inc., as a neutral mediator in this matter. We understand the discussion of conflicts of interest in the letter and waive any potential conflict of interest. We agree that there shall be no confidential information between the two of us with respect to information either of us provides to SQUABBLE, International, Inc. We acknowledge that we have been advised to seek independent counsel concerning this matter.

SIMULTANEOUS ASSENT TO E-FILER TYLER TERMS AND CONDITIONS.

By assenting to the Squabble License Agreement, you also agree to the terms of service of underlying filer like Tyler.

Terms and Conditions

Odyssey Guide & File Usage Agreement
This Agreement governs Your access to and use of the Squabble application through the Tyler International Internet Site. Your use of the Tyler International Site and/or other Tyler products is conditioned upon Your acceptance of this Agreement. By clicking on the “I Accept” button or similar button, You are agreeing to be legally bound by all of the terms and conditions of this Agreement. If You are acting as an employee, You agree that this Agreement will bind Your employer and that You are authorized to do so. As used in this Agreement, “You” or “Your” includes You and Your employer.

Section
1. Definitions Section
2. License; Restrictions on Use Section
3. Access to the Tyler Internet Site Section
4. Limitations on Use Section
5. Representations and Warranties
6. Fee Schedule
7. Proprietary Rights
8. Disclaimers and Limitations
9. Your Warranties and Indemnification
10. Limitations of Liability
11. Mediation
12. Miscellaneous

Section 1. Definitions
The following terms have the following meanings in this Agreement:
” User” means any of Your employees, agents, independent contractors or consultants who agree to be bound by the terms and conditions of this Agreement and who are authorized or otherwise designated or permitted by You to access and use the Tyler Services pursuant to the License. Staff of the Oregon Judicial Branch are authorized users under separate agreement with Tyler and this Agreement shall not be applicable to Oregon Judicial Branch staff.
“E-Document” refers to any document or discrete compilation of text and/or graphical information in electronic form suitable for submission into the Odyssey File & Serve program.
“Enhancement” means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by Tyler International for the Tyler Services.
“Fee Schedule” means Tyler’s current Fee Schedule for use of the Tyler Services, as may be altered or amended from time to time by Tyler.
“Information” means the records, data, databases, documents, materials, and other information accessible through the Tyler Services.
“License” means the limited license granted to You under this Agreement.
“Proprietary Rights” means any patent, copyright, trademark, service mark, trade secret or other intellectual property right.
“Third Party Content” means any content, records, data, documents, materials, or other information supplied to Tyler pursuant to an agreement with a third party for inclusion as part of, or for use with, the Tyler Services.
“Tyler” means Tyler International, Inc. and its operating units and divisions.
“Tyler Internet Site” means the Tyler Web sites (and all Enhancements thereto) located at https://oregon.tylerhost.net with such other Web sites owned or maintained by Tyler and its affiliates from time to time.
“Tyler Services” means, collectively, Tyler’s Application and any related services made available to You and any User from Tyler from time to time.
“Tyler Technology” means any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, user manuals, on-line documentation, products or other technology and materials of any kind, or any Enhancement thereto, used by Tyler in connection with the performance of the Tyler Services or made available by Tyler to You, any User or any third party through the Tyler Internet Site.
“Unauthorized Use” means any use, reproduction, distribution, disposition, possession, disclosure or other activity, including, without limitation, any bulk reselling involving any aspect of the Tyler Services, the Tyler Internet Site or Information that is not expressly authorized under this Agreement or otherwise in writing by Tyler.
“User Identification” means the unique user identification name and password issued or otherwise assigned to each User for access to and use of the Tyler Services.

Section 2. License; Restrictions on Use
2.1 License. Subject to the restrictions and limitations set forth in this Section 2 and elsewhere in this Agreement, Tyler hereby grants to You a nonexclusive, nontransferable, limited license to do the following during the term of this License: (a) enable Your Users to access and use the Tyler Services subject and according to the terms of this Agreement solely for Your internal use in the regular course of Your business; (b) subject to any applicable third party rights or restrictions of law, reproduce the Information for use in connection with the rights granted under (a) above and provide the Information to Your customers and clients and third parties in the regular course of Your business, provided that such Information is provided as an incidental part of, and ancillary to, the other services You provide Your clients or customers, or the regular course of Your business.


2.2 General Restrictions and Limitations. Paragraph 2.1 sets forth the entirety of Your right to access and use the Tyler Services. The License does not include the right to, and You will not directly or indirectly (a) enable any person or entity other than Users to access and use the Tyler Services; (b) modify or create any derivative work based upon any Tyler Technology; without prior permission, Information in which anyone else may have an ownership or protected interest; or Third Party Content; (c) except as necessary to conduct Your regular course of business, engage in, permit or suffer to continue any bulk copying or bulk distribution of the Information or store the Information in a searchable database accessible to third parties, excluding You, Your clients and Your agents; (d) grant any sublicense or other rights under the License; (e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Tyler Technology; (f) remove, obscure or alter any Proprietary Rights notice related to the Tyler Internet Site, the Tyler Services, the Tyler Technology or any Third Party Content; or (g) engage in, permit or suffer to continue any Unauthorized Use by any person or entity within Your control. You will ensure, through proper instructions and enforcement actions, that all access to and use of the Tyler Services and the Information obtained by You, or otherwise through Your facilities, equipment, identifiers or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, court orders or Tyler’s policies. Without limiting the foregoing, to the extent that Information is transmitted to the Oregon Judicial Branch or third parties through the Squabble application, Your and Your Users access to and use of the Information shall comply with all applicable Oregon Statutes and Oregon Judicial Branch court rules and orders, including, without limitation, the Rules of Public Access to Records of the Judicial Branch, and applicable rules of procedure, including but not limited to the Uniform Trial Court Rules (UTCRs), in particular Chapter 21.


2.3 No Attorney-Client Relationship. The Tyler Services do not constitute or contain legal advice, nor are they intended to by Tyler. Tyler is not engaged in the practice of law or in providing legal services. Use of the Tyler Services may require the application of professional expertise and judgment, for which You should consult a competent attorney licensed to practice in the appropriate jurisdiction.


2.4 Third Party Content, Software and Services. The License as it relates to any Third-Party Content, software or services is further subject to any restrictions and limitations specified in the terms and conditions displayed with or referenced in any such Third-Party Content, software or services. Tyler’s agreements with such third parties may require Tyler to deny or otherwise restrict Your access to certain Third-Party Content, software or services available through the Tyler Services. You will comply with all such restrictions upon reasonable notice. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS IMPOSED BY THIRD PARTIES, THE THIRD-PARTY TERMS AND CONDITIONS WILL APPLY.

Section 3. Access to the Tyler Internet Site
3.1 Equipment, Services and Facilities. You are solely responsible for providing, installing and maintaining at Your own expense all equipment, facilities and services necessary to access and use the Tyler Services, including, without limitation, all computer hardware and software, modems, printers, telephone service and Internet access.


3.2 Password. Each User will be issued or otherwise assigned User Identification to access and use the Tyler Services. You are solely responsible for tracking the User Identifications to specific Users and for ensuring the security and confidentiality of all User Identifications. You acknowledge that You are fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification will be deemed to have been performed by You. You will immediately notify Tyler of any unauthorized use of any User Identification or any other breach of security known to You. Use of any User Identification other than as provided in this Agreement will be considered a breach of this Agreement by You.


3.3 Hours of Operation; Scope of Tyler Services. Tyler reserves the right at any time and without prior notice to You to change the Tyler Services’ hours of operation or to limit Your access to the Tyler Services in order to perform repairs, make modifications or as a result of circumstances beyond Tyler’s reasonable control. Tyler may add or withdraw products or services to or from the Tyler Services from time to time. You acknowledge that Tyler has no obligation to maintain or provide any Enhancements to the Tyler Services.


3.4 Privacy Statement. Tyler believes strongly in protecting user privacy and providing You with notice of Tyler’s collection and use of data, including personal identifying information, collected on the Tyler Internet Site. Please refer to the Tyler Privacy Statement for information regarding how Tyler uses and collects information, available at: http://www.tylertech.com/privacy.

Section 4. Limitations on Use
4.1 Individual Access. Only one individual may log-in to the Tyler Internet Site at the same time using the User Identification assigned, unless we permit otherwise.


4.2 Intellectual Property. The Odyssey File & Serve program is the property of Tyler and is protected by applicable intellectual property laws.

Section 5. Representations and Warranties.

5.1 Security. Tyler shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality and integrity of the data or documents submitted by you through the Tyler system, and the computing, processing and storage devices used to process, maintain, store, and transmit Confidential information. At a minimum, Tyler shall remain compliant with PCI security standards, and shall additionally obtain SSAE16 Type II certification and thereafter remain compliant with the same or equivalent. Tyler shall not use data or documents submitted through the Tyler system for any purpose other than performance of this Agreement and will not disclose, disseminate, transmit, publish, distribute, make available, or otherwise convey any such information to any third party without the Court’s consent, except as may be required by law, regulation, judicial or administrative process or as may be required pursuant to the State of Oregon Electronic Filing Agreement.


5.2 You agree that, except as specifically set for herein, Your access to and use of the Odyssey File & Serve program and the content available through the Odyssey File & Serve programs is on an “as-is” basis, and Tyler does not make any representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability or fitness for a particular purpose.

Section 6. Fee Schedule
6.1 Fees. You will pay Tyler the fees, charges and other amounts for the License and the Tyler Services at the rates specified in the current Fee Schedules at the date of Your or Your Users’ use of the Tyler Services. You are ultimately and fully responsible for payment to Tyler of all fees, charges and other amounts (including, without limitation, any statutory filing or other court fees), whether or not You are incurring such fees, charges or other amounts on Your own account or on behalf of Your client. All amounts payable under this Agreement are denominated in United States Dollars and You will pay all such amounts in lawful currency of the United States. Tyler reserves the right to change its generally applicable fees or its method of measuring usage, or both, at any time without prior notice as provided in any master agreement between Tyler and the Oregon Judicial Department. Fees charged to the User for this service are subject to change by Tyler International. These are in addition to normal statutory filing fees payable to the court, explanation of which can be found at www.courts.oregon.gov. You will see all charges prior to completing the transaction and may elect to continue or cancel the transaction.

6.2 Payment Terms. Unless You and Tyler separately agree to different payment terms, You will pay for the fees, charges and other amounts for Your and Your Users’ use of the Tyler Services by credit card. When You register for the Tyler Services, You will be prompted to enter Your credit card information. Tyler accepts Visa, MasterCard and the Discover Card.


6.3 Suspension of Services. If You fail to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity, Tyler will have the right, in its sole discretion, to immediately suspend the License and You and Your Users’ access to and use of the Tyler Services.

Section 7. Proprietary Rights
7.1 Ownership. The Tyler Services, the Tyler Internet Site and the Tyler Technology constitute or otherwise involve valuable Proprietary Rights of Tyler. You acknowledge that You obtain only license rights under this Agreement. No title to or ownership of the Tyler Services, the Tyler Internet Site and the Tyler Technology, or any Proprietary Rights associated therewith is transferred to You, any User or any third party under this Agreement.


7.2 Protection of Proprietary Rights. You will not infringe or violate, and will take appropriate steps and precautions for the protection of Tyler’s Proprietary Rights. Without limiting the generality of the foregoing, You will (a) maintain access and use restrictions sufficient to prevent any Unauthorized Use; (b) not make the Tyler Services, the Tyler Internet Site, the Tyler Technology or Third Party Content available to any third party without the prior written consent of Tyler; and (c) otherwise use Your best efforts to prevent any Unauthorized Use. You will immediately notify Tyler of any Unauthorized Use that comes to Your attention and cooperate with Tyler to investigate and prevent the same. In the event of any Unauthorized Use relating to Your activities, any User or any of Your representatives, You will take all steps reasonably necessary to terminate such Unauthorized Use.


7.3 Infringer Policy. Tyler respects the intellectual property of others, and expects its users to do the same. Tyler may, in appropriate circumstances and at its own discretion, limit access to the Tyler Internet Site and/or terminate your account if You or any of Your Users’ infringe the intellectual property rights of others. Any person who believes that any Information available through the Tyler Internet Site infringes upon any copyright owned or controlled by such person, or that any link on the Tyler Internet Site directs users to another Web site that contains such infringing material may file a notification of such infringement with our Designated Agent. Please see the Copyright Policy and Notice and Procedure for Notifying Designated Agent of Claims of Copyright Infringement, located at: http://www.tylertech.com/terms.

Section 8. Disclaimers and Limitations
8.1 Assumption of Risk; Responsibility to Verify. You acknowledge that Tyler does not verify the completeness, propriety, timeliness or accuracy of any Information or Third-Party Content available through the Tyler Internet Site. Tyler does not control the contents of any Information and except as provided in section 5.1, supra, will not be responsible for any claimed loss of privilege or other claimed injury due to disclosure of sealed, confidential or privileged information. Tyler may provide from time to time links from the Tyler Internet Site to other Web sites that are not controlled by Tyler and are not related to the Tyler Services. Tyler is providing these links only as a convenience, and no such link implies an affiliation, endorsement, or adoption by Tyler of the linked Web site or any Information, services or products obtained through such links. You acknowledge that by providing the Information and the Tyler Services, Tyler does not underwrite or assume any of the risks of Your business or activities. IT IS YOUR RESPONSIBILITY TO VERIFY THE INFORMATION AND THIRD-PARTY CONTENT OBTAINED THROUGH THE TYLER INTERNET SITE WITH THE OFFICIAL INFORMATION REPOSING AT THE COURT OF RECORD OR OTHER DATA SOURCE.


8.2 DISCLAIMER. THE LICENSE, TYLER SERVICES, THE TYLER INTERNET SITE, TYLER TECHNOLOGY, INFORMATION AND ALL SOFTWARE, SERVICES AND OTHER ITEMS PROVIDED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED EXCEPT AS PROVIDED IN SECTION 5.1, SUPRA. TYLER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE TYLER SERVICES, THE TYLER INTERNET SITE, TYLER TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF TYLER UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).


8.3 Third Party Content, Software and Services. Except as otherwise agreed upon by the parties in writing, the warranties, obligations and liabilities of Tyler and Your remedies with respect to any Third Party Content, software or services will be limited to whatever recourse may be available against the third party provider of such Third Party Content, software or services and ARE SUBJECT TO ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY SUCH THIRD PARTY CONTENT, SOFTWARE OR SERVICES.

Section 9. Your Warranties and Indemnification
9.1 Warranty. In addition to any warranties set forth elsewhere in this Agreement, You warrant to Tyler that the performance of Your obligations and Your and Your Users’ access to and use of the Tyler Services will not violate any third-party rights or any applicable laws, rules or regulations.


9.2 Indemnification. Subject to the limitations of Article XI, Sect. 7 of the Oregon Constitution and the Oregon Tort Claims Act (ORS 30.260 through 30.300), if applicable, except for damages resulting from Tyler’s breach of section 5.1, supra, you will defend, indemnify and hold harmless Tyler, and its directors, officers, employees, owners and agents from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) any claim alleging any breach of any of the foregoing warranties or any other provision of this Agreement; (b) any damage arising from causes beyond the control or without the fault or negligence of Tyler; (c) any use by You or Your Users, customers or clients of the Information, Third Party Content, or any other software, services or other items provided under this Agreement.

Section 10. Limitations of Liability
10.1 Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party’s reasonable control (including, without limitation, any act or failure to act by the other party).


10.2 No Consequential Damages. NEITHER TYLER NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT WILL BE LIABLE TO YOU OR ANY OF YOUR USERS, CUSTOMERS OR CLIENTS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE) WHETHER OR NOT CHARACTERIZED BY IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF TYLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY, ARISING FROM OR RELATED TO ANY PROVISION OF THIS AGREEMENT, THE LICENSE, TYLER SERVICES, THE TYLER INTERNET SITE, THE TYLER TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED IN CONNECTION THEREWITH, OR THE FAILURE OF TYLER TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE BY TYLER.


10.3 Limitation of Liability. EXCEPT FOR DAMAGES RESULTING FROM TYLER’S BREACH OF SECTION 5.1, IN NO EVENT WILL THE AGGREGATE LIABILITY OF TYLER WITH REGARD TO THE LICENSE, TYLER SERVICES, INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY YOU TO TYLER UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM.

Section 11. Mediation
Unless prohibited by applicable law, any controversy or claim arising out of or relating to this Agreement, which is not settled by reasonable negotiations between the parties, will attempt to settle the same by mediation The mediation will be conducted by a single mediator and agreed rules if all parties can agree upon such mediator and rules, and if such agreement cannot be reached between the parties, the mediation will be mediated by a single mediator. The mediator will be a person from the State of Oregon and the mediation will be held in the Salem, Oregon metropolitan area. Subject to the limitations of Article XI, Sect. 7 of the Oregon Constitution and the Oregon Tort Claims Act (ORS 30.260 through 30.300), if applicable, the cost of mediation will be borne equally by the parties. Notwithstanding the foregoing, either party may, on good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction, to be effective pending the institution of the mediation process.

Section 12. Miscellaneous
12.1 Modifications. This Agreement may be amended by Tyler from time to time by Tyler posting on the Tyler Oregon eFiling website a new click-thru license; in addition to posting a new click-thru license, Tyler may post on the Tyler Internet Site the amended Agreement or other notice of the amendments. Latest revision dates are indicated at the top of the document. Continued use of the Tyler Internet Site following the fifteenth day after such posting will constitute acceptance of the change. If You do not accept the amended terms, You must cease using the Tyler Services.


12.2 Assignment. This Agreement, and the License granted hereunder, may not be assigned by You to any third party. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.


12.3 Nonwaiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach.


12.4 Termination. Notwithstanding any of these terms and conditions, Tyler reserves the right, without notice and in its sole discretion, to terminate Your License, and to block or prevent future access to and use of the Tyler Services by You or Your Users. Unless such termination is at Your request or is due to Your breach, Tyler will refund any fees prepaid by You with respect to periods following the effectiveness of such termination. You will be responsible for paying Tyler any amounts owed for You and Your Users’ access to and use of the Tyler Services prior to the effectiveness of such termination. Upon notice of termination, You will immediately discontinue use of the Tyler Services.


12.5 Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.


12.6 Questions and Contact Information. General questions or comments about the Tyler Internet Site or the Tyler Services may be directed to Tyler’s Customer Service by e-mail at efiling.support@tylertech.com or by postal mail at Tyler International, Inc., 5101 Tennyson Parkway, Plano, TX 75024.


12.7 Applicable Law; Jurisdiction and Venue. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Oregon, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement.


12.8 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and this Agreement replaces and supersedes any prior verbal understandings, written communications or representations on the subject matter hereof.

 

TERMS FOR SQUABBLE AGREEMENT WITH CSMs

SQUABBLE INTERNATIONAL, INC. TECHNOLOGY SERVICES AGREEMENT

This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“You”), the Certified Squabble Mediator and SQUABBLE INTERNATIONAL, INC. SQUABBLE provides lead generation to independent providers of mediation services using the SQUABBLE Services (as defined below). The SQUABBLE Services enable an authorized Certified Squabble Mediator to seek, receive and fulfill requests for dispute resolution services from an authorized Users of SQUABBLE’s mobile applications. You desire to enter into this Agreement for the purpose of accessing and using the SQUABBLE Services. You acknowledge and agree that SQUABBLE INTERNATIONAL, INC. is a technology services provider that does not provide dispute resolution or Mediation services. In order to use the SQUABBLE platform, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and SQUABBLE INTERNATIONAL, INC. shall be bound by the terms and conditions set forth herein.

IMPORTANT: PLEASE NOTE THAT TO USE THE SQUABBLE PLATFORM, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE SQUABBLE INTERNATIONAL, INC. ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED IN SECTION 15.3, THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.

1. Definitions

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

1.2 “City Addendum” means an addendum or supplemental information to this Agreement setting forth additional Territory-specific terms, as made available and as updated by SQUABBLE INTERNATIONAL, INC. from time to time.

1.3 “SQUABBLE INTERNATIONAL, INC. Data” means all data related to the access and use of the SQUABBLE Services hereunder, including all data related to Users (including Users Information), all data related to the provision of Mediation Services via the SQUABBLE Services and the Certified Squabble Mediator login to the SQUABBLE App, and the Certified Squabble Mediator ID.

1.4 “Certified Squabble Mediator login to the SQUABBLE App” means the Certified Squabble Mediator Users experience on the SQUABBLE INTERNATIONAL, INC. mobile application that enables Mediation providers to access the SQUABBLE Services for the purpose of seeking, receiving and fulfilling on demand requests for Mediation services by Users, as may be updated or modified from time to time.

1.5 “Certified Squabble Mediator ID” means the identification and password key assigned by SQUABBLE INTERNATIONAL, INC. to you that enables you to use and access the Certified Squabble Mediator login to the SQUABBLE App.

1.6 “Service Fee” has the meaning set forth in Section 4.4.

1.7 “Territory” means the city or metro areas in the United States in which you are enabled by the Certified Squabble Mediator login to the SQUABBLE App to receive requests for Mediation Services.

1.8 “Mediation Services” means your provision of P2P passenger Mediation services to Users via the SQUABBLE Services in the Territory using the SQUABBLE App.

1.9 “SQUABBLE Services” mean SQUABBLE’s on-demand lead generation and related services licensed by SQUABBLE to SQUABBLE INTERNATIONAL, INC. that enable Certified SQUABBLE Mediators to seek, receive and fulfill on-demand requests for Mediation services by Users seeking Mediation services; such SQUABBLE Services include access to the Certified Squabble Mediator login to the SQUABBLE App and SQUABBLE’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.

1.10 “Users” means an end Users authorized by SQUABBLE to use the SQUABBLE mobile application for the purpose of obtaining Mediation Services offered by SQUABBLE INTERNATIONAL, INC.’s Mediation provider customers. This term refers to both “Squabblers” (parties who initiate or “Start A SQUABBLE”) and “Squabblees” (parties who are potentially being sued but agree to mediate their dispute through your services over via the SQUABBLE platform)

1.11 “Users Information” means information about a User’s made available to you in connection with such Users’ request for and use of Mediation Services, which may include the Users’ name, pick-up location, contact information and photo.

1.12 “Your Device” means a mobile device owned or controlled by you:

(a) that meets the then current SQUABBLE INTERNATIONAL, INC. specifications for mobile devices as set forth at www.squabbleapp.com/legal and

(b) on which the Certified Squabble Mediator login to the SQUABBLE App has been installed as authorized by SQUABBLE INTERNATIONAL, INC. for the purpose of providing Mediation Services.

2. Use of the SQUABBLE Services

2.1 Certified Squabble Mediator IDs:

Upon competition of the SQUABBLE Certification process, SQUABBLE INTERNATIONAL, INC. will issue you a Certified Squabble Mediator ID that will enable you to access and use the Certified Squabble Mediator login to the SQUABBLE App on a Device in accordance with this Agreement. SQUABBLE INTERNATIONAL, INC. reserves the right to deactivate your Certified Squabble Mediator ID if you have not fulfilled a request for Mediation Services using the Certified Squabble Mediator login to the SQUABBLE App at least once a month. You agree that you will maintain your Certified Squabble Mediator ID in confidence and not share your Certified Squabble Mediator ID with any third party. You will immediately notify SQUABBLE INTERNATIONAL, INC. of any actual or suspected breach or improper use or disclosure of your Certified Squabble Mediator ID or the Certified Squabble Mediator login to the SQUABBLE app.

2.2 Provision of Mediation Services:

When the Certified Squabble Mediator login to the SQUABBLE App is active, Users requests for Mediation Services may appear to you via the Certified Squabble Mediator login to the SQUABBLE App if you are available and in the vicinity of the Users. If you accept a User’s request for Mediation Services, the SQUABBLE Services will provide you with certain User’s Information via the Certified Squabble Mediator login to the SQUABBLE App, including the User’s first name and pickup location. In order to enhance Users satisfaction with the SQUABBLE mobile application and your Mediation Services, it is recommended that you wait at least forty-eight (48) hours for a SQUABBLE Users to respond to the SQUABBLE. You will obtain the objective from the SQUABBLE Users, either in person upon pickup or from the Certified Squabble Mediator login to the SQUABBLE App if the Users elects to enter such destination via SQUABBLE’s mobile application. You acknowledge and agree that once you have accepted a User’s request for Mediation Services, SQUABBLE’s mobile application may provide certain information about you to the Users, including your first name, contact information, photo and location. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Mediation Services.

As between SQUABBLE INTERNATIONAL, INC. and you, You acknowledge and agree that:

(a) you shall be solely responsible for determining the most effective, efficient and professional manner to perform each instance of Mediation Services; and
(b) except for the SQUABBLE Services or any SQUABBLE INTERNATIONAL, INC. Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Mediation Services. You understand and agree that you have a legal obligation under the Americans with Disabilities Act and similar state laws to mediate disputes of Users with disabilities. Your knowing failure to mediate a User’s with a disability shall constitute a material breach of this Agreement.

You agree that a “knowing failure” to comply with this legal obligation shall constitute either:

(1) a denial of a SQUABBLE where you state the denial was due to the disability; or
(2) there is more than one (1) instance in which a User’s or the companion of a User’s alleges that you cancelled or refused a mediation on the basis of a disability.

2.3 Your Relationship with Users:

You acknowledge and agree that your provision of Mediation Services to Users creates a direct business relationship between you and the Users. SQUABBLE INTERNATIONAL, INC. is not responsible or liable for the actions or inactions of Users in relation to you, your activities or your Device. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Mediation Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate Device insurance) regarding any acts or omissions of a User’s or third party. You acknowledge and agree that SQUABBLE INTERNATIONAL, INC. may release your contact and/or insurance information to Users upon such Users’ reasonable request. You acknowledge and agree that, unless specifically consented to by Users, you may not mediate or allow to participate in the Mediation any individuals other than Users and any individuals authorized by such Users, during the performance of Mediation Services for such Users. You acknowledge and agree that all Users should be efficiently led through the mediation process, as assisted by the applicable Users, without unreasonable or unauthorized interruption.

2.4 Your Relationship with SQUABBLE INTERNATIONAL, INC:

You acknowledge and agree that SQUABBLE INTERNATIONAL, INC.’s provision to you of the Certified Squabble Mediator login to the SQUABBLE App and the SQUABBLE Services creates a direct business relationship between SQUABBLE INTERNATIONAL, INC. and you. SQUABBLE INTERNATIONAL, INC. does NOT, and shall NOT be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Mediation Services, your acts or omissions, or your operation and maintenance of your conduct of a specific mediation. You retain the sole right to determine when, where, and for how long you will utilize the Certified Squabble Mediator login to the SQUABBLE App or the SQUABBLE Services. You retain the option, via the Certified Squabble Mediator login to the SQUABBLE App, to attempt to accept or to decline or ignore Users’ request for Mediation Services via the SQUABBLE Services, or to cancel an accepted request for Mediation Services via the Certified Squabble Mediator login to the SQUABBLE App (at which point a new Certified Squabble Mediator will be assigned), subject to SQUABBLE INTERNATIONAL, INC.’s then-current cancellation policies. SQUABBLE INTERNATIONAL, INC. shall have no right to require you to:
(a) display SQUABBLE INTERNATIONAL, INC.’s or any of its Affiliates’ names, logos or colors on your Device(s); or
(b) wear a uniform or any other clothing displaying SQUABBLE INTERNATIONAL, INC.’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to:

i. use other software application services in addition to the SQUABBLE Services; and
ii. engage in any other occupation or business.

SQUABBLE INTERNATIONAL, INC. retains the right to deactivate or otherwise restrict you from accessing or using the Certified Squabble Mediator login to the SQUABBLE App or the SQUABBLE Services in the event of a violation or alleged violation of this Agreement, your disparagement of SQUABBLE INTERNATIONAL, INC. or any of its Affiliates, your act or omission that causes harm to SQUABBLE INTERNATIONAL, INC.’s or its Affiliates’ brand, reputation or business as determined by SQUABBLE INTERNATIONAL, INC. in its sole discretion.

2.5 Ratings:

2.5.1 You acknowledge and agree that:

(a) after receiving Mediation Services, Users (both Squabblers and Squabblees) will be prompted by SQUABBLE’s mobile application to provide a rating of you and such Mediation Services and, optionally, to provide comments or feedback about you and such Mediation Services; and

(b) after providing Mediation Services, you will be prompted by the Certified Squabble Mediator login to the SQUABBLE App to provide a rating of the Users and, optionally, to provide comments or feedback about the Users. You shall provide your ratings and feedback in good faith.

2.5.2 You acknowledge that SQUABBLE INTERNATIONAL, INC. desires that Users have access to high-quality services via SQUABBLE’s mobile application. In order to continue to receive access to the Certified Squabble Mediator login to the SQUABBLE App and the SQUABBLE Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by SQUABBLE INTERNATIONAL, INC. for your Territory, as may be updated from time to time by SQUABBLE INTERNATIONAL, INC. in its sole discretion (“Minimum Average Rating”). Your average rating is intended to reflect Users’ satisfaction with your Mediation Services rather than your compliance with any of SQUABBLE INTERNATIONAL, INC.’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, SQUABBLE INTERNATIONAL, INC. will notify you and may provide you, in SQUABBLE INTERNATIONAL, INC.’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), SQUABBLE INTERNATIONAL, INC. reserves the right to deactivate your access to the Certified Squabble Mediator login to the SQUABBLE App and the SQUABBLE Services. Additionally, you acknowledge that your repeated failure to accept Users requests for Mediation Services while you are logged in to the Certified Squabble Mediator login to the SQUABBLE App creates a negative experience for Users of SQUABBLE’s mobile application. If you do not wish to accept Users requests for Mediation Services for a period of time, you agree that you will log off of the Certified Squabble Mediator login to the SQUABBLE App.

2.5.3

SQUABBLE INTERNATIONAL, INC. and its Affiliates reserve the right to use, share and display your and Users ratings and comments in any manner in connection with the business of SQUABBLE INTERNATIONAL, INC. and its Affiliates without attribution to you or your approval. You acknowledge and agree that SQUABBLE INTERNATIONAL, INC. and its Affiliates are distributors (without any obligation to verify) and not publishers of your and Users ratings and comments, provided that SQUABBLE INTERNATIONAL, INC. and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or SQUABBLE INTERNATIONAL, INC.’s or its Affiliates’ content policies.

2.6 Devices:

2.6.1

SQUABBLE INTERNATIONAL, INC. requires that you use Your Device in providing Mediation Services. As such SQUABBLE INTERNATIONAL, INC. will not supply you with a Device nor provide the necessary wireless data plan for your provision of Mediation Services.

2.6.2

(i) You are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and
(ii) SQUABBLE INTERNATIONAL, INC. shall make available the Certified Squabble Mediator login to the SQUABBLE App for installation on Your Device. SQUABBLE INTERNATIONAL, INC. hereby grants you a personal, non-exclusive, non-transferable license to install and use the Certified Squabble Mediator login to the SQUABBLE App on Your Device solely for the purpose of providing Mediation Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Certified Squabble Mediator login to the SQUABBLE app (or any data associated therewith) with any third party.

The foregoing license grant shall immediately terminate, and you will delete and fully remove the Certified Squabble Mediator login to the SQUABBLE app in the event that you cease to provide Mediation Services using Your Device.

You agree that:
(i) use of the Certified Squabble Mediator login to the SQUABBLE App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and

(ii) use of the Certified Squabble Mediator login to the SQUABBLE App on Your Device as an interface with the SQUABBLE Services may consume very large amounts of data through the data plan. SQUABBLE INTERNATIONAL, INC. ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND SQUABBLE INTERNATIONAL, INC. SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

2.7 Location Based Services:

You acknowledge and agree that your geo-location information must be provided to the SQUABBLE Services via a Device in order to provide Mediation Services. You acknowledge and agree that:

(a) your geo-location information may be obtained by the SQUABBLE Services while the Certified Squabble Mediator login to the SQUABBLE App is running; and

(b) the approximate location of your Device will be displayed to the Users before and during the provision of Mediation Services to such Users. In addition, SQUABBLE INTERNATIONAL, INC. and its Affiliates may monitor, track and share with third parties Mediators’ geo-location information obtained by the Certified Squabble Mediator login to the SQUABBLE App and Device.

3. You and Your Credentials

3.1 Your Requirements:

You acknowledge and agree that you are required to become certified through the SQUABBLE Mediator Certification process on the SQUABBLE platform or through SQUABBLE’s internal certification process at all times, you shall: (a) hold and maintain (i) a valid Squabble Certification with the appropriate level of certification to Mediate your disputes, and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide Mediation services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Mediation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background checks from time to time in order to qualify to provide, and remain eligible to provide, Mediation Services. You acknowledge and agree that SQUABBLE INTERNATIONAL, INC. reserves the right, at any time in SQUABBLE INTERNATIONAL, INC.’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Certified Squabble Mediator login to the SQUABBLE App or the SQUABBLE Services if you fail to meet the requirements set forth in this Agreement.

3.2 Documentation:

To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide SQUABBLE INTERNATIONAL, INC. with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Mediation Services. Thereafter, you must submit to SQUABBLE INTERNATIONAL, INC. written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. SQUABBLE INTERNATIONAL, INC. shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. SQUABBLE INTERNATIONAL, INC. reserves the right to independently verify your documentation from time to time in any way SQUABBLE INTERNATIONAL, INC. deems appropriate in its reasonable discretion.

4. Financial Terms

4.1 Fee Calculation and Your Payment:

You are entitled to a fixed fee in each instance of completed Mediation Services provided to a User’s that are obtained via the SQUABBLE Services (“Fee”), by taking the amount discussed in the below chart (“Fee Calculation”).

Dispute Tier Monetary Amount Sought by SQUABBLER Estimated average aggregate amount of time spent by CSMTM on an individual SQUABBLE
Fixed Fee Paid to CSMTM Per Dispute Mediated Through the Selected Squash Date (Base and Settlement Bonus)

1. $250.00 through $1,000.00.
Fixed Fee: $50.00 ($55.00 if settled, due to a $5.00 Settlement Bonus).

2. $1,000.01 through $5,000.00. 

Fixed Fee: $150.00 ($175.00 if settled, due to $25.00 Settlement Bonus).

3. $5000.01 through $10,000.00

Fixed Fee: $200.00 ($250.00 if settled, due to $50.00 Settlement Bonus).

4. Any amount above the jurisdictional amount for Small Claims (typically $10,000.00, but in some jurisdictions $7,500.00) through disputes of $25,000.00.

Fixed Fee: $500.00 ($575.00 if settled, due to $75.00 Settlement Bonus).

You acknowledge and agree that the Fee provided under the Fee Calculation is the only payment you will receive in connection with the provision of Mediation Services, and that neither the Fee nor the Fee Calculation includes any gratuity. You are not entitled to charge Users for any other expenses incurred during the provision of Mediation Services.

You:
(i) appoint SQUABBLE INTERNATIONAL, INC. as your limited payment collection agent solely for the purpose of accepting the Fee, applicable taxes and fees from the Users on your behalf via the payment processing functionality facilitated by the SQUABBLE Services; and
(ii) agree that payment made by Users to SQUABBLE INTERNATIONAL, INC. (or to an Affiliate of SQUABBLE INTERNATIONAL, INC. acting as an agent of SQUABBLE INTERNATIONAL, INC.) shall be considered the same as payment made directly by Users to you.

In addition, the parties acknowledge and agree that as between you and SQUABBLE INTERNATIONAL, INC., the Fee is a mandatory amount.

You shall not have the right to:

(i) charge a Fee that is less than the pre-arranged Fee; or
(ii) negotiate, at your request, a Fee that is lower than the prearranged Fee.

SQUABBLE INTERNATIONAL, INC. shall consider all such requests from you in good faith. SQUABBLE INTERNATIONAL, INC. agrees to remit, or cause to be remitted, to you on at least a weekly basis:

(a) the Fee less the applicable Service Fee;
(b) depending on the region, certain taxes and ancillary fees.

If you have separately agreed that other amounts may be deducted from the Fee prior to remittance to you, the order of any such deductions from the Fee shall be determined exclusively by SQUABBLE INTERNATIONAL, INC. (as between you and SQUABBLE INTERNATIONAL, INC.).

4.2 Changes to Fee Calculation:

SQUABBLE INTERNATIONAL, INC. reserves the right to change the Fee Calculation at any time in SQUABBLE INTERNATIONAL, INC.’s discretion based upon local market factors, and SQUABBLE INTERNATIONAL, INC. will provide you with notice in the event of changes to the base Fee, per mile, and/or per minute amounts that would result in a change in the recommended Fee. Continued use of the SQUABBLE Services after any such change in the Fee Calculation shall constitute your consent to such change.

4.3 Fee Adjustment:

SQUABBLE INTERNATIONAL, INC. reserves the right to:

(i) adjust the Fee for a particular instance of Mediation Services (e.g., your conduct demonstrates collusion with one of the Users, you failed to properly end a particular instance of Mediation Services in the Certified Squabble Mediator login to the SQUABBLE App, technical error in the SQUABBLE Services, etc.); or

(ii) cancel the Fee for a particular instance of Mediation Services (e.g., Users are charged for Mediation Services that were not provided, in the event of a User’s complaint, fraud, etc.). SQUABBLE INTERNATIONAL, INC.’s decision to reduce or cancel the Fee in any such manner shall be exercised in a reasonable manner.

4.4 Service Fee:

In consideration of SQUABBLE INTERNATIONAL, INC.’s provision of the Certified Squabble Mediator login to the SQUABBLE App and the SQUABBLE Services for your use and benefit hereunder, you agree to pay SQUABBLE INTERNATIONAL, INC. a service fee on a per Mediation Services transaction basis calculated as a percentage of the Fee determined by the Fee Calculation (regardless of any Negotiated Fee), as provided to you via email or otherwise made available electronically by SQUABBLE INTERNATIONAL, INC. from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Fee, SQUABBLE INTERNATIONAL, INC. shall calculate the Service Fee based on the Fee net of such taxes. SQUABBLE INTERNATIONAL, INC. reserves the right to change the Service Fee at any time in SQUABBLE INTERNATIONAL, INC.’s discretion based upon local market factors, and SQUABBLE INTERNATIONAL, INC. will provide you with notice in the event of such change. Continued use of the SQUABBLE Services after any such change in the Service Fee calculation shall constitute your consent to such change.

4.5 Cancellation Charges:

You acknowledge and agree that Users may elect to cancel requests for Mediation Services that have been accepted by you via the Certified Squabble Mediator login to the SQUABBLE App at any time prior to your arrival (i.e. “Squash the SQUABBLE”). In the event that a User(s) cancels an accepted request for Mediation Services, SQUABBLE INTERNATIONAL, INC. may charge the Users a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fee for the cancelled Mediation Services for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and SQUABBLE INTERNATIONAL, INC., this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount.

You shall always have the right to:

(i) charge a cancellation fee that is less than the Cancellation Fee; or
(ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”).

If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fee for the cancelled Mediation Services for the purpose of remittance to you hereunder.

4.6 Receipts:

As part of the SQUABBLE Services, SQUABBLE INTERNATIONAL, INC. provides you a system for the delivery of receipts to Users for Mediation Services rendered. Upon your completion of Mediation Services for User(s), SQUABBLE INTERNATIONAL, INC. prepares an applicable receipt and issues such receipt to the Users via email on your behalf. Such receipts are also provided to you via email or the online portal available to you through the SQUABBLE Services. Receipts include the breakdown of amounts charged to the Users for Mediation Services and may include specific information about you, including your name, contact information and photo, as well as a transcript of your communications with User(s). Any corrections to a Users’ receipt for Mediation Services must be submitted to SQUABBLE INTERNATIONAL, INC. in writing within three (3) business days after the completion of such Mediation Services. Absent such a notice, SQUABBLE INTERNATIONAL, INC. shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fee.

4.7 No Additional Amounts:

You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, SQUABBLE INTERNATIONAL, INC. and its Affiliates may seek to attract new Users to SQUABBLE and to increase existing Users’ use of SQUABBLE’s mobile application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

4.8 Taxes:

You acknowledge and agree that you are required to:

(a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Mediation Services as required by applicable law; and
(b) provide SQUABBLE INTERNATIONAL, INC. with all relevant tax information.

You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Mediation Services. Notwithstanding anything to the contrary in this Agreement, SQUABBLE INTERNATIONAL, INC. may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Mediation Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on your behalf or otherwise.

5. Proprietary Rights; License

5.1 License Grant:

Subject to the terms and conditions of this Agreement, SQUABBLE INTERNATIONAL, INC. hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the SQUABBLE Services (including the Certified Squabble Mediator login to the SQUABBLE App on a Device) solely for the purpose of providing Mediation Services to Users and tracking resulting Fees and Fees. All rights not expressly granted to you are reserved by SQUABBLE INTERNATIONAL, INC., its Affiliates and their respective licensors.

5.2 Restrictions:

You shall not, and shall not allow any other party to:

(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the SQUABBLE Services, Certified Squabble Mediator login to the SQUABBLE App or any SQUABBLE INTERNATIONAL, INC. Device in any way;
(b) modify or make derivative works based upon the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App;
(c) improperly use the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App, including creating Internet “links” to any part of the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App , “framing” or “mirroring” any part of the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App ;
(d) reverse engineer, decompile, modify, or disassemble the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App, except as allowed under applicable law; or
(e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App to:

(i) design or develop a competitive or substantially similar product or service;
(ii) copy or extract any features, functionality, or content thereof;
(iii) launch or cause to be launched on or in connection with the SQUABBLE Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the SQUABBLE Services; or
(iv) attempt to gain unauthorized access to the SQUABBLE Services or its related systems or networks.

5.3 Ownership:

The SQUABBLE Services, Certified Squabble Mediator login to the SQUABBLE App and SQUABBLE INTERNATIONAL, INC. Data, including all intellectual property rights therein, and the SQUABBLE INTERNATIONAL, INC. Devices are and shall remain (as between you and SQUABBLE INTERNATIONAL, INC.) the property of SQUABBLE INTERNATIONAL, INC., its Affiliates or their respective licensors. Neither this Agreement nor your use of the SQUABBLE Services, Certified Squabble Mediator login to the SQUABBLE App or SQUABBLE INTERNATIONAL, INC. Data conveys or grants to you any rights in or related to the SQUABBLE Services, Certified Squabble Mediator login to the SQUABBLE App or SQUABBLE INTERNATIONAL, INC. Data, except for the limited license granted above. Other than as specifically permitted by the SQUABBLE INTERNATIONAL, INC. in connection with the SQUABBLE Services, you are not permitted to use or reference in any manner SQUABBLE INTERNATIONAL, INC.’s, its Affiliates’, or their respective licensors’ SQUABBLE INTERNATIONAL, INC. names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “SQUABBLE Marks and Names”) for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the SQUABBLE Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

6. Confidentiality

6.1 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 (“Confidential Information”). Confidential Information includes SQUABBLE INTERNATIONAL, INC. Data, Certified Squabble Mediator IDs, Users Information, and the transaction 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.

6.2 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 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, with respect to SQUABBLE INTERNATIONAL, INC., its internal record-keeping requirements).

6.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
(a) is or becomes part of the public domain through no act or omission on the part of the receiving party;
(b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
(c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or
(d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7. Privacy

7.1 Disclosure of Your Information:

Subject to applicable law, SQUABBLE INTERNATIONAL, INC. and its Affiliates may, but shall not be required to, provide to you, a User’s, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any SQUABBLE INTERNATIONAL, INC. Data) about you or any Mediation Services provided hereunder if:

(a) there is a complaint, dispute or conflict, between you and a User(s);

(b) it is necessary to enforce the terms of this Agreement;

(c) it is required, in SQUABBLE INTERNATIONAL, INC.’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., SQUABBLE INTERNATIONAL, INC. or its Affiliates receive a subpoena, warrant, or other legal process for information);

(d) it is necessary, in SQUABBLE INTERNATIONAL, INC.’s or any Affiliate’s sole discretion, to
(1) protect the safety, rights, property or security of SQUABBLE INTERNATIONAL, INC. or its Affiliates, the SQUABBLE Services or any third party;
(2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the SQUABBLE Services;
(3) to detect, prevent or otherwise address fraud, security or technical issues;
(4) to prevent or stop activity which SQUABBLE INTERNATIONAL, INC. or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or
(e) it is required or necessary, in SQUABBLE INTERNATIONAL, INC.’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the SQUABBLE Services.
You understand that SQUABBLE INTERNATIONAL, INC. may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

7.2

SQUABBLE INTERNATIONAL, INC. and its Affiliates may collect your personal data during the course of your application for, and use of, the SQUABBLE Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by SQUABBLE INTERNATIONAL, INC. and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with SQUABBLE INTERNATIONAL, INC.’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

8. Insurance

8.1 You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.

8.2 You understand and acknowledge that a workers’ compensation policy may not afford certain coverage for the Mediation Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your coverage, it is your responsibility, not that of SQUABBLE INTERNATIONAL, INC., to resolve them with your insurer(s).

8.3 SQUABBLE INTERNATIONAL, INC. may maintain during the term of this Agreement insurance related to your provision of Mediation Services as determined by SQUABBLE INTERNATIONAL, INC. in its reasonable discretion. You are required to promptly notify SQUABBLE INTERNATIONAL, INC. of any accidents that occur while providing Mediation Services and to cooperate and provide all necessary information related thereto.

9. Representations and Warranties; Disclaimers

9.1 By You:

You hereby represent and warrant that:

(a) you have full power and authority to enter into this Agreement and perform your obligations hereunder;
(b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and
(c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide:

(i) Mediation Services pursuant to this Agreement, and
(ii) Mediation services to third parties in the Territory generally.

9.2 Disclaimer of Warranties:

SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE SQUABBLE SERVICES, CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP AND THE SQUABBLE INTERNATIONAL, INC. DEVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE SQUABBLE SERVICES, CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP OR THE SQUABBLE INTERNATIONAL, INC. DEVICES:

(A) WILL BE UNINTERRUPTED OR ERROR FREE; OR
(B) WILL RESULT IN ANY REQUESTS FOR MEDIATION SERVICES.

SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE MEDIATION SERVICES FROM YOU, AND SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE SQUABBLE SERVICES AND CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SQUABBLE SERVICES OR CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP. NOTWITHSTANDING SQUABBLE INTERNATIONAL, INC.’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USERS OR OTHER THIRD PARTY.

9.3 No Service Guarantee:

SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE SQUABBLE SERVICES OR CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP. YOU ACKNOWLEDGE AND AGREE THAT THE SQUABBLE SERVICES OR CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE SQUABBLE SERVICES OR CERTIFIED SQUABBLE MEDIATOR LOGIN TO THE SQUABBLE APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

10. Indemnification

You shall indemnify, defend (at SQUABBLE INTERNATIONAL, INC.’s option) and hold harmless SQUABBLE INTERNATIONAL, INC. and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:
(a) your breach of your representations, warranties or obligations under this Agreement; or
(b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Mediation Services or use of the SQUABBLE Services.

This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.

11. Limits of Liability

SQUABBLE INTERNATIONAL, INC. AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

(i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR
(ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR SQUABBLE INTERNATIONAL, INC.’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF SQUABBLE INTERNATIONAL, INC. OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO SQUABBLE INTERNATIONAL, INC. HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12. Term and Termination

12.1 Term:

This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

12.2 Termination:

Either party may terminate this Agreement:

(a) without cause at any time upon seven (7) days prior written notice to the other party;
(b) immediately, without notice, for the other party’s material breach of this Agreement; or
(c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, SQUABBLE INTERNATIONAL, INC. may terminate this Agreement or deactivate your Certified Squabble Mediator ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of SQUABBLE INTERNATIONAL, INC. and its Affiliates, to provide Mediation Services, or as otherwise set forth in this Agreement.

12.3 Effect of Termination.

Upon termination of the Agreement, you shall immediately delete and fully remove the Certified Squabble Mediator login to the SQUABBLE App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.

13. Relationship of the Parties

13.1

Except as otherwise expressly provided herein with respect to SQUABBLE INTERNATIONAL, INC. acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that:
(a) this Agreement is not an employment agreement, nor does it create an employment relationship, between SQUABBLE INTERNATIONAL, INC. and you; and
(b) no joint venture, partnership, or agency relationship exists between SQUABBLE INTERNATIONAL, INC. and you.

13.2

You have no authority to bind SQUABBLE INTERNATIONAL, INC. or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of SQUABBLE INTERNATIONAL, INC. or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of SQUABBLE INTERNATIONAL, INC., you undertake and agree to indemnify, defend (at SQUABBLE INTERNATIONAL, INC.’s option) and hold SQUABBLE INTERNATIONAL, INC. and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

14. Miscellaneous Terms

14.1 Modication:

In the event SQUABBLE INTERNATIONAL, INC. modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. SQUABBLE INTERNATIONAL, INC. reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the SQUABBLE Services, or downloading, installing or using the Certified Squabble Mediator login to the SQUABBLE App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fee Calculations. Continued use of the SQUABBLE Services or Certified Squabble Mediator login to the SQUABBLE App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

14.2 Supplemental Terms:

Supplemental terms may apply to your use of the SQUABBLE Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.3 Severability:

If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.4 Assignment:

Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that SQUABBLE INTERNATIONAL, INC. may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent:

(a) to an Affiliate; or
(b) to an acquirer of all or substantially all of SQUABBLE INTERNATIONAL, INC.’s business, equity or assets.

14.5 Entire Agreement:

This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

14.6 No Third-Party Beneficiaries:

There are no third-party beneficiaries to this Agreement, except as expressly set forth in the Arbitration Provision in Section 15.3. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

14.7 Notices:

Any notice delivered by SQUABBLE INTERNATIONAL, INC. to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the SQUABBLE Services. Any notice delivered by you to SQUABBLE INTERNATIONAL, INC. under this Agreement will be delivered by contacting SQUABBLE INTERNATIONAL, INC. at https://squabbleapp.com/partners in the “Contact Us” section. Additional Territory-specific notices may be required from time to time.

15. Governing Law; Arbitration

15.1
The choice of law provisions contained in this Section 15.1 do not apply to the arbitration clause contained in Section 15.3, such arbitration clause being governed by the Federal Arbitration Act. Accordingly, and except as otherwise stated in Section 15.3, the interpretation of this Agreement shall be governed by California law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the SQUABBLE Services that are not subject to the arbitration clause contained in Section 15.3 shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California. However, neither the choice of law provision regarding the interpretation of this Agreement nor the forum selection provision is intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 15.3, are only intended to specify the use of California law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside or provide services in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 15.3 or to any arbitrable disputes as defined therein. Instead, as described in Section 15.3, the Federal Arbitration Act shall apply to any such disputes. The failure of SQUABBLE INTERNATIONAL, INC. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SQUABBLE in writing.

15.2

Other than disputes regarding the intellectual property rights of the parties and other claims identified in Section 15.3.ii, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the SQUABBLE Services shall be subject to arbitration pursuant to Section 15.3.

15.3 Arbitration Provision:

Important Note Regarding this Arbitration Provision:

• Except as provided below, arbitration does not limit or affect the legal claims you may bring against the SQUABBLE INTERNATIONAL, INC. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
• Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
• Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with the SQUABBLE INTERNATIONAL, INC.
• IMPORTANT: This Arbitration Provision will require you to resolve any claim that you may have against SQUABBLE INTERNATIONAL, INC. or SQUABBLE on an individual basis, except as provided below, pursuant to the terms of the Agreement unless you choose to opt out of the Arbitration Provision. Except as provided below, this provision will preclude you from bringing any class, collective, or representative action (other than actions under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq. (“PAGA”)) against the SQUABBLE INTERNATIONAL, INC. or SQUABBLE and also precludes you from participating in or recovering relief under any current or future class, collective, or representative (non-PAGA) action brought against the SQUABBLE INTERNATIONAL, INC. or SQUABBLE by someone else. You should assume that there are now, and may be in the future, lawsuits against the SQUABBLE INTERNATIONAL, INC. or SQUABBLE alleging class, collective, and/or representative (non- PAGA) claims on your behalf, including but not limited to claims for tips, reimbursement of expenses, and employment status. Such claims, if successful, could result in some monetary recovery to you. The mere existence of such class, collective, and/or representative lawsuits, however, does not mean that such lawsuits will ultimately succeed. But if you do agree to arbitration with the SQUABBLE INTERNATIONAL, INC., you are agreeing in advance, except as otherwise provided, that you will not participate in and, therefore, will not seek to recover monetary or other relief under any such class, collective, and/or representative (non-PAGA) lawsuit, except as provided below. However, as discussed above and except as provided below, if you agree to arbitration, you will not be precluded from bringing your claims against the SQUABBLE INTERNATIONAL, INC. or SQUABBLE in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator (subject to splitting the cost of arbitration as mentioned above).

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION.

i. How This Arbitration Provision Applies:

This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) and evidences a transaction involving interstate commerce. This Arbitration Provision applies to any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse you from utilizing any informal procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before any forum other than arbitration, with the exception of proceedings that must be exhausted under applicable law before pursuing a claim in a court of law or in any forum other than arbitration. Except as it otherwise provides, this Arbitration Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration on an individual basis only and not by way of court or jury trial, or by way of class, collective, or representative action. Except as provided in Section 15.3(v), below, regarding the Class Action Waiver, such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an Arbitrator and not by a court or judge. However, as set forth below, the preceding sentences shall not apply to disputes relating to the interpretation or application of the Class Action Waiver or PAGA Waiver below, including their enforceability, revocability or validity. Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to all disputes between You and the SQUABBLE INTERNATIONAL, INC. or SQUABBLE as well as all disputes between You and the SQUABBLE INTERNATIONAL, INC.’s or SQUABBLE’s fiduciaries, administrators, affiliates, subsidiaries, parents, and all successors and assigns of any of them, including but not limited to any disputes arising out of or related to this Agreement and disputes arising out of or related to your relationship with the SQUABBLE INTERNATIONAL, INC., including termination of the relationship. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by the SQUABBLE INTERNATIONAL, INC. and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims. This Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of this Agreement are expressly excluded from the Arbitration Provision. SQUABBLE Technologies, Inc. is an intended, third party beneficiary of this Agreement.

ii. Limitations on How This Agreement Applies:

The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in this Arbitration Provision shall not apply: A representative action brought on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., to the extent waiver of such a claim is deemed unenforceable by a court of competent jurisdiction; Claims for workers compensation, state disability insurance and unemployment insurance benefits; Regardless of any other terms of this Agreement, nothing prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration; Disputes that may not be subject to a pre-dispute arbitration agreement pursuant to applicable Federal law or Executive Order are excluded from the coverage of this Arbitration Provision; Disputes regarding your, the SQUABBLE INTERNATIONAL, INC.’s, or SQUABBLE’s intellectual property rights; This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense (“DoD”) Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118), section 8102 of the Department of Defense (“DoD”) Appropriations Act for Fiscal Year 2011 (Pub. L. 112- 10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims.

iii. Selecting the Arbitrator and Location of the Arbitration:

The Arbitrator shall be selected by mutual agreement of the SQUABBLE INTERNATIONAL, INC. and you. Unless you and the SQUABBLE INTERNATIONAL, INC. mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the Parties cannot agree on an Arbitrator, then an arbitrator will be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option of making the first strike. If a JAMS arbitrator is used, then the JAMS Streamlined Arbitration Rules & Procedures rules will apply; however, if there is a conflict between the JAMS Rules and this Agreement, this Agreement shall govern. Those rules are available here: http://www.jamsadr.com/rules-streamlined-arbitration/ The location of the arbitration proceeding shall be no more than 45 miles from the place where you last provided Mediation services under this Agreement, unless each party to the arbitration agrees in writing otherwise.

iv. Starting the Arbitration:

All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first-class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the Parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to the SQUABBLE INTERNATIONAL, INC. or SQUABBLE shall be provided to Legal, SQUABBLE INTERNATIONAL, INC. [1431 Pacific Hwy H2 San Diego, CA 92110]. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

v. How Arbitration Proceedings Are Conducted:

In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator. You and the SQUABBLE INTERNATIONAL, INC. agree to resolve any dispute that is in arbitration on an individual basis only, and not on a class, collective action, or representative basis (“Class Action Waiver”). The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis. Notwithstanding any other provision of this Agreement, the Arbitration Provision or the JAMS Streamlined Arbitration Rules & Procedures, disputes regarding the enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction 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 unenforceable, the class, collective, and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

While the SQUABBLE INTERNATIONAL, INC. will not take any retaliatory action in response to any exercise of rights you may have under Section 7 of the National Labor Relations Act, if any, the SQUABBLE INTERNATIONAL, INC. shall not be precluded from moving to enforce its rights under the FAA to compel arbitration on the terms and conditions set forth in this Agreement.

Private Attorneys General Act:

Notwithstanding any other provision of this Agreement or the Arbitration Provision, to the extent permitted by law.

(1) You and SQUABBLE INTERNATIONAL, INC. agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and
(2) for any claim brought on a private attorney general basis—i.e., where you are seeking to pursue a claim on behalf of a government entity—both you and SQUABBLE INTERNATIONAL, INC. agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (“PAGA Waiver”).

Notwithstanding any other provision of this Agreement or the Arbitration Provision, the validity of the PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.

(1) If any provision of the PAGA Waiver is found to be unenforceable or unlawful for any reason, (1) the unenforceable provision shall be severed from this Agreement;
(2) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Provision or the Parties’ attempt to arbitrate any remaining claims on an individual basis pursuant to the Arbitration Provision; and
(3) any representative action brought under PAGA on behalf of others must be litigated in a civil court of competent jurisdiction and not in arbitration.

To the extent that there are any claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the PAGA Waiver is unenforceable with respect to those claims, the Parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

vi. Paying for The Arbitration.

Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). In all cases where required by law, the SQUABBLE INTERNATIONAL, INC. will pay the Arbitrator’s and arbitration fees. If under applicable law the SQUABBLE INTERNATIONAL, INC. is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned equally between the Parties or as otherwise required by applicable law. However, you will not be required to bear any type of fee or expense that you would not be required to bear if you had filed the action in a court of law. Any disputes in that regard will be resolved by the Arbitrator as soon as practicable after the Arbitrator is selected, and SQUABBLE INTERNATIONAL, INC. shall bear all of the Arbitrator’s and arbitration fees until such time as the Arbitrator resolves any such dispute.

vii. The Arbitration Hearing and Award.

The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, 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, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

viii. Your Right to Opt Out of Arbitration.

Arbitration is not a mandatory condition of your contractual relationship with the SQUABBLE INTERNATIONAL, INC. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying the SQUABBLE INTERNATIONAL, INC. in writing of your desire to opt out of this Arbitration Provision, either by:
(1) sending, within 30 days of the date this Agreement is executed by you, electronic mail to info@squabbleapp.com, stating your name and intent to opt out of the Arbitration Provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g. UPS, Federal Express, etc.), or by hand delivery to: Legal SQUABBLE INTERNATIONAL, INC. [1431 Pacific Hwy H2 San Diego, CA 92110] In order to be effective, the letter under option
(2) must clearly indicate your intent to opt out of this Arbitration Provision, and must be dated and signed. The envelope containing the signed letter must be received (if delivered by hand) or post-marked within 30 days of the date this Agreement is executed by you. Your writing opting out of this Arbitration Provision, whether sent by (1) or (2), will be filed with a copy of this Agreement and maintained by the SQUABBLE INTERNATIONAL, INC. Should you not opt out of this Arbitration Provision within the 30-day period, you and the SQUABBLE INTERNATIONAL, INC. shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of your choice concerning this Arbitration Provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-out of coverage under this Arbitration Provision.

ix. Full and Complete Agreement Related to Formal Resolution of Disputes; Enforcement of This Agreement.

This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as stated in subsection v, above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

By clicking “I accept”, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with SQUABBLE INTERNATIONAL, INC.