IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 13, AS EACH REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS CONTRACTOR VALIDLY OPTS OUT OF ARBITRATION, AS PROVIDED BELOW). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. BY ACCEPTING THIS AGREEMENT, CONTRACTOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION 13 AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

This Independent Contractor Agreement (“Agreement”) describes the rules, restrictions, and obligations that govern your provision of services through the Trado Platform (“Contracted Services”), as further described in Section 3 below. This Agreement is between you, an independent contractor engaged in the business of performing the Contracted Services (“Contractor”), and Trado. Contractor may enter this Agreement either as an individual sole proprietor or a corporate or other entity. This Agreement will become effective on the date it is accepted regardless of whether Contractor is eligible to, or ever does, perform any Contracted Services.

BY ACCESSING THE TRADO SMARTPHONE DRIVER APPLICATION (“TRADO DRIVER APP”), CONTRACTOR AGREES TO BE BOUND BY (1) THIS AGREEMENT, (2) THE TRADO PRIVACY POLICY, AND (3) THE TRADO TERMS AND CONDITIONS.

RECITALS

Trado is a technology company that provides an online marketplace and services platform using web-based technology (including the Trado Driver App) that brokers the exchange of goods and services among contractors, businesses, and consumers (together, the “Trado Platform”). The Trado Platform enables individuals and businesses (“Consumers”) to make requests for physical goods to be delivered from one location to another. Once such requests are placed, the Trado Platform notifies Contractors that a Contracted Service Opportunity (defined in Section 3.1 below) is available and facilitates completion of the Contracted Services. Trado is not a retailer or freight or shipping company

Contractor is an independent provider of Contracted Services, authorized to conduct such services in the geographic location(s) in which they operate. Contractor possesses and/or controls all equipment and personnel necessary to perform the Contracted Services in accordance with applicable laws. Contractor desires to enter into this Agreement for the opportunity to receive Contracted Service Opportunities made available through the Trado Platform. Contractor understands and expressly agrees that they are not an employee of Trado or any business or individual using the Trado Platform and that they are performing Contracted Services on behalf of themselves and their business, not on behalf of Trado. Contractor understands that: (i) they are free to select the times they wish to be available on the Trado Platform to receive Contracted Service Opportunities; (ii) they are free to negotiate their earnings by, among other things, accepting or rejecting the Contracted Service Opportunities presented through the Trado Platform, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the manner in which Contracted Services are performed and the means by which those Contracted Services are completed in accordance with applicable laws.

In consideration of the above, as well as the mutual promises described herein, Trado and Contractor (collectively, “the parties”) agree as follows:

1. PURPOSE OF THE AGREEMENT

1.1. This Agreement governs the relationship between Trado and Contractor and establishes the parties' respective rights and obligations. In exchange for the promises contained in this Agreement, Contractor will have the opportunity to receive Contracted Service Opportunities through the Trado Platform and Contractor agrees to perform the Contracted Services for any Contracted Service Opportunities they choose to accept. However, nothing in this Agreement requires Contractor to perform any particular volume of Contracted Services, and nothing in this Agreement guarantees Contractor will rec

1.2. Contractor is not obligated to accept or perform any particular Contracted Service Opportunity offered through the Trado Platform. However, once a Contracted Service Opportunity is accepted, Contractor shall be contractually bound to complete the Contracted Services in accordance with all Consumer specifications and the terms laid out in this Agreement.

2. CONTRACTOR'S OPERATIONS

2.1. Contractor represents that they operate an independently established business enterprise that provides services, and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform the Contracted Services. As an independent enterprise, Contractor is solely responsible for determining how to operate their business and how to perform the Contracted Services.

2.2. Contractor agrees that all information they provide to Trado or through the Trado Platform will be true and accurate and that they will promptly inform Trado if any information requires updating.

2.3. Contractor agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. Trado has no right to, and shall not, control the manner, method, or means Contractor uses to perform the Contracted Services. Instead, Contractor shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including, as applicable, determining the manner of pickup, shopping, delivery, and route selection.

2.4. As an independent business enterprise, Contractor retains the right to perform services (whether services similar to the Contracted Services or other services) with or for other businesses and/or other consumers, and Contractor represents that they advertise and hold themselves out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply services similar or identical to the Contracted Services and nothing in this Agreement prevents Contractor or Trado from doing business with others. Trado does not have the right to restrict Contractor from performing services for Contractor's own business, other businesses, consumers, or any other third parties at any time, even if such business directly competes with Trado, and even during the time Contractor is logged into the Trado Platform so long as performing such services does not otherwise violate this Agreement. Contractor's right to compete with Trado, or perform services for businesses that compete with Trado, will survive even after termination of this Agreement.

2.5. Contractor is not required to purchase, lease, or rent any products, equipment, or services from Trado as a condition of receiving Contracted Service Opportunities through the Trado Platform or entering into this Agreement.

2.6. Contractor agrees to immediately notify Trado in writing at support@trado.io if Contractor's right to control the manner or method they use to perform Contracted Services differs from the terms contemplated in this Section 2.

2.7. When signing up to be a user of the Trado Platform, Contractor's information will be used to create an account. Contractor may not create multiple Trado Driver accounts.

2.8. By entering this Agreement, Contractor also agrees to be bound by the Trado Terms and Conditions and that any breach of the Trado Terms and Conditions will be considered a breach of this Agreement. However, to the extent that this Agreement and the Trado Terms and Conditions conflict, the terms of this Agreement will take precedence.

2.9. To prevent unauthorized access to Contractor's account and to prevent unauthorized use of Personal Information (as defined in Section 5.1) and the Trado Platform, Contractor agrees to protect and keep confidential all Personal Information and their email, phone number, password, and/or other means of accessing their account via the Trado Platform by implementing appropriate technical and organizational measures. Contractor acknowledges that unauthorized use of Contractor's account, email, phone number, password, or other means of accessing their account could lead to financial loss and access to Contractor's sensitive personal and account information. If Contractor discloses (or otherwise allows to be made known) their account information, user ID, password, or other means of accessing their account to any person or entity, Contractor assumes all risks and losses associated with such disclosure. If Contractor believes someone may attempt to use, or has accessed, Contractor's account without Contractor's permission, or that any other unauthorized use or security breach has occurred, Contractor agrees to immediately notify Trado at support@trado.io.

2.10. From time to time, Trado may invite Contractors to participate in sessions to test new features or services within or related to the Trado Platform. Contractor shall keep confidential all information learned or obtained during such sessions and shall not disclose such information to anyone without Trado's express written consent.

2.11. Contractor shall at all times ensure that they use the most up-to-date version of the Trado Driver App available, have a mobile device capable of reliably running the most up-to-date version of the Trado Driver App, and not intentionally block or attempt to bypass any automatic Trado Driver App updates.

2.12. Contractor acknowledges that when engaging with the Trado Platform on a mobile device, data usage rates may apply.

3. CONTRACTED SERVICES

3.1. From time to time, the Trado Platform may notify Contractor of the opportunity to perform Contracted Services in accordance with orders placed by Consumers through the Trado Platform (each a "Contracted Service Opportunity"). Contractor agrees that by logging into the Trado Driver App as a Driver, Contractor is making themselves available to receive Contracted Service Opportunities, which Contractor may accept or reject.

3.2. For each Contracted Service Opportunity accepted by Contractor that involves picking up one or more items (“Items”) from one or more locations and delivering the Items to one more Consumers (a "Delivery Service Opportunity”), Contractor agrees to (a) proceed to the applicable pickup location(s), (b) retrieve the Item(s) in a safe and timely fashion, (c) ensure the Delivery Service Opportunity is accurately performed according to the instructions, specifications, or guidelines of the Consumer or any other party requesting the service and (d) complete delivery of the Item(s) to the Consumer(s) in a safe and timely fashion without taking any action that would change the condition of the Item(s) and while adhering to applicable law. A Delivery Service Opportunity is considered complete when all Items have been delivered to the Consumer(s), or, when applicable, placed in a designated area as instructed by the Consumer(s), in addition to any other task required for completion of the Delivery Service Opportunity as specified by the Consumer(s). Contractor agrees to timely mark each Delivery Service Opportunity as completed in the Trado Driver App upon completion. If the Consumer is not available, Contractor agrees that the Delivery Service Opportunity will be considered complete only if Contractor both (i) makes reasonable efforts to contact the Consumer and wait a reasonable time for the Consumer to accept the Item(s) by following the applicable flow in the Trado Driver App and (ii) either leaves the Item(s) at the Consumer location or returns the Item(s) if a return is required for a given Delivery Service Opportunity (as indicated at the time the Delivery Service Opportunity is offered). Under no circumstances may Contractor take or keep the Item(s).

3.3. Contractor understands and agrees that the parameters of each Contracted Service Opportunity are established by the Consumer, not Trado, and represent the end result desired, not the means by which Contractor is to accomplish the result. Contractor has the right to cancel a Contracted Service when, in the exercise of Contractor's reasonable discretion and business judgment, it is appropriate to do so. Contractor shall not attempt to induce or persuade a Consumer to cancel any Contracted Service.

3.4. Contractor acknowledges that Trado has discretion as to which, if any, Contracted Service Opportunities to present to Contractor, just as Contractor has the discretion whether to accept any Contracted Service Opportunity.

3.5. Contractor warrants that Contractor is engaged in Contractor's own business, separate and apart from Trado's business, which is to provide the Trado Platform.

3.6. Contractor authorizes Trado, during the course of any Contracted Services, to communicate with Contractor, the Consumers, and/or or facilitate direct communication between Contractor and the Consumers, to the extent permitted by Contractor, for the purposes of assisting Contractor in their performance of the Contracted Services. Under no circumstances, however, shall Trado be authorized to control the manner or means by which Contractor performs Contracted Services. This includes, but is not limited to, the following: (a) Trado does not require any specific type, or quality, of Contractor's choice of transportation; (b) Contractor does not have a supervisor or any individual at Trado to whom they report; (c) Contractor is not required to use any signage or other designation of Trado on their vehicle or person at any point in their performance of the Contracted Services; (d) Trado does not require Contractor to wear any uniform or particular apparel, and has no control over Contractor's personal appearance; and (e) Contractor does not receive performance evaluations by Trado.

3.7. Contractor shall comply with all applicable Trado policies and guidelines as may be published or communicated to Contractor from time to time.

3.8. In the event Contractor fails to fully perform any Contracted Service consistent with the parameters established by the Consumer or this Agreement(a "Service Failure"), Contractor shall forfeit all or part of the agreed upon fee for that service. If Contractor disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.

3.9. Contractor agrees to immediately notify Trado in writing by submitting a Support inquiry through support@trado.io if Contractor's services or scope of work differ in any way from what is contemplated in this Section 3.

4. CONTENT

Parts of the Trado Platform enable Contractor to provide feedback, text, photos, audio, video, information, and other content to Trado (collectively, “Content”). By providing Content, in whatever form and through whatever means, Contractor grants Trado a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. To the extent permitted by law, Contractor waives its moral rights (as defined under applicable law) with respect to any Content Contractor creates or contributes and Contractor unconditionally and irrevocably consents to Trado (and all persons authorized by Trado) (a) exercising any of the rights of an owner of copyright in the Content without attribution to Contractor as the author or by attributing ownership to another person and (b) to using, reproducing, dealing with, modifying, doing, or omitting to do, anything which would infringe or breach Contractor's moral rights in the Content. Contractor irrevocably waives and agrees not to enforce any moral rights they may have in the Content. If Content includes personal information, Trado's use of that personal information is subject to Trado's Privacy Policy. Contractor is solely responsible for all Content that Contractor provides and warrants that Contractor either owns it or is authorized to grant Trado the rights described in this Agreement. Contractor is responsible and liable if any of Contractor's Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable Trado policies. Contractor agrees that Trado may make available services or automated tools to translate Content and that Contractor's Content may be translated using such services or tools.

5. PRIVACY OF PERSONAL INFORMATION

5.1. Contractor may only process personal information (as that term is defined under applicable privacy laws) obtained in connection with the Contracted Services (“Personal Information”) in compliance with the terms of this Agreement and only for the limited and specified business purpose of providing the Contracted Services. Contractor shall comply with applicable privacy laws and provide the level of privacy protection for Personal Information as is required by those laws. Contractor shall not sell or share Personal Information. Contractor shall not (a) retain, use or disclose Personal Information (i) for any purpose other than the business purpose of providing the Contracted Services or (ii) outside of the direct business relationship between Trado and Contractor; or (b) combine Personal Information received in connection with the Contracted Services with personal information received from or on behalf of another person(s), or collected from Contractor's own interactions with individuals, unless permitted by applicable privacy laws. Contractor certifies that they understand and will comply with these requirements and restrictions.

5.2. Contractor shall process Personal Information only for the duration of this Agreement, or until otherwise instructed by Trado. To the extent Contractor maintains any Personal Information, Contractor shall promptly delete a particular individual's Personal Information from Contractor's records upon request by Trado. Trado may take any reasonable and appropriate steps to ensure that Contractor uses Personal Information in a manner consistent with Trado's obligations under applicable privacy laws. Contractor shall promptly notify Trado if at any time Contractor determines that they can no longer meet their obligations pertaining to Personal Information or applicable privacy laws. Upon notice to Contractor, Trado may take any reasonable and appropriate steps to stop and remediate the unauthorized use of Personal Information. Upon Trado's reasonable request, Contractor shall make available to Trado all information in Contractor's possession necessary to demonstrate Contractor's compliance with its obligations under this Agreement and applicable privacy laws. Trado shall have the right to monitor Contractor's compliance with this Agreement through any measures deemed appropriate by Trado. Contractor shall allow for and contribute to audits, including inspections, conducted by Trado or another auditor designated by Trado.

6. RELATIONSHIP OF PARTIES

6.1. The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create solely the relationship of independent contracting parties. This is not an employment agreement, and the parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.

6.2. Trado shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by Contractor. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in Trado have been inserted solely for the safety of Consumers and other contractors using the Trado Platform or to achieve compliance with federal, state, provincial, or local laws, regulations, and interpretations thereof.

6.3. Trado shall report all payments made to Contractor on a calendar year basis using an appropriate IRS Form 1099, or such other form as required by the applicable jurisdiction, if the volume of payments to Contractor qualifies for such reporting. Contractor agrees to report all such payments and any cash gratuities to the appropriate federal, provincial, and local tax authorities, as required by law. Where required by law, Contractor understands and agrees to remit all required payments to the appropriate federal, provincial, and local tax authorities.

7. PAYMENT FOR SERVICES

7.1. Unless a different rate of pay is negotiated or Contractor is notified otherwise by Trado in writing or except as provided herein, Contractor will receive payment for all Contracted Services fully performed in an amount consistent with Trado's then current and publicly provided pay model (which can be found here: https://www.trado.io/help-center/); provided, however, that unless a different pay model is disclosed by Trado, then Contractor will be entitled to receive 90% of actually collected fair amounts for completed Contracted Services. Trado reserves the right to adjust or withhold all or a portion of payment owed to Contractor if Trado reasonably believes that Contractor has defrauded or abused, or attempted to defraud or abuse, the Trado Platform. Nothing prevents the parties from negotiating a different rate of pay, and Contractor is free to accept or reject any such opportunities to be paid at different rates.

7.2. Trado's online payment software may permit Consumers to add a gratuity to be paid to Contractor, and Consumers can also pay a gratuity to Contractor in cash. Contractor shall retain 100% of any gratuity, less any related payment processing or other third party fees, paid by the Consumer to Trado, whether by cash, credit card, or other means.

7.3. For purchases that involve Consumer payment via the Trado Platform, Trado will process payments made by such Consumers and transmit applicable payment for the Contracted Services to Contractor. Contractor can view their available payment options, and their applicable terms and eligibility restrictions on the Contractor portal. Contractor is responsible for verifying the accuracy of their bank account and/ or debit card information to receive timely payments. Trado is not responsible for lost or late payments due to incorrect routing and/or account information.

7.4. By agreeing to any separate contract with a third party to process payments owed under this Agreement to Contractor, Contractor agrees that Trado shall discharge its payment obligations to Contractor by funding the amounts payable and directing the third-party processor to pay such funded amounts to Contractor. After Trado funds and directs payment, any failure or refusal by the third-party processor to issue payment to Contractor shall be the responsibility of Contractor to resolve.

7.5. From time to time, Trado may offer various promotions or referral programs. These promotional or referral programs in no way are meant to infer an employment relationship or any other type of relationship between the parties other than that which is set forth herein. Contractor agrees that they will not manipulate or abuse any such promotion or referral programs by, among other things: (a) tampering with the location feature on their mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or (c) creating multiple contractor or consumer accounts. Contractor understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of their account.

7.6. In the event there is a Service Failure, Contractor shall not be entitled to payment as described above (as determined in Trado's reasonable discretion). Any withholding of payment shall be based upon evidence provided by the Consumer, Contractor, and/or any other party with information relevant to the dispute. Trado shall make the initial determination as to whether a Service Failure was the result of Contractor's action or omission. Contractor shall have the right to challenge Trado's determination through any legal means contemplated by this Agreement; however, Contractor shall first notify Trado in writing at support@trado.io of the challenge and provide Trado the opportunity to resolve the dispute. Contractor should include any documents or other information in support of their challenge.

8. EQUIPMENT AND EXPENSES

8.1. Contractor represents that they have or will lawfully acquire a vehicle and all other equipment necessary to perform Contracted Services ("Equipment"), and Contractor is solely responsible for ensuring that any vehicle used to perform Contracted Services conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.

8.2. Contractor agrees that they are responsible for all costs and expenses arising from their performance of Contracted Services, including, but not limited to, costs related to Contractor's Personnel (defined below) and Equipment. Typical expenses may include, but are not limited to, gas, vehicle maintenance, traffic fines or penalties, parking fees, and mobile device costs and fees (including applicable text messaging or data rates determined by Contractor's carrier). Except as otherwise required by law, Contractor assumes all risk of damage or loss to their Equipment.

9. PERSONNEL

9.1. In order to perform any Contracted Services, Contractor must, for the safety of the Trado Platform, pass a background check and identity verification administered by third-party vendors, subject to Contractor's lawful consent. Contractor may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of Contractor) to perform all or some of the Contracted Services (collectively, "Personnel"), provided any such Personnel meet all the requirements applicable to Contractor including, but not limited to, entering into a written contract between Contractor and such other party, accepting the terms of this Agreement, separately completing the process to receive Contracted Service Opportunities, and being eligible to provide the Contracted Services in the applicable geographic location. To the extent Contractor utilizes their own Personnel in the performance of Contracted Services, Contractor shall be solely responsible for the direction and control of all such Personnel.

9.2. Contractor assumes full and sole responsibility for the payment of all amounts due to their Personnel for work performed in relation to this Agreement, including all wages, benefits, holiday pay, and expenses, if any, and for all required state, provincial and federal income tax withholdings, applicable goods and services taxes, insurance, duties or levies, unemployment insurance contributions, and social security taxes as to Contractor and all Contractor Personnel in the performance of Contracted Services. Trado is not an employer or joint employer of Contractor Personnel, and shall have no responsibility for any wages, benefits, expenses, or other payments due Contractor Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to Contractor or their Personnel. Neither Contractor nor their Personnel shall receive any wages, including vacation pay or holiday pay, from Trado, nor shall they participate in or receive any other benefits, if any, available to Trado's employees.

9.3. Unless mandated by law, Trado shall have no authority to withhold state, provincial, or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state, provincial, or federal tax on behalf of Contractor or their Personnel.

9.4. If Contractor uses the services of any Personnel to perform the Contracted Services, Contractor's Personnel must satisfy and comply with all of the terms of this Agreement, which Contractor must make enforceable by written agreement between Contractor and such Personnel. A copy of such written agreement must be provided to Trado at least 7 days in advance of such Personnel performing the Contracted Services, and Contractor must notify Trado when their Personnel will be performing Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure Contractor's compliance with the terms of this Agreement.

10. INSURANCE

10.1. Contractor shall at all times during the term of this Agreement maintain current insurance in amounts and of types required by law to provide the Contracted Services and cover Contractor during performance of the Contracted Services, at their own expense. Contractor acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and grounds for termination of the Agreement and the loss of Contractor's right to receive Contracted Service Opportunities

10.2. Notification of Coverage. Contractor agrees to deliver to Trado, upon request, current certificates of insurance as proof of coverage. Contractor agrees to provide updated certificates each time Contractor purchases, renews, or alters Contractor's insurance coverage. Contractor agrees to give Trado at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement.

10.3. Workers' Compensation/Occupational Accident Insurance. Contractor agrees that Contractor will maintain sufficient insurance to cover any risks or claims arising out of or related to Contractor's relationship with Trado, including workers' compensation insurance where required by law. Contractor acknowledges and understands that, unless otherwise required by law, Contractor will not be eligible for workers' compensation benefits through Trado and is instead responsible for maintaining their own workers' compensation insurance or occupational accident insurance.

10.4. Contractor's Cooperation. For the purpose of assisting with Trado's compliance with insurance obligations, Contractor agrees to notify Trado and/or their carrier of any purported occurrence, dispute, incident or accident (“Event”) while logged into the Trado Driver App and/or any Event that took place immediately before or after logging in or out of the Trado Driver App within 48 hours of the Event, where practicable. Contractor agrees to provide any cooperation and assistance that may be requested by a representative or agent of the applicable insurance carrier in relation to any Event while Contractor is logged into the Trado Driver App, including any investigation into the moments leading up to or immediately after the subject Event.

11. COMMUNICATIONS

11.1. By executing this Agreement, Contractor expressly agrees: (a) to accept and receive communications from or on behalf of Trado and its corporate affiliates, partners, or other third parties providing services to Contractor or to or on behalf of Trado, including communications via email, SMS/text message, direct message, chat, calls, and push notifications to the contact information that Contractor provides in connection with Contractor's relationship or interaction with Trado and/or its corporate affiliates, and (b) that SMS/text messages and calls (including pre-recorded/automated message calls) may be delivered to Contractor's phone or device including via an automatic telephone dialing system. The communications may include, without limitation, transactional or relationship messages (e.g., messages about Contracted Services, security, responses to communications initiated by Contractor, earnings for Contracted Services, updates to policies/legal agreements); commercial or marketing messages; newsletters; and customer support. The communications may be sent regardless of whether Contractor has performed any Contracted Services (e.g., if Contractor has started but not completed signing up to be a Contractor). Contractor acknowledges that receiving commercial or marketing messages or calls is not a requirement or condition for Contractor to perform or engage in the Contracted Services. Message and data rates may apply and message frequency may vary. If there are changes to Contractor's contact information, Contractor agrees to update Contractor's account to help prevent or limit Trado inadvertently communicating with someone else.

11.2. The opt-out options for communications are set out below. If Contractor opts-out of receiving communications via one channel (for example, email, SMS/Text message) that opt-out will only apply to the specific channel for which the opt-out is submitted (for example, if Contractor opts-out of receiving email communications, it will not apply to SMS/text messages that Trado may send). Please see the following for more information:

11.2.1. For email communications that permit an opt-out, there is an opt-out mechanism in the messages. For certain transactional or relationship email messages (such as messages about Contracted Services, security, responses to communications initiated by Contractor, earnings for Contracted Services, updates to policies/legal agreements) the only opt-out option is to delete Contractor's account.

11.2.2. For SMS/text messages, Contractor can opt-out of receiving all non-transactional (commercial/ marketing messages) SMS/text messages from Trado by replying “STOP” to a message or sending “STOP” to via email with your phone number to support@trado.io. To opt-out of transactional SMS/text messages, the only option is to delete Contractor's account. If Contractor opts-out, Trado may send a one-time SMS/text message confirming the opt-out.

11.2.3. For phone calls, Contractor can submit a request to be added to Trado's internal do not call list by making the request during the call or contacting Trado Support.

12. INDEMNITY

12.1. Trado agrees to indemnify, protect and hold harmless Contractor from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from the failure of the Trado Platform to perform as represented in writing or intellectual property/IP infringement claims.

12.2. Contractor agrees to indemnify, protect and hold harmless Trado, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of Contractor and/or their Personnel arising from the performance of Contracted Services under this Agreement, including personal injury or death to any person (including to Contractor and/or their Personnel), as well as any liability arising from Contractor's failure to comply with the terms of this Agreement. Contractor's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Trado or its parent, subsidiary, and/or affiliated companies.

12.3. Contractor agrees to indemnify, protect and hold harmless Trado, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state, provincial, and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state, provincial, and local laws, with respect to Contractor and Contractor Personnel.

12.4. Contractor shall be responsible for, indemnify, and hold harmless Trado, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of Contractor's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, provincial, or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

13. MUTUAL ARBITRATION PROVISION

13.1. Contractor and Trado mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, including but not limited to Contractor's classification as an independent contractor, Contractor's provision of Contracted Services to Consumers, or other individuals or businesses, the payments received by Contractor for providing services to Consumers, or other individuals or businesses, the termination of this Agreement, and all other aspects of Contractor's relationship with Trado, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Contractor's relationship or the termination of that relationship with Trado

13.2. This Mutual Arbitration Provision extends to disputes between Contractor and any Trado affiliates, subsidiaries, successors, related entities, agents, employees, contractors, subcontractors, insurers, licensees, assignees, vendors, and suppliers (“Related Third Parties”) that arise out of or relate to this Agreement or the Trado Platform. This Mutual Arbitration Provision is expressly intended to inure to the benefit of, and be enforceable by, the Related Third Parties. This Mutual Arbitration Provision also applies to claims brought by an association or organization of which Contractor or Trado is a member, if the association's or organization's claims are asserted in a representative capacity, the association or organization seeks to redress harm allegedly suffered by Contractor or Trado, or the claim would otherwise be covered by this Mutual Arbitration Provision if the claim were brought directly by Contractor or Trado. The parties agree that upon learning of such claims brought by an association or organization, the parties must take all reasonable steps to move the dispute into arbitration, including, but not limited to (a) requesting that the party's association or organization resolve the dispute in arbitration under this Mutual Arbitration Provision, and (b) informing the relevant court or tribunal of the existence of this Mutual Arbitration Provision and requesting the court or tribunal to compel arbitration. This Mutual Arbitration Provision does not apply to any claims that cannot be arbitrated under applicable law, including but not limited to 9 U.S.C. § 401 et seq., after accounting for FAA preemption

13.3. The parties expressly agree that this Mutual Arbitration Provision shall be governed by the FAA even if Contractor and/or Trado are otherwise exempted from the FAA. Any disputes regarding the FAA's application shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which Contractor has performed the majority of Contracted Services shall apply, or, if Contractor has not performed any Contracted Services, the state law governing arbitration agreements in the state in which Contractor's primary residence is located shall apply

13.4. To the extent the parties have related arbitrable and non-arbitrable disputes, the arbitrable disputes shall proceed first in arbitration and the non-arbitrable disputes shall be stayed, and any applicable statutes of limitations tolled, pending completion of the arbitration.

13.5. Informal Dispute Resolution. Contractor and Trado agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Contractor and Trado therefore agree that, before either Contractor or Trado demands arbitration against the other, they will offer to personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Provision. If Contractor is represented by counsel, Contractor's counsel may participate in the conference, but Contractor shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Trado that Contractor intends to initiate an informal dispute resolution conference, email support@trado.io, providing Contractor's name, the telephone number associated with Contractor's Trado driver account (if any), the email address associated with Contractor's Trado driver account, and a description of Contractor's claims. We may then send Contractor an Informal Dispute Resolution Conference Request form, which Contractor must fill out completely to initiate the informal dispute resolution conference. If Trado intends to initiate an informal dispute resolution conference, Trado shall do so by emailing the email address associated with Contractor's Trado Driver App account, and providing a description of Trado's claims. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party's claims. If the party receiving the informal dispute resolution notice declines to engage in an informal dispute resolution conference or fails to respond to the claimant's notice, then the claimant may initiate an arbitration 60 days after providing the notice. For sake of clarification only, if the party receiving the informal dispute resolution notice declines to engage in an informal dispute resolution conference or fails to respond to the claimant's notice, that shall not constitute a breach of, or failure to comply with, this provision.

13.6. The arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party failed to comply with these informal dispute resolution procedures, the parties agree that the party that failed to comply with the informal dispute resolution procedures shall be responsible for paying any arbitration filing fees and costs incurred by the other party. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph. Likewise, if the party receiving the informal dispute resolution notice declines to engage in an informal dispute resolution conference or fails to respond to the claimant's notice, then the statute of limitations and any filing fee deadlines shall be tolled during the 60 day period between when the claimant provides notice and when the claimant is permitted to initiate the arbitration.

13.7. If, following the informal resolution process, either Contractor or Trado wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period (after accounting for any tolling, including the tolling provided for in the prior section). This demand for arbitration must include (a) the name and address of the party seeking arbitration, (b) a statement of the legal and factual basis of the claim, (c) a description of the remedy sought, (d) the amount in controversy, and (e) the personal signature of the party seeking arbitration. Any demand for arbitration by Contractor must be delivered to the counsel who represented Trado in the informal resolution process, or if there was no such counsel, then to 11911 San Vicenta Blvd, Suite 375, Los Angeles, CA 90049, Attn: CEO and Legal.

13.8. Arbitration Class Action Waiver. Contractor and Trado mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action, consolidated action, and/or representative action (“Arbitration Class Action Waiver”). If applicable law (after taking into account FAA preemption) allows parties to waive their right to bring claims pursuant to the Private Attorney General Act (“PAGA”), California Labor Code section 2699 et seq., or the right to seek a public injunction, then the parties mutually agree to waive their right to bring PAGA claims and claims for public injunctive relief under this Arbitration Class Action Waiver. Contractor and Trado agree that all disputes and claims shall be resolved in arbitration on an individual basis only (whether Contractor has been personally aggrieved or subject to any violations of law), and that any such proceeding may not be used to resolve the claims or rights of other individuals (to resolve whether other individuals have been aggrieved or subject to any violations of law). Further, any dispute or claim belonging to a party, for the benefit of a party, or seeking relief owed to a party brought by anyone (including but not limited to claims by government entities or officials for restitution) shall be resolved in arbitration on an individual basis only. If any provision, portion, or application of this Arbitration Class Action Waiver is found to be unenforceable or unlawful for any reason, (a) the unenforceable provision, portion, or application shall be severed from this agreement; (b) severance of the unenforceable provision, portion, or application shall have no impact on the Mutual Arbitration Provision (including the provision, portion, or application of the Arbitration Class Action Waiver that remains valid) or the parties' attempt to arbitrate any remaining claims on an individual basis under the Mutual Arbitration Provision (including the provision, portion, or application of the Arbitration Class Action Waiver that remains valid); and (c) the class, collective, consolidated, or representative action brought on behalf of other individuals must be litigated in a civil court of competent jurisdiction and not in arbitration (but stayed pending the completion of arbitration of any arbitrable disputes per Section 13.4 above). The parties intend that this agreement achieve the same result as in Viking River Cruises, Inc. v. Moriana, 142 S. Ct. 1906, 1925 (2022)—i.e., that individual PAGA claims be decided in individual arbitration and that, to the extent the Arbitration Class Action Waiver is invalid in whole or in part, non-individual PAGA claims subsequently be decided by a court of competent jurisdiction (to the extent the plaintiff has standing to maintain such a claim). Nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.

13.9. Notwithstanding any other clause contained in this Agreement or the ABA Rules, as defined below, any claim that all or part of the Arbitration Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable, and all disputes regarding the payment of arbitrator or arbitrationorganization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court.

13.10.Contractor agrees and acknowledges that entering into this Mutual Arbitration Provision does not change Contractor's status as an independent contractor in fact and in law, that Contractor is not an employee of Trado or any Consumer and that any disputes in this regard shall be subject to arbitration as provided in this Agreement.

13.11.Any arbitration shall be governed by the American Arbitration Association (“AAA”) Commercial Arbitration Rules and Medication Procedures and, when applicable, the AAA Mass Arbitration Supplemental Rules (together, the “AAA Rules”), except as follows:

13.11.1. The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the AAA Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute. Nothing in this Agreement or the AAA Rules is intended to override or displace any statutory rights to disqualify an arbitrator.

13.11.2. If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of Contractor's residence as of the effective date of this Agreement.

13.11.3. AAA's fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, Trado and Contractor shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but Contractor's share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. If required by applicable law, Trado shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.

13.11.4. The Arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

13.11.5. Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the applicable state or federal substantive law, or both, as is applicable.

13.11.6. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

13.11.7. The Arbitrator's decision or award shall be in writing and shall include findings of fact and conclusions of law

13.11.8. The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.

13.11.9. The award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The Arbitrator's decision is final and binding on Contractor and Trado

13.11.10.Either Contractor or Trado may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

13.12.Mass Filing and Bellwether Protocols (please read this section carefully). If, at any time, 25 or more similar demands for arbitration are asserted against either party or their related parties by the same or coordinated counsel or entities (“Mass Filing”), the additional protocols set forth below shall apply:

13.12.1. AAA's Mass Arbitration Supplemental Rules shall apply if the parties' dispute is deemed by AAA, in its sole discretion pursuant to the AAA Rules and this Mutual Arbitration Provision, to be part of a Mass Filing.

13.12.2. Within five (5) business days of being notified by AAA that arbitration demand(s) have been filed, any party may file a Request for Appointment of a Procedural Arbitrator with AAA to determine (a) whether a particular demand(s) is/are part of the Mass Filing as defined by the AAA Rules, procedures or requirements based on that determination and/or (b) if a demand(s) is/are categorized as part of the Mass Filing, whether the particular demand(s) was/were filed in accordance with the terms and conditions of this Mutual Arbitration Provision, including in accordance with the informal dispute resolution procedures described above.

13.12.3. Any Mass Filing shall be subject to a bellwether proceeding intended to reach a fair and speedy resolution of all claims included in the Mass Filing. In any Mass Filing, AAA shall randomly select 4 demands for arbitration to proceed, and then claimants and respondents shall each select 3 demands for arbitration to proceed, for a total of 10 arbitrations (the “Bellwether Arbitrations”). While the Bellwether Arbitrations are adjudicated, all other demands for arbitration that are part of the Mass Filing shall be held in abeyance and stayed, and no party shall be responsible for paying any administrator or arbitrator fees (other than AAA's initial filing/administrative fees, and Procedural Arbitrator fees, if applicable) while the Bellwether Arbitrations are adjudicated. Any applicable statute of limitations regarding those demands shall remain tolled beginning when the Mass Filing claimant first provided the other party with notice of its intent to initiate an informal dispute resolution conference, as defined above.

13.12.4. The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration within 120 days of its initial pre-hearing conference.

13.12.5. Following the resolution of all of the Bellwether Arbitrations, the parties shall engage in a global mediation of all remaining demands for arbitration comprising the Mass Filing. The mediation shall be administered by AAA.

13.12.6. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within 30 days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be administered by AAA on an individual basis pursuant to the AAA Rules.

13.12.7. The parties agree that these bellwether proceeding protocols are designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of Contractors who are not selected for a Bellwether Arbitration.

13.12.8. If any part of this Section 13.12 is found to be unenforceable, then the parties agree that that part shall be severed, and the remaining parts shall be enforced.

13.13.Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Trado will not retaliate against Contractor for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under section 7 of the National Labor Relations Act. Disputes between the parties that, after taking into account FAA preemption, may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.

13.14.The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules and Mediation Procedures” and “AAA Mass Arbitration Supplemental Rules” using a service such as www.google.com or by asking Trado's Legal Department to provide a copy (by submitting a written request to 11911 San Vicenta Blvd, Suite 375, Los Angeles, CA 90049, Attn: Legal).

13.15.Contractor's Right to Opt Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of Contractor's contractual relationship with Trado, and therefore each new Contractor may submit a statement notifying Trado that Contractor wishes to opt out and not be subject to this Mutual Arbitration Provision. If you are an existing Contractor and have agreed to a prior version of this Agreement with Trado without opting out of the Mutual Arbitration Provision contained therein, you do not have an opportunity to opt out of this Mutual Arbitration Provision. If you are an existing Contractor and have validly opted out of the Mutual Arbitration Provision in a prior version of the Agreement, that opt out will not be effective for disputes arising under this Agreement; if you want to opt out of arbitration for claims arising under this Agreement, you must submit a new opt out to Trado. In order to opt out, a new Contractor (or an existing Contractor that validly opted out of arbitration in a prior version of the Agreement) must notify Trado in writing of Contractor's intention to opt out by sending a letter, by First Class Mail, to 11911 San Vicenta Blvd, Suite 375, Los Angeles, CA 90049, Attn: Legal. Any attempt to opt out by email will be ineffective. The letter must state Contractor's intention to opt out. In order to be effective, Contractor's opt-out letter must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by Contractor themselves, and not by any agent or representative of Contractor. The letter may opt out, at most, only one Contractor, and letters that purport to opt out multiple Contractors will not be effective as to any. No Contractor (or their agent or representative) may effectuate an opt out on behalf of other Contractors. If Contractor opts out as provided in this paragraph, Contractor will not be subject to any adverse action from Trado as a consequence of that decision and they may pursue available legal remedies without regard to this Mutual Arbitration Provision. If Contractor does not opt out within 30 days of the effective date of this Agreement, Contractor and Trado shall be deemed to have agreed to this Mutual Arbitration Provision. Contractor has the right to consult with counsel of Contractor's choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).

13.16.Except as specified in the prior paragraph, this Mutual Arbitration Provision supersedes any and all prior arbitration agreements between Contractor and Trado and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

14. LITIGATION CLASS ACTION WAIVER

To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 14 Contractor and Trado agree that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because Contractor opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and the parties agree not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Contractor or Trado acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). Contractor and Trado further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect. For sake of clarification only, nothing in this section shall be construed to prohibit settlements on a class-wide, collective, and/ or representative basis.

15. PROPRIETARY RIGHTS AND LICENSES

15.1. All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the Trado Platform, together with the underlying software code and any and all rights in, or derived from, the Trado Platform, are proprietary and owned either directly by Trado or by Trado's licensors and are protected by applicable intellectual property and other laws. Contractor agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the Trado Platform to perform the Contracted Services in compliance with the terms of this Agreement. No portion of the Trado Platform may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. Contractor agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Trado Platform or any intellectual property rights therein in any manner, and Contractor shall not exploit the Trado Platform or any intellectual property rights therein in any unauthorized way whatsoever.

15.2. Trado hereby grants Contractor a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Trado Platform solely for their lawful use to perform the Contracted Services in accordance with these terms of this Agreement. Trado retains all rights, title, and interest in and to the Trado Platform and its other intellectual property rights therein. Any such license shall terminate upon termination of this Agreement.

15.3. Contractor acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by Contractor to Trado regarding the Trado Platform are provided freely and shall become the sole property of Trado. Trado shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to Contractor.

16. LEGAL PROCESSES AFFECTING TRADO ACCOUNTS

If legal action such as a garnishment, levy or other state, provincial, or federal legal process (“Legal Process”) is brought against Contractor's Trado driver account, Trado will not contest on Contractor's behalf any such Legal Process and may take action to comply with such Legal Process as Trado determines to be appropriate in the circumstances without liability to Contractor. Contractor agrees that Trado may honor Legal Process that is served by any means at any Trado facility or at the office of any agent authorized by appointment or by law to receive service on behalf of Trado, even if such service is insufficient under law. Contractor acknowledges that Legal Process against Contractor's Trado account may result in delays in payments to Contractor. Trado shall not be liable to Contractor on account of any losses resulting from such delay.

17. TERMINATION OF AGREEMENT

17.1. Contractor may terminate this Agreement at any time, for any reason or no reason, upon written notice to Trado, provided that, in order to allow Trado reasonable time to process such termination, Contractor's notice will not be effective until the earlier of (a) seven (7) days following Trado's receipt of said notice or (b) deactivation of Contractor's Trado driver account.

17.2. Trado may terminate this Agreement and deactivate Contractor's driver account for a material breach of this Agreement or any of Trado's written policies applicable to the Trado Platform. Notwithstanding the foregoing, Trado reserves the right to temporarily remove access to the Trado Platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance with Legal Process, or when deemed necessary by Trado to protect the safety and security of Trado users.

17.3. Notwithstanding any other provision in this Agreement, Trado reserves the right to modify its written policies applicable to the Trado Platform if, in Trado's good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the Trado Platform.

17.4. Contractor's and Trado's obligations and rights arising under the Mutual Arbitration Provision of this Agreement (in Section 13) shall survive termination of this Agreement.

18. DISCLAIMERS

18.1. TRADO PROVIDES ITS PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND CONTRACTOR'S ACCESS TO THE TRADO PLATFORM IS NOT GUARANTEED TO RESULT IN ANY CONTRACT SERVICES OPPORTUNITIES. TRADO DOES NOT WARRANT THAT THE TRADO PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET CONTRACTOR'S REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT TRADO'S TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TRADO WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT CONTRACTOR'S ACCESS TO THE TRADO PLATFORM.

18.2. TRADO PROVIDES LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CONSUMERS WHO MAY REQUEST OR ACTUALLY RECEIVE CONTRACTED SERVICES FROM YOU. TRADO DOES NOT SCREEN OR EVALUATE THESE CONSUMERS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON- INFRINGEMENT. TRADO EXCLUDES ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.

18.3. TRADO MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE CONTRACTED SERVICES AND IMPROVE THE EXPERIENCE OF CONSUMERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED

19. MODIFICATION

Trado may modify this Agreement at any time. When Trado makes material changes to this Agreement, it will post the revised Agreement on the Trado Platform and update the “Last Updated” date at the top of the Agreement. Trado will also provide Contractor with notice of any material changes before the revised Agreement becomes effective. If Contractor disagrees with the revised Agreement, Contractor may terminate the Agreement as provided herein. If Contractor does not terminate the Agreement before the date the revised Agreement becomes effective, Contractor's continued access to or use of the Trado Platform will constitute acceptance of the revised Agreement. Trado may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting. Continued use of the Trado Platform after any such changes shall constitute Contractor's consent to such changes.

20. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

20.1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties, or unless Trado modifies the Agreement pursuant to Section 19. Before accepting any modifications, alterations, changes or amendments, Contractor shall have the right to discuss any proposed changes with Trado and consider whether to continue their contractual relationship with Trado. This Agreement supersedes any prior contract between the parties. To the extent Trado's consumer-facing Terms and Conditions is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement (in Section 13) does not affect the enforceability of any arbitration agreement in the consumer-facing Terms and Conditions to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that Trado may assign its rights and obligations under this Agreement to an affiliate of Trado or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to Trado shall be deemed to include such successor(s).

20.2. The failure of Trado or Contractor in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

21. THIRD-PARTY SERVICES

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

22. MISCELLANEOUS

22.1. Captions Section Headings. Captions and section headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.

22.2. Severability. Except as specifically provided in Section 13, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.

22.3. Governing Law. Except for the Mutual Arbitration Provision in Section 13, which, with respect to section 14, is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section 13, shall be the rules of law of the state in which Contractor has performed the majority of Contracted Services, or, if Contractor has not performed any Contracted Services, the rules of law of the state, territory, or province in which Contractor's primary residence is located.

22.4. Forum Selection. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both Contractor and Trado agree that such litigation will be conducted exclusively in the state, territory, or province in which Contractor has performed the majority of Contracted Services, or, if Contractor has not performed any Contracted Services, the state, territory, or province in which Contractor's primary residence is located. This provision applies to any and all claims or disputes arising out of or relating to the subject matter of this Agreement; the Trado Platform or services; any Contracted Services or activities incidental to Contracted Services; payments related to this Agreement; and communications by either of the parties or between the parties related to any of the foregoing. This includes, without limitation, contract claims, tort claims, statutory claims, claims for unfair competition, and claims brought under labor or employment law.