Tandem Terms of Use Last Updated: June 25, 2020 These Terms of Use ("Terms of Use") govern your use of the Join Tandem Inc. ("Tandem") website located at (our "Site"), our mobile application for sitters (our "App") and our text based service (our "Text Service") for parents and legal guardians (collectively, our "Services"). In these Terms of Use, Tandem may also be referred to with terms such as "we," "us," or "our," and users of our Services are referred to with terms such as "you" and "your." Parents, legal guardians and grandparents who are looking for help caring for their child or grandchild are referred to as "Parents" and persons who are willing to provide that care are referred to as "Sitters." Please review these Terms of Use carefully as they affect your legal rights and obligations. All participants in the Services must accept and comply with these Terms of Use including our Privacy Policy. Portions of the Services may be subject to additional terms and conditions which will be presented to you the first time you use those portions of the Services or when those specific terms and conditions change in any significant manner. These Terms of Use include: (1) an arbitration provision; (2) a waiver of rights to a trial by jury; (3) a waiver of rights to bring a class action against us; and (4) a release by you of certain damages against us that may arise out of your use of the Services. If you are a Sitter, you must consent to a limited background check. Only Sitters with clean background checks will be included as a Sitter in the Service. By using the Services or downloading our App, you accept all of the provisions of these Terms of Use and represent to us that you are legally competent to enter into and agree to these Terms of Use. If you do not accept these Terms of Use, then you may not use any portion of the Services or download the App. I. TANDEM SERVICES 1. General Description. Our Services give Parents and qualified Sitters the tools they need to find each other. When Parents need someone to watch their children, they send us a request by text message. We send the Parents a Google Doc so they can tell us the qualifications they desire in a sitter, and the date, time and location a sitter is needed, and we match the need with the Sitters registered with our Service. Once we identify a match, we send the Parents a bio for each matching Sitter. The bio does not include the name or contact information of the Sitters. Contact information for the Sitter and the Parent is provided only after a Parent has accepted the Sitter for the job. The Sitter sets the price for the job and we communicate that to the Parent. If the Sitter’s qualifications and price for the job are acceptable to the Parent, the Parent lets us know and we provide the Sitter’s name and contact information to the Parent and we provide the Parent’s name, contact information and location for the job to the Sitter. As explained in Section 6 below, we accept and disburse payments as authorized agent of the Sitters. Each Parent provides us with information about their bank account, and we debit their account after the relevant job is complete. We have partnered with a financial institution that issues debit cards to Sitters (such financial institution, the “Partner Bank”) which are used to receive and access payments for jobs (each, a “Debit Card”). We work with the Partner Bank to facilitate the issuance and provision of Debit Cards to the Sitters and disburse payments from Parents for jobs to the Sitters’ Debit Cards. 2. Where our Services are Available. Our Services are currently available only in the Columbus, Ohio, area. As we grow, we will add more cities. Information will be available on our Site and in our App, and we may send you notices by text, email or regular mail as we expand. 3. Sitters are Independent Contractors. We do not employ any Sitters. Sitters work for themselves to provide Parents with their services. We do not recommend or make any representations or warranties about the Sitter or the Sitter’s qualifications, other than the limited statements we make about whether we have checked references or obtained a background check as described below in these Terms of Use. All other information is provided to us by the Sitters and we do not independently verify that information. We do not direct, control or supervise how Sitters work, and are not responsible for the timeliness or quality of the services provided by Sitters or any acts or failures to act by Sitters, whether negligent, intentional or criminal. Except as otherwise stated herein, we are not responsible for the payment by Parents, benefits, social security withholding, tax withholding, or any other employment related payments or withholdings. The engagement of a Sitter by a Parent is based on any agreement made between them; Tandem is not a party to that agreement. Parents are solely responsible for compensating Sitters, complying with any applicable employment or other laws in connection with hiring any Sitter, including verifying the age of the Sitter they select, and the Sitter’s eligibility to work in the U.S. 4. Disclaimer About Reference Checks and Background Checks. We perform limited background checks on all Sitters but do not currently perform reference checks on all Sitters. If we state in a Sitter’s bio or profile that we have checked references, that means we have performed a one-time limited check on the references provided to us by Sitter. The contents of background checks or reference checks will not be shared with Parents. Any screening we have conducted on a Sitter is limited and should not be considered as complete, accurate or up-to-date or as a guarantee of the Sitter’s qualifications or suitability as a sitter for your child. Parents are solely responsible for interviewing prospective Sitters, verifying information provided by Sitters (directly or through the Services, such as information contained in a bio or profile), and making the final decision whether or not to engage a particular Sitter. 5. Sitter Consent to Reference Checks and Background Checks. By registering for a User Account and seeking jobs as a Sitter, Sitter hereby agrees that Tandem has the right, but not the obligation, to check any references you provide and to conduct background checks, either through Tandem's own staff or through use of a third-party consumer reporting agency, on an ongoing basis ("Background Screening") and to use your personal information for these purposes. We currently use Evident ID Inc. to perform background checks on Sitters. Background Screening may be regulated by the federal Fair Credit Reporting Act ("FCRA") and certain state laws, and the reports resulting from these services may be considered "consumer reports" under FCRA. Tandem may review and use the information provided through the Background Screening to determine your suitability to participate as a Sitter through the Services and to terminate your participation in the Services and/or your User Account based on the information Tandem receives from through the Background Screening, even if such information was subsequently changed or corrected. If we terminate your User Account or access to the Services on the basis of information in a third-party background report, we will provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You understand and agree that Tandem does have any responsibility for the quality, accuracy, or reliability of the information included in these checks and that any errors or inaccuracies in the report must be addressed with the consumer reporting agency that issued it (and not Tandem) within the time period specified in the notice provided to you. SUBJECT TO ANY ADDITIONAL AUTHORIZATION REQUIRED BY LAW, YOU GIVE YOUR CONSENT TO TANDEM TO PERFORM BACKGROUND SCREENING FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT BACKGROUND SCREENING TO BE PERFORMED, YOU SHOULD NOT PARTICIPATE AS A SITTER THROUGH THE SERVICES. 6. Payments. Sitter expressly authorizes and appoints Tandem to act as Sitter’s limited authorized payment collection agent solely for the purpose of receiving, holding, and/or disbursing payments from a Parent on behalf of Sitter in connection with any agreement made between the Parent and Sitter using the Services. Sitter acknowledges and agrees that payment received by Tandem as Sitter’s agent shall be considered and treated the same as a payment made directly to Sitter, and Sitter will be responsible for fulfilling its obligations to the Parent in the same manner as if Sitter had received such payment directly. Sitter understands that as Tandem accepts payment from a Parent as Sitter’s agent, Tandem’s obligation to pay Sitter is subject to and conditional upon successful final receipt of the associated payment from the relevant Parent. Sitter agrees that upon Tandem’s successful final receipt of payment from the relevant Parent, such Parent’s obligation to Sitter with respect to such payment is extinguished, and Tandem is responsible for providing payment to Sitter in accordance with these Terms of Use. In the event that Tandem does not remit or otherwise provide such amounts to Sitter in accordance with these Terms of Use, Sitter will only have recourse against Tandem, and not the relevant Parent. If you are a Parent, you must also provide us with complete and accurate information regarding at least one deposit account that you maintain at U.S. financial institution, which will be used as the sole source of funds for any payment that you authorize in connection with the Services. Parents link their credit card through a secure Stripe link. You acknowledge and agree that your credit card must be verified prior to your access to, and use of, the Services, and that we or our payments processor may verify your credit card through any commercially reasonable method, including through a micro-deposit made to your bank account, or an instant account verification process provided by a third party service provider. You will provide to us and our payments processor all authorizations which may be necessary to debit your credit card in connection with payments you initiate in connection with the Services. Parents will approve each payment before it is sent to sitters. Further, if you are entitled to a refund or other adjustment in connection with a payment that you previously initiated, you hereby us to credit the relevant amount to your bank account (as reflected by the information then associated with your User Account). You are solely responsible for complying with all terms and conditions established by your financial institution with respect to your bank account, including any fees, limits, and restrictions. If you are a Sitter, you will be issued a Debit Card once you accept a job through the Services for the first time, and will be sent information regarding your Debit Card and how to activate it at that time. You must activate your Debit Card, including acceptance of the Partner Bank’s terms and conditions applicable to the Debit Card and its use, prior to completing your first job through the Services. Once your Debit Card is activated, all payments for jobs that you accept and complete will be disbursed to you through the Debit Card subject to these Terms of Use. Your use of the Debit Card is also subject to the applicable terms and conditions established by the Partner Bank. You acknowledge that Tandem has no responsibility or liability with respect to your access to, or use of, the Debit Card, any features, fees, or functionality associated with the Debit Card, or the adherence to any terms and conditions applicable to the Debit Card by you, the Partner Bank, or any third party In the event that we change our Partner Bank at any time, or if we or our Partner Bank find it necessary or appropriate for a new Debt Card to be issued to you, we will provide any relevant information and instructions for you to follow at that time. You agree that you will promptly complete any such instructions within the timeframes specified, including acceptance of any terms applicable to the new Debit Card and activation of the new Debit Card, and acknowledge that any failure to do so will constitute a violation of these Terms of Use and may impact your ability to receive payments for jobs, or otherwise access or use the Services.The sitter’s debit card is ordered through their TandemPay portal processed by Davinci. Sitters agree to Davinci’s terms and conditions through their portal. No fees are paid by parents to Tandem or deducted from the amount otherwise payable to the sitter. You authorize Tandem to share your personal information and information about individual jobs to receive and disburse payments. Payments may be subject to additional terms and conditions separately provided to you from time to time. Except as otherwise stated herein, we assume no liability or responsibility for any payments made through the Services. All payments made by Parents are non-refundable. 7. Dispute Policy. Payments will not be debited from a Parent’s bank account or disbursed to a Sitter until both the Parent (via our Text Service) and the Sitter (via the App) agree on the amount to be paid by the Parent to the Sitter for the job. If a Parent and a Sitter have a dispute over the amount owed by the Parent to the Sitter, the Parent and Sitter must make good faith sustained efforts to resolve the dispute amicably and efficiently between themselves. If parents fail to pay sitters through Tandem, they will no longer be able to book sitters You acknowledge and agree that Tandem is not obligated to mediate or otherwise get involved in any dispute regarding the amount owed by a Parent to a Sitter, and that Tandem is only obligated to debit a Parent’s bank account and disburse payment to a Sitter once both the Parent and the Sitter have confirmed the amount to be paid as referenced above. II. ACCOUNT REGISTRATION AND ELIGIBILITY 1. User Accounts. You do not need to create an account for the Services (a "User Account") to visit the public pages of the Site, however, you must have a User Account to offer your services as a Sitter or obtain the Services of a Sitter if you are a Parent. If you are a Sitter, you may create a User Account by completing the registration process set forth in the App. If you are a Parent, you may start the registration process by texting Tandem at 614-916-9512. We will send you a link to a Google Doc form to complete. You agree that by submitting information to establish a User Account, or by accessing or using any portion of the Services, you are representing that all of the information that you have provided, or which is currently associated with your User Account, (including, for Parents, your bank account information) is complete and accurate in all respects. We are entitled to rely on any information you provide, and you understand that it is your responsibility to promptly update your information with us if your e-mail address or other information associated with your User Account, or that you have otherwise provided to us, has changed. You may update your User Account information by following the instructions on the Site or in the App. 2. Eligibility for a User Account. To register for a User Account, you must be a legal resident of the U.S. and at least 13 years of age. Persons who are 13 or older but younger than 18 must comply with the next section. 3. Teen Users. If you are 13 or older but younger than 18 years of age (a "Teen User"), you may register for a User Account and use the Services but only if your parent or legal guardian consents to your registration. If you are a Teen User, the first time you log in to your account after you turn 18, you will be required to agree to the Terms of Use that are in effect at that time. If you do not agree to the Terms of Use at that time, we may terminate your User Account and you will no longer be able to use the Services as a Parent or a Sitter. 4. Restrictions Applicable to Sitters. If you are a Sitter, you represent and warrant to us that you have never been (i) registered, or currently required to register, as a sex offender with any government entity or (ii) the subject of a restraining order or any other legal action involving, arrested for, charged with, or convicted of any criminal offense involving violence, abuse, fraud or larceny, or any offense that involves endangering the safety of others, dishonesty, or drugs, or any felony. If you are going to care for the child of a Parent in your home, you also agree, represent and warrant that none of the foregoing apply to any person living or present in your home. 5. Required Information. To register for a User Account, you will be asked to provide the information listed in our Privacy Policy. 6. No Cost to Register. There is no charge to create a User Account or download the App. 7. Protect Your Login Information. You are the sole authorized user of your User Account. You are responsible for maintaining the confidentiality of any login information and password selected by you or assigned by Tandem for accessing the Services. You are solely responsible for all activities that occur through the use of your login credentials or User Account. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must cease all use of the Services and contact Tandem immediately by emailing support@join-tandem.com III. LICENSE TO USE THE SERVICES 1. License to Participate In the Services. Subject to your compliance with these Terms of Use, Tandem grants you the personal right to access and participate in the Services (and to download a single copy of the App onto your own mobile devices), solely on computers and devices that you own or control. These Terms of Use are limited to the intellectual property rights of Tandem and its affiliates and licensors and do not include any rights to intellectual property of other third parties. We reserve all rights not expressly granted to you pursuant to these Terms of Use. 2. Apple App Store. If you are using the App from the Apple App Store, to the extent the other terms and conditions of the Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms of Use are solely between you and Tandem, and not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and/or to support the Services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use. You acknowledge that Tandem, not Apple, is responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation. You acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes on that third party’s intellectual property rights, Tandem, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof. 3. Google Play Store. If you acquire the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Play Terms of Service and the Google Play Business and Services Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and the other terms and conditions in these Agreements, the Google Play Terms shall apply with respect to your use of any App that you acquire from Google Play. You acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Tandem or you (or any other user) under these Agreements or the Google Play Terms. 4. Use Restrictions. (a) You may not access or use any part of the Services or any content, information or other materials provided through the Services except as expressly permitted in these Terms of Use or in any terms or conditions provided with specific portions of the Services. You may not use the Services in any way (i) that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise discriminatory or offensive or (ii) for any fraudulent or unlawful purpose, or that otherwise violates any applicable law. (b) Except as specifically permitted in these Terms of Use or expressly authorized in writing by Tandem, you agree that you will not directly or indirectly: (i) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part of any of them, in any form or manner or by any means; (ii) harvest or scrape any content or data from the Services; (iii) interact with the Services through any automated means (including but not limited to scripts, bots and third-party tools); or (iv) authorize any third party to engage in any of those acts. (c) You further agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part of any of them (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services); (iii) use any means to discover the source code of any portion of the Services; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Services. (d) If you violate any of these Terms of Service, we reserve the right in our sole discretion to limit or terminate your User Account and/or access to the Services, including the right to block users from certain IP addresses, email addresses or telephone numbers from accessing the Services. 5. Third Party Services and Materials. Certain Services may display, include or make available content, data, information, applications, software or materials from third parties (“Third Party Materials”) or provide links to third party web sites. Third Party Materials and links to other web sites are provided solely as a convenience to you. Tandem is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Tandem does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or Services of third parties. IV. PRIVACY. Our privacy practices are described in our Privacy Policy located at (“Privacy Policy”). Please review the Privacy Policy to learn about: how we may collect information from or about you; what information we may collect about you; how we use that information; and what information we may share with third parties. V. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY & INDEMNIFICATION. 1. No Warranties. Your use of the Services is at your sole risk. To the maximum extent permitted by applicable law, the Services (including, without limitation, any Third Party Materials or third party web sites or Services) are provided to you on an "as is" and "as available" basis, with all faults and without warranty of any kind, and Tandem expressly disclaims all warranties and conditions with respect to the Services (including the use, performance and support of the Services), either express, implied or statutory, including, but not limited to, the implied warranties or conditions of merchantability, quality, fitness for a particular purpose, accuracy, quiet enjoyment, title or non-infringement of third party rights, freedom from defects or disabling devices, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Tandem does not warrant that (i) the Services will meet your requirements, (ii) operation of the Services will be uninterrupted or virus- or error-free, (iii) that the Services will operate or be compatible with any other application or any particular system or device, or (iv) defects in the Services will be corrected. No oral or written information or advice given by Tandem or its authorized representative shall create a warranty. Some jurisdictions do not allow the exclusion of implied warranties so some or all of the above exclusions may not apply to you. 2. Disclaimer of Liability. To the extent not prohibited by law, you agree that in no event will Tandem or its employees, contractors, agents or advisers be liable (i) for any indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to: damage to your computer or mobile device; procurement of substitute goods or services; loss of use, data or profits; business interruption; or any other damages or losses), however caused and under any theory of liability, whether under these Terms of Use or otherwise arising in any way in connection with the Services, and whether based on warranty, contract, product liability, strict liability or tort (including negligence or otherwise), even if Tandem has been advised of the possibility of such damage, (ii) for the services provided by Sitters or any acts or failures to act by Sitters, whether negligent, intentional or criminal, including any resulting injury to property, emotional distress, bodily injury, or death; (iii) any refusal of a Parent to make payment, in whole or in part, to Sitter, or (iv) for any other claim, demand or damages whatsoever resulting from or arising out of or in connection with these Terms of Use or the delivery, use or performance of the Services. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitations may not apply to you. 3. Maximum Liability. To the maximum extent permitted by applicable law, Tandem’s total liability to you for any damages finally awarded shall not exceed the amount of fifty dollars ($50.00). The limitations in this Section V.3 will apply even if this remedy fails of its essential purpose. 4. Indemnification. You agree to indemnify, defend and hold harmless Tandem and its employees, contractors, agents and advisers from and against any and all claims, losses, expenses or demands of liability, including reasonable attorneys' fees and costs incurred in connection with any claim by a third party arising out of (i) your use of the Services by you in violation of these Terms of Use or in violation of any applicable law, or (ii) any relationship or agreement formed between a Parent and a Sitter using the Services. Tandem reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to this indemnification provision. You agree not to settle any such claim without the prior written consent of Tandem. 5. Inducement. The disclaimers, exclusions, limitations of damages and indemnification set forth in this Section V are fundamental elements of the basis of the bargain between you and Tandem. You agree that the above disclaimers, limitations of liability, and indemnification together with the other provisions in these Terms of Use that limit liability are essential terms of these Terms of Use and that Tandem would not be willing to grant you the rights set forth in these Terms of Use but for your agreement to the above disclaimers, limitations of liability and indemnification. You are agreeing to these provisions to induce Tandem to grant you the rights set forth in these Terms of Use. However, some jurisdictions do not allow certain of the exclusions or limitations provided above, in which case the above exclusion or limitations may not apply to you. VI. OWNERSHIP. 1. Intellectual Property. The Services and its content, including its "look and feel" (e.g., text, graphics, images, logos), are protected under copyright, trademark and other laws. Tandem or its licensors own all right, title and interest in and to the Services (including all intellectual property rights) and you agree not to take any actions inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Tandem's or its licensors' patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights other than the limited rights expressly granted by these Terms of Use. 2. Feedback and Revisions. Any (i) suggestions for correction, change or modification to the Services and other feedback provided to Tandem by you (collectively "Feedback") and (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Tandem or third parties relating to the Services (collectively, "Revisions"), will at all times remain the property of Tandem. Any contribution of Feedback or Revisions does not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Tandem and Tandem may use and disclose Feedback or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Tandem any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, know-how, moral rights or other intellectual property rights) that you may have in and to any and all Feedback and Revisions. At Tandem's request, you agree to execute any document, registration or filing required to give effect to the foregoing assignment. VII. ARBITRATION, JURY TRIAL WAIVER AND CLASS ACTION WAIVER This Section includes an arbitration agreement, an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding) and a waiver of the right to a trial by jury. Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below. 1. Informal Process First. You agree that in the event of any dispute between you and Tandem, you will first contact Tandem and make a good faith effort to resolve the dispute before resorting to more formal means of resolution, including any court action. 2. Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of the Services, or relating in any way to the communications between you and Tandem or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Tandem. However, this arbitration agreement does not (a) govern any Claim by Tandem for infringement of its intellectual property or access to the Services that is unauthorized or exceeds the authorization granted in these Terms of Use or (b) bar you from making use of applicable small claims court procedures in appropriate cases. You may opt out of this arbitration agreement within 30 days of the first date on which you access the Services by following the procedure described below. Arbitration is more informal than a lawsuit brought in a court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration provisions, class action waiver and jury trial waiver will survive any termination of these Terms of Use. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to the address at the end of these Terms of Use. The arbitration will be administered by the American Arbitration Association ("AAA") under its rules including the AAA's Supplementary Procedures for Consumer-Related Disputes ("AAA Rules"). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The number of arbitrators will be one. If the value of the relief sought is $10,000 or less, you may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Tandem subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Any in-person proceedings shall be at a mutually agreed location in Columbus, Ohio. The arbitration will be conducted in the English language. Delaware law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Agreement to Arbitrate. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Tandem will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tandem will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claims you assert in the arbitration to be frivolous, you agree to reimburse Tandem for all fees associated with the arbitration paid by Tandem on your behalf that you otherwise would be obligated to pay under the AAA Rules. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the "Class Action Waiver" section below. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties. 3. Waiver of Jury Trial. By agreeing to arbitration, you and Tandem are waiving all rights to a trial by jury. If for any reason a Claim proceeds in court rather than in arbitration, you and Tandem also each waive any right to a jury trial. 4. Opt-Out Procedure. You may reject this arbitration agreement by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 30 days after the date you use our Services for the first time. You must mail the Opt-Out Notice to Join Tandem Inc., Attn: Arbitration Opt-Out, at the address at the end of these Terms of Use. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number, and email address used to log in to your User Account. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, Tandem will also not be bound by these arbitration provisions. All other terms of these Terms of Use will continue to apply. 5. Class Action Waiver. Any Claim must be brought in the respective party's individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). You and Tandem each waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. VIII. GENERAL PROVISIONS 1. Changes to these Terms of Use. We may modify these Terms of Use at any time. Modifications become effective immediately upon your first access to the Services after the “Last Revised” date at the top of these Terms of Use. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by email, text or placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review the Terms of Use from time to time to view any such changes. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms of Use. If you do not agree with the modifications to the Terms of Use, then please do not access or participate in the Services. 2. Termination. We reserve the right, in our sole discretion, to immediately suspend or terminate your access to any part or all of the Services, any licenses granted by Tandem, or your User Account, with or without notice for any reason or for no reason. If Tandem deletes your User Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Tandem or you. Termination will not limit either party’s other rights or remedies at law or in equity. 3. Injunctive Relief. You agree that a breach of these Terms of Use may cause irreparable injury to Tandem for which monetary damages may not be an adequate remedy and Tandem shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages. 4. Governing Law. The federal laws of the United States of America, the state laws of Delaware (excluding its conflicts of law rules), and the AAA Rules govern these Terms of Use and your use of the Services. Your use of the Services may also be subject to local or state laws in your jurisdiction. 5. Use Outside of the U.S. The Services is intended for access and use by persons located in the United States of America ("U.S."). If you access the Services from outside the U.S., you are responsible for compliance with local laws. 6. Consent to Electronic Communications. You hereby consent to electronic delivery of notices and documents from Tandem via the Site, App, text message, or e-mail. 7. Mobile Devices. If you participate in the Services via a smart phone or other mobile device, message and data rates may apply. Not all cellular service providers offer the services necessary to participate in this Services through a mobile device. Please check with your provider for specific capabilities, charges and pricing plans. 8. Miscellaneous. These Terms of Use (which include our Privacy Policy and any terms provided in connection with a particular activity that you are required to accept) set forth the entire understanding between you and Tandem and there are no promises, covenants or undertakings between you and Tandem other than those expressly set forth in the Terms of Use. These Terms of Use will insure to the benefit of and will be binding upon each party's successors and assigns. These Terms of Use and the licenses granted hereunder may be assigned by Tandem but may not be assigned by you without the prior written consent of Tandem. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions had not been included. In the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, that failure to enforce will not constitute a waiver of any term and will not prevent enforcement on any other occasion. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Use due to any cause beyond the reasonable control of the party invoking this provision, the affected party&apsos;s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions of individual sections are provided for convenience only and will not be considered to be binding parts of the Terms of Use. 9. Contact Us. You may contact us regarding the Services or these Terms of Use by email to support@join-tandem.com or by mail at: Join Tandem Inc. 629 N. High St. Floor 6 Columbus, OH 43215