BackPLATFORM PROVIDER TERMS AND CONDITIONSLast Updated: 07.22.2026
These Platform Provider Terms and Conditions (this “Agreement”) describes the terms and conditions that apply to your use of the ProxyPics, Inc. (“ProxyPics”) platforms, including the website located at www.proxypics.com and its subdomains, and the ProxyPics mobile application (collectively, the “Platform”), as an independent service provider (“Proxy”) providing property data collection, photography, and inspection services through the Platform (“Proxy Services”). By using the Platform, Proxy elects to leverage ProxyPics’s technology, marketing, client referral, and payment processing infrastructure in lieu of independently developing such capabilities.
ProxyPics operates the Platform to provide marketing, sales, referrals, and payment technology services (the “Platform Services”), connecting Proxies with assignments from clients who are requesting property-related services (each, a “Client”). ProxyPics does not provide Proxy Services, is not a property data collection professional, does not employ any such professionals, is not licensed or otherwise qualified to provide Proxy Services, and does not hold itself out as a provider of Proxy Services, as such services are exclusively rendered by Proxy.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE PLATFORM AND APPLIES TO ALL PROXIES VISITING, ACCESSING, OR USING THE PLATFORM. BY ACCESSING OR USING THE PLATFORM IN ANY WAY, ACCEPTING THIS AGREEMENT BY CHECKING “I AGREE TO PROXYPICS’S PLATFORM PROVIDER AGREEMENT” OR THE EQUIVALENT AND CLICKING THE “CONTINUE” BUTTON OR EQUIVALENT, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BY ACCEPTING AN ORDER THROUGH THE PLATFORM, OR BROWSING THE PLATFORM, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PROXYPICS, (3) YOU ARE NOT BARRED FROM USING THE PLATFORM UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.
IMPORTANT: PLEASE BE AWARE THAT SECTION 26 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES, CONTROVERSIES OR CLAIMS (A “DISPUTE”) BETWEEN PROXY AND PROXYPICS WILL BE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION PROVISION WHICH SHOULD BE REVIEWED CAREFULLY, AS IT WILL REQUIRE, WITH LIMITED EXCEPTIONS, PROXY TO RESOLVE DISPUTES WITH PROXYPICS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION UNLESS PROXY CHOOSES TO OPT OUT OF THE ARBITRATION PROVISION. SECTION 26 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 26 CAREFULLY.
UNLESS PROXY OPTS OUT OF THE ARBITRATION PROVISION: (1) PROXY WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST PROXYPICS THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) PROXY IS WAIVING ITS RIGHTS TO SEEK RELIEF IN A COURT OF LAW AND TRIAL BY JURY. IF PROXY DOES NOT WISH TO BE SUBJECT TO ARBITRATION, PROXY MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 26 BELOW.
BY VIRTUE OF PROXY’S ELECTRONIC ACCEPTANCE OF THIS AGREEMENT (BY ANY OF THE METHODS DESCRIBED IN THE PREAMBLE ABOVE), PROXY WILL BE ACKNOWLEDGING THAT PROXY HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SECTION 26) AND HAS TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.
By using the Platform, Proxy engages ProxyPics for the Platform Services, subject to the following terms and conditions.
1. Acceptance. Proxy hereby agrees (i) to engage ProxyPics to provide it with the Platform Services and (ii) to comply with the terms set forth in this Agreement. Proxy represents that: (i) Proxy has read, understands, and agrees to be bound by this Agreement; (ii) Proxy is of legal age to form a binding contract with ProxyPics; (iii) Proxy is not barred from using the Platform under the laws of the United States, Proxy’s place of residence, or any other applicable jurisdiction; and (iv) Proxy has the authority to enter into this Agreement personally.
2. The Platform Services. ProxyPics shall provide the following services to Proxy:
(a) Referrals: ProxyPics shall make project referrals available to Proxy (each an “Order” and collectively the “Orders”) through the Platform. Each Order will specify, at a minimum, the property location, the scope of work or task description, the deadline for completion, and the fee payable upon satisfactory completion, as further detailed in Section 5 (Orders) below.
(b) Recordkeeping Service: ProxyPics shall maintain finance and billing records of services provided by Proxy in connection with Orders.
(c) Administrative, Management, & Technology Services: ProxyPics will provide miscellaneous administrative and management services to facilitate Proxy’s business.
3. Exclusions from the Platform Services. The Platform Services only relate to the business services set forth above. The Platform Services do not include anything related to property data collection, photography, or inspection services. Except as purchased from ProxyPics, Proxy is solely responsible for all of Proxy’s own tools, equipment, training, office space, licensing, and other materials or requirements needed, desired or related to the Proxy Services. Proxy is also solely responsible for the payment of insurance premiums, licensing fees, certifications, professional dues or other costs or expenses connected with Proxy’s business, and acknowledges that ProxyPics will not reimburse Proxy for any such expenses. ProxyPics is not, and shall not be, responsible for any liability arising out of the Proxy Services.
4. Registration.
(a) Registering Your Account. To access certain features of the Platform, Proxy may be required to register an account on the Platform (an “Account”). In registering an Account, Proxy will be asked to provide certain information regarding Proxy’s business, including Proxy’s business name, business address, phone number, email address, and tax identification number. Proxy may also be asked to provide additional business information, demographic information, and certain tax documentation upon request. Proxy shall (i) provide true, accurate, current, and complete information as prompted by the registration form (the “Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Proxy agrees not to register more than one Account at any time.
(b) Your Account. Notwithstanding anything to the contrary herein, Proxy acknowledges and agrees that Proxy has no ownership or other property interest in Proxy’s Account, and Proxy further acknowledges and agrees that all rights in and to the Account are and will forever be owned by and inure to the benefit of ProxyPics. ProxyPics reserves the right to terminate any Account that has been inactive for one hundred eighty (180) days. Proxy is responsible for all activities that occur under Proxy’s Account. Proxy shall monitor Proxy’s Account to restrict use by unauthorized users, and will accept full responsibility for any unauthorized use of the Platform. Proxy may not share Proxy’s Account or password with anyone other than authorized representatives, and agrees to notify ProxyPics immediately of any unauthorized use of Proxy’s password or any other breach of security. If Proxy provides any information that is untrue, inaccurate, incomplete, or not current, or ProxyPics has reasonable grounds to suspect that any information Proxy provides is untrue, inaccurate, incomplete, or not current, ProxyPics has the right to suspend or terminate Proxy’s Account and refuse any and all current or future use of the Platform (or any portion thereof). Proxy agrees not to create an Account using a false identity or information, or on behalf of someone other than Proxy. Proxy shall not have more than one Account at any given time. ProxyPics reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party’s rights. Proxy agrees not to create an Account or use the Platform if Proxy has been previously removed by ProxyPics, or if Proxy has been previously banned from any of the Platform.
5. Orders.
(a) Posting and Acceptance. ProxyPics will post Orders on the Platform on behalf of its Clients. Each Order will specify, at a minimum, the property location, the scope of work or task description, the deadline for completion, and the fee payable upon satisfactory completion. Proxy may, in Proxy’s sole discretion, accept or decline any Order through the Platform in accordance with the procedures set forth therein. Acceptance of an Order constitutes Proxy’s agreement to perform the Proxy Services described in such Order in accordance with this Agreement. As a condition of eligibility to accept Orders, Proxy may be required to complete certain safety training modules made available through the Platform or as otherwise designated by ProxyPics from time to time. Orders will not be available to Proxies who have not completed such training.
(b) Commitment to Perform. Proxy should only accept Orders that Proxy has the ability and genuine intention to complete within the specified timeframe and in accordance with the applicable specifications. Failure to complete an accepted Order, or a pattern of accepting and subsequently abandoning Orders, may result in suspension or termination of Proxy’s access to the Platform. If Proxy anticipates that Proxy will be unable to complete an accepted Order within the specified completion window, Proxy should contact ProxyPics through the Platform to request an extension prior to the expiration of such window. The granting of any extension shall be in ProxyPics’s sole discretion, and ProxyPics shall have no obligation to extend any completion window. Failure to complete an Order within the applicable completion window (including any extension granted by ProxyPics) will be treated as a failure to complete the Order.
(c) Performance Specifications. Proxy agrees to perform each Order in a professional and workmanlike manner, consistent with the specifications and requirements set forth on the Platform and in accordance with this Agreement. Each Order may include specifications provided by ProxyPics or the applicable Client with respect to the scope and timing of the Proxy Services to be performed, including without limitation the number, type, angle, and subject matter of photographs to be taken or information to be acquired and any inspection criteria to be applied.
(d) Property Access and Authorization. Proxy acknowledges that Proxy’s access to any property in connection with an Order is subject to express authorization as indicated in the Order or as otherwise communicated by ProxyPics or the Client. Unless expressly authorized in writing by ProxyPics or the Client, Proxy’s license to access any property in connection with an Order is strictly limited to the exterior of the property; Proxy has no right to enter the interior of any home or building without such express authorization. Proxy’s license to access a property is subject to all access specifications, restrictions, and conditions set forth in the Order or communicated by the Client, including without limitation designated entry points, time windows, areas of access, and safety protocols. Proxy’s license to access a property is limited solely to the purpose of performing the applicable Order; Proxy has no right to conduct any other activity on the property or to remain on the property for longer than is reasonably necessary to complete the Order. If upon arrival at a property Proxy is unable to obtain access or believes that entry would be unsafe or unauthorized, Proxy should not enter the property and should promptly notify ProxyPics through the Platform.
(e) Professional Licenses. Certain Orders may specify that the performing Proxy hold a valid professional license, certification, or other credential as identified in the applicable Order posting (each, a “Professional License”). Proxies who hold one or more Professional Licenses may be eligible to access a broader range of Orders on the Platform, including license-gated Orders not available to unlicensed Proxies. By accepting any such Order, Proxy represents and warrants that Proxy independently holds all required Professional Licenses in good standing. ProxyPics reserves the right, in its sole discretion, to request documentation of any Professional License and to change the availability of license-gated Orders at any time.
(f) Background Checks.
i. Optional Background Checks. ProxyPics may make available to Proxies, for a fee, the option to undergo a background check administered by a third-party provider (a “Background Check”). Submission to a Background Check is voluntary; however, successful completion may be required to unlock interior-access and appointment-based Orders (“Background Check Orders”), which may provide higher average fees than standard Orders. ProxyPics makes no representation regarding the availability or payout of any Background Check Order.
ii. Disclaimer. PROXYPICS DISCLAIMS ALL LIABILITY FOR THE ACCURACY OR COMPLETENESS OF ANY BACKGROUND CHECK. PROXYPICS IS NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS IN THE BACKGROUND CHECK PROCESS AND SHALL NOT BE LIABLE FOR ANY CONSEQUENCES ARISING FROM ANY BACKGROUND CHECK, EXCEPT AS REQUIRED BY APPLICABLE LAW.
6. Ownership.
(a) Platform and Submissions Ownership. Except with respect to Proxy’s Registration Data, Proxy agrees that ProxyPics and its suppliers or licensors own all rights, title, and interest in the Platform, Submissions, and all improvements, enhancements and updates made thereto.
(b) Content and Submission Requirements. In submitting photographs, videos, and other Submissions (as defined below) through the Platform, Proxy shall: (i) capture and submit only content that relates to the applicable Order; (ii) capture and submit Submissions at or as near as practicable to the time of the property visit, and not submit content captured at a different location or time or otherwise misrepresent the circumstances of capture; and (iii) ensure that Proxy is the author of, and holds or has obtained all rights necessary to submit and assign, all Submissions. Proxy acknowledges that Submissions may include location data, metadata, and other information embedded in or associated with submitted photographs or videos, and consents to ProxyPics’s collection and use of such data in connection with the Platform and the Orders.
(c) Ownership of Submissions; Further Assurances. Proxy hereby irrevocably assigns to ProxyPics all right, title, and interest worldwide in and to any and all photographs, images, videos, reports, notes, observations, measurements, questionnaire responses, survey answers, form entries, and any other work product or deliverables created, captured, conceived, or developed by Proxy (whether alone or jointly with others) in connection with any Order, including all copyrights, trade secrets, and other intellectual property and proprietary rights therein (collectively, “Submissions”). Proxy retains no rights to use the Submissions and agrees not to challenge the validity of ProxyPics’s ownership of, or intellectual property rights in, the Submissions. Proxy agrees to execute, at ProxyPics’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. Proxy hereby irrevocably appoints ProxyPics as Proxy’s attorney-in-fact for the purpose of executing such documents on Proxy’s behalf, which appointment is coupled with an interest. Proxy shall deliver all Submissions to ProxyPics exclusively through the Platform or as otherwise directed by ProxyPics, and shall not retain copies of, distribute, publish, or otherwise use any Submissions for any purpose.
(d) Other Rights. If Proxy has any rights, including without limitation “artist’s rights” or “moral rights,” in the Submissions that cannot be assigned, Proxy hereby unconditionally and irrevocably grants to ProxyPics an exclusive (even as to Proxy), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display the Submissions in any medium or format, whether now known or later developed. In the event that Proxy has any rights in the Submissions that cannot be assigned or licensed, Proxy unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against ProxyPics or its Clients.
(e) Trademarks. The domain name and other names for the Platform, all page headers, graphics, and button icons are service marks, trademarks (whether registered or unregistered), logos, and/or trade dress of ProxyPics (collectively, “ProxyPics Marks”). Proxy will not use any of the ProxyPics Marks without prior written authorization; except that Proxy has a revocable and non-transferable license for the sole purpose of identifying and promoting ProxyPics’s services under the terms of this Agreement.
(f) Feedback. Proxy agrees that ProxyPics is free to use, without any obligation or compensation to Proxy, any ideas, suggestions, documents, and/or proposals Proxy provides to ProxyPics, whether provided through the Platform or otherwise. Proxy represents and warrants that Proxy has all rights necessary to submit such feedback.
7. Platform Control. As an independent business and contractor of ProxyPics, Proxy maintains complete control over Proxy’s use of the Platform, including:
(a) Proxy decides when to log into the Platform and be available for Orders;
(b) Proxy decides whether to accept, reject, or ignore offers of Orders;
(c) Subject to the Code of Conduct, Proxy is permitted to select Proxy’s attire for the Proxy Services – no uniforms or other specific clothes are required;
(d) Proxy is permitted to maintain Proxy’s independent business and other clients without using the Platform;
(e) Proxy is not restricted from using competitive services or technology platforms;
(f) Proxy retains the right to hire employees or subcontractors in performing Proxy Services, and acknowledges that these employees or subcontractors will possess the credentials, training, experience, skill and ability to provide Proxy Services;
(g) Proxy’s opportunity for profit or loss is dependent on its own managerial skill;
(h) Proxy solely controls the amount of Proxy’s investment in the Proxy Services, including expenses on training and tools; and
(i) Proxy exclusively controls Proxy’s performance of the Proxy Services, including, but not limited to, possessing the requisite skills, credentials and training to perform Proxy Services that it accepts hereunder.
8. Order Pricing. Each Order shall be subject to the price agreed upon by Proxy and ProxyPics prior to performing the applicable Order. Fees for each Order are set forth in the applicable Order posting on the Platform. Upon Proxy’s satisfactory completion of an Order and submission of all required Submissions through the Platform, Proxy will earn the fee specified in such Order. Fees will be processed in accordance with the payment schedule and method set forth on the Platform. Fees are associated with completed Submissions rather than time spent; accordingly, no fee will be payable for an Order that is not completed in accordance with the applicable specifications or that is abandoned after acceptance. Proxy is solely responsible for all costs and expenses incurred in connection with the performance of Orders, including without limitation transportation, equipment, and materials, unless otherwise expressly stated in the applicable Order. If the Submissions submitted by Proxy do not conform to the specifications set forth in the applicable Order or do not meet the Client’s reasonable satisfaction, ProxyPics may, in its sole discretion, reject such Submissions and repost the applicable Order on behalf of the Client.
9. Platform Use Standards.
(a) Code of Conduct. As a condition of access to and use of the Platform, Proxy agrees to abide by the Proxy Code of Conduct (the “Code of Conduct”), available at www.ProxyPics.com. The Code of Conduct is incorporated herein by reference.
(b) Certain Restrictions. As a condition of access to and use of the Platform, Proxy agrees not to use the Platform for any purpose that is prohibited by this Agreement or by applicable law. Proxy shall not (and shall not permit any third party to): (i) license, sell, rent, lease, transfer, distribute, or otherwise commercially exploit the Platform or any portion of the Platform; (ii) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Platform; (iii) use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to scrape or download data from any web pages contained in the Platform; (iv) impersonate any person or entity, including any employee or representative of ProxyPics; or (v) interfere with or attempt to interfere with the proper functioning of the Platform or use the Platform in any way not expressly permitted by this Agreement, including introducing viruses, worms, or similar harmful code into the Platform. The rights granted to Proxy in this Agreement are subject to Proxy’s compliance with the restrictions set forth in this Section. Any unauthorized use of the Platform terminates the licenses granted by ProxyPics pursuant to this Agreement.
10. Third-Party Services. The Platform may contain links to or otherwise integrate with third-party websites, applications, and advertisements (each, a “Third-Party Service”). Such Third-Party Services are not under the control of ProxyPics. ProxyPics is not responsible for any Third-Party Service. When Proxy uses or accesses a Third-Party Service, Proxy becomes subject to the terms and conditions (including privacy policies) of that Third-Party Service. ProxyPics does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. Proxy uses all links in Third-Party Services at Proxy’s own risk. When Proxy leaves the Platform, this Agreement and ProxyPics’s policies no longer govern. Proxy should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Service, and make whatever investigation Proxy feels necessary or appropriate before proceeding with any transaction with any third party.
11. Assumption of Risk.
(a) Acknowledgment of Risks. Proxy acknowledges and agrees that the performance of Orders may involve inherent risks, including without limitation risks associated with visiting unfamiliar properties, construction sites, vacant or occupied buildings, and other locations that may present hazards such as uneven surfaces, structural instability, exposure to hazardous materials, adverse weather conditions, equipment or machinery, animals, or other dangerous conditions (collectively, “Property Risks”). Proxy acknowledges that Proxy is voluntarily choosing to accept Orders and visit such properties with full knowledge of the Property Risks involved. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXY HEREBY VOLUNTARILY ASSUMES ALL RISKS OF PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER LOSS ARISING OUT OF OR RELATING TO PROXY’S PRESENCE ON OR ACCESS TO ANY PROPERTY IN CONNECTION WITH AN ORDER, INCLUDING WITHOUT LIMITATION ALL PROPERTY RISKS, WHETHER OR NOT SUCH RISKS ARE FORESEEABLE AND WHETHER OR NOT PROXY HAS BEEN ADVISED OF SUCH RISKS.
(b) Duty of Care. Proxy shall exercise reasonable care for Proxy’s own safety at all times while performing Orders. If Proxy observes or becomes aware of any unsafe condition at a property, Proxy shall immediately cease work, leave the property, and notify ProxyPics through the Platform. Nothing in this Agreement requires Proxy to enter or remain on any property that Proxy reasonably believes to be unsafe.
12. Proxy’s Business. By accepting this Agreement and under penalty of perjury, Proxy affirms that Proxy is self-employed, maintains and operates a property data collection, photography, and inspection services business that is separate and independent from ProxyPics, holds itself out to the public as independently competent and available to provide the applicable services, and has obtained clients, or expects to obtain clients, for whom Proxy performs Proxy Services through means other than ProxyPics. Proxy is not permitted to represent to any person or entity that Proxy is an employee, contractor, or agent of ProxyPics.
13. Proxy Responsibilities and Representations. Proxy represents that all information provided by Proxy to ProxyPics is accurate and complies with applicable law, and will immediately notify ProxyPics of any change in contact, certification, licensing, or insurance information. Proxy assumes complete responsibility for all Proxy Services performed in connection with each Order and for compliance with all laws, rules, regulations, and professional ethical guidelines and standards pertaining to the performance of Orders. Proxy represents that Proxy is free to enter into this Agreement and perform each of its terms, is not restricted (contractually or otherwise) from entering into and performing this Agreement, and is not subject to any suit, action, claim, arbitration or legal, administrative or other proceeding, or government or professional investigation, pending or threatened, affecting Proxy’s ability to perform services hereunder. Proxy will immediately inform ProxyPics of any such action.
14. Confidential Information. During the term of this Agreement and thereafter, Proxy shall hold in confidence, and shall not use except as necessary to perform Orders or disclose to any third party, any Submissions, details or other information contained within an Order, or any other non-public information of ProxyPics or its Clients that Proxy obtains in connection with the Platform or any Order. This obligation does not apply to information that is or becomes publicly available through no fault of Proxy.
15. No Employment Relationship; No Legal or Other Advice. Neither this Agreement nor Proxy’s performance under this Agreement shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between ProxyPics and Proxy, or between ProxyPics and Proxy’s employees and agents. ProxyPics and Proxy agree that Proxy and its employees and agents will receive no ProxyPics-sponsored benefits from ProxyPics where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Proxy, its employees, or agents, are reclassified by a state or federal agency or court as ProxyPics’s employee, Proxy, its employees, or agents, as applicable, will become a reclassified employee and will receive no benefits from ProxyPics, except those mandated by state or federal law, even if by the terms of ProxyPics’s benefit plans or programs of ProxyPics in effect at the time of such reclassification, Proxy, its employees or agents, as applicable, would otherwise be eligible for such benefits. Proxy acknowledges Proxy’s sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received in connection with Orders or as processed by ProxyPics in connection with this Agreement, including Proxy’s sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits. Proxy acknowledges that ProxyPics is not rendering legal, tax, or investment advice, nor is ProxyPics a fiduciary of Proxy. Accordingly, Proxy acknowledges that Proxy may seek advice from an appropriate professional to comply with any and all applicable federal, state, and local laws or ordinances.
16. Indemnification. Proxy agrees to promptly defend, indemnify and reimburse, and hold harmless ProxyPics and its directors, officers, employees, agents or advisors (collectively, “ProxyPics Parties”), to the fullest extent permitted by law, as such may be amended from time to time, from any losses, liabilities, legal fees or expenses incurred by ProxyPics Parties, as a result of: (a) Proxy’s negligence, intentional wrongdoing, or a breach of this Agreement, or alleged negligence, intentional wrongdoing, or breach of this Agreement, of Proxy or of persons under Proxy’s control; (b) any liability of Proxy or ProxyPics for the payment or non-payment of federal, state, or local taxes, or other withholdings, involving Proxy; (c) Proxy’s use of, or inability to use, the Platform; (d) Proxy’s violation of any applicable laws, rules, or regulations; (e) Proxy’s unauthorized access to or presence on any property in connection with an Order; or (f) any injury to persons or damage to property caused by Proxy in connection with an Order. ProxyPics reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Proxy, in which event Proxy will fully cooperate with ProxyPics in asserting any available defenses. ProxyPics shall be entitled to the rights of indemnification provided herein if, by reason of Proxy’s providing Proxy Services under this Agreement, ProxyPics is, or is threatened to be made, a party to or participant in any proceeding, including any actual or threatened administrative or civil action or lawsuit, arbitration, or criminal indictment. Proxy will cooperate as fully and reasonably as required by ProxyPics in the defense of any claim related to any services under this Agreement.
17. Expenses. Except as otherwise specifically provided herein, ProxyPics and Proxy shall each bear its own expenses relating to this Agreement and performance thereunder.
18. Disclaimer of Warranties; Limitation of Liability. ProxyPics provides the Platform on an “as is” and “as available” basis and hereby disclaims all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose or merchantability. ProxyPics reserves complete and sole discretion with respect to the operation of the Platform, and may, among other things, withdraw, suspend or discontinue any functionality or feature. THE PROXYPICS PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE PLATFORM WILL MEET PROXY’S REQUIREMENTS OR THAT ANY NUMBER OF ORDERS WILL BE AVAILABLE TO PROXY OR WILL BE ACCEPTED; OR (2) PROXY’S USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE PROXYPICS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY PROXYPICS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROXYPICS PARTIES’ COLLECTIVE MAXIMUM LIABILITY HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL BE LIMITED TO THE AGGREGATE FEES PAID BY PROXYPICS TO PROXY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING DISCLAIMERS OF CERTAIN DAMAGES AND LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A PROXYPICS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PROXYPICS PARTY’S GROSS NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A PROXYPICS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROXYPICS AND PROXY. PROXY ACKNOWLEDGES AND AGREES THAT THE PROXYPICS PARTIES ARE NOT LIABLE, AND PROXY AGREES NOT TO SEEK TO HOLD THE PROXYPICS PARTIES LIABLE, FOR THE CONDUCT OF OR PROXY’S INTERACTIONS WITH ANY THIRD PARTIES, INCLUDING CLIENTS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH PROXY. PROXYPICS HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF ORDERS OFFERED BY CLIENTS, THE TRUTH OR ACCURACY OF ANY CLIENT'S LISTINGS, OR THAT A CLIENT WILL FULFILL ITS OBLIGATIONS TO PROXY.
19. Termination. The initial term of this Agreement is for one (1) year from the date Proxy first accepts this Agreement. Either party may terminate this Agreement by giving ten (10) business days’ prior written notice thereof. All licenses granted by ProxyPics under this Agreement shall be revoked as of the termination of this Agreement; notwithstanding the foregoing, Sections 6 (Ownership) through 27 (Miscellaneous), and any liabilities or payment obligations that have accrued prior to termination shall survive such termination. ProxyPics may also terminate this Agreement immediately with written notice to Proxy if Proxy has breached any material term of the Agreement. The Agreement shall automatically renew for successive one (1) year terms if not terminated within 30 days prior to the end of the existing term. Upon termination of this Agreement or Proxy’s Account, Proxy’s right to use the Platform will automatically terminate, and ProxyPics may delete Proxy’s Registration Data from its databases. If ProxyPics terminates Proxy’s Account for cause, ProxyPics may also bar Proxy’s further use of or access to the Platform. ProxyPics will not have any liability whatsoever to Proxy for any suspension or termination, including for deletion of Registration Data. If this Agreement is terminated for cause by ProxyPics or if Proxy’s Account or ability to access the Platform is discontinued by ProxyPics due to Proxy’s violation of any portion of this Agreement, Proxy agrees that Proxy shall not attempt to re-register with or access the Platform through use of a different member name or otherwise.
20. Material Breach. A material breach of this Agreement shall include, but is not limited to, the following:
(a) Violation of the Code of Conduct;
(b) Breach of the confidentiality obligations set forth in Section 14, including any unauthorized use or disclosure of non-public information of ProxyPics or its Clients;
(c) Misrepresentation of any Professional License or other credential required in connection with an Order;
(d) Unauthorized access to or entry upon any property in connection with an Order, including entry into the interior of any property without express written authorization;
(e) Violation of the ownership provisions set forth in Section 6, including any unauthorized retention, distribution, publication, or use of Submissions; and
(f) Violation by Proxy of applicable law.
21. Changes. This Agreement is subject to change by ProxyPics in its sole discretion at any time. Further, Proxy’s use of, and participation in, certain features and functionality of the Platform may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental service or will be presented to Proxy for acceptance when Proxy signs up to use the supplemental service. If this Agreement is inconsistent with the Supplemental Terms, then the Supplemental Terms shall control with respect to such supplemental service. When changes are made, ProxyPics will make a new copy of this Agreement and/or Supplemental Terms, as applicable, available on the Platform and will update the “Last Updated” date at the top of this Agreement. If ProxyPics makes any material changes and Proxy has registered an Account, ProxyPics will also send an email with an updated copy of this Agreement to Proxy at the email address associated with Proxy’s Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for Proxies without an Account and thirty (30) days after posting for Proxies with an Account. ProxyPics may require Proxy to provide consent to the updated Agreement in a specified manner before further use of the Platform is permitted. If Proxy does not agree to any change(s) after receiving notice of such change(s), Proxy shall stop using the Platform. Notwithstanding the foregoing, any changes to the Arbitration Provision set forth in Section 26 shall be governed by Section 26.
22. Electronic Communications. The communications between Proxy and ProxyPics may take place via electronic means, whether Proxy visits the Platform or sends ProxyPics emails, or whether ProxyPics posts notices on the Platform or communicates with Proxy via email. For contractual purposes, Proxy (a) consents to receive communications from ProxyPics in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that ProxyPics electronically provides to Proxy shall satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Proxy’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
23. Communications via SMS and Telephone. By providing Proxy’s telephone number to ProxyPics or through the Platform, Proxy consents to receive communications from ProxyPics via telephone, SMS, text message, or other electronic means to the telephone number Proxy provides, including for purposes of Account notifications, Platform updates, Order reminders, and other communications related to the Platform. Proxy acknowledges that message and data rates may apply, and that Proxy is solely responsible for any charges imposed by Proxy’s wireless carrier or other communications provider. Proxy may opt out of receiving SMS or text message communications at any time by following the instructions provided in such communications or by contacting ProxyPics at hello@proxypics.com. Opting out of SMS or text message communications does not affect Proxy’s obligations under this Agreement.
24. Governing Law and Venue.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the choice or conflicts of law provisions of any jurisdiction.
(b) Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or against ProxyPics that are not subject to arbitration as provided in Section 26 shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of Chicago, Illinois.
25. No Waiver. The failure of ProxyPics to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ProxyPics in writing.
26. Dispute Resolution -- Arbitration. Please read the following arbitration agreement in this section (“Arbitration Provision”) carefully. It requires Proxy to arbitrate disputes with ProxyPics and limits the manner in which Proxy can seek relief from ProxyPics.
(a) Agreement to Arbitrate. Except as otherwise stated in this Arbitration Provision, any dispute, controversy or claim arising out of or relating in any way to this Agreement, including any question regarding its breach, termination, enforcement, interpretation or validity, or the Proxy Services shall be finally settled by arbitration, except that: (i) Proxy and ProxyPics may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) Proxy or ProxyPics may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Provision shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
Except as otherwise provided, this Arbitration Provision also applies without limitation to all disputes between Proxy and (iii) ProxyPics’s fiduciaries, administrators, affiliates, subsidiaries, parents, and all successors and assigns of any of them and (iv) the recipient of any work product from an Order, including, but not limited to, any dispute, controversy, or claim arising out of or relating to this Agreement or Proxy’s relationship with ProxyPics, including termination of the relationship, or Proxy’s performance of Proxy Services in connection with an Order.
Except as is otherwise provided or required by law, this Arbitration Provision also applies without limitation, and to the fullest extent permitted by law, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by ProxyPics and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims.
(b) Informal Dispute Resolution. There might be instances when a Dispute arises between Proxy and ProxyPics. If that occurs, ProxyPics is committed to working with Proxy to reach a prompt, low-cost and mutually beneficial resolution. Proxy and ProxyPics agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). Proxy and ProxyPics agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If Proxy is represented by counsel, the counsel may participate in the conference, but Proxy must also personally participate. To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to ProxyPics should be sent by email to hello@proxypics.com or regular mail to our offices located at 6103 West Montrose Avenue, Chicago, IL 60634 USA. The Notice must include: (i) Proxy’s name, telephone number, mailing address, and e-mail address associated with Proxy’s Account (if Proxy has one); (ii) the name, telephone number, mailing address and e-mail address of Proxy’s counsel, if any; and (iii) a description of the Dispute, including the specific relief sought. ProxyPics will send Notice, including a description of the Dispute, to Proxy’s email address or regular address on file. It is Proxy’s responsibility to ensure its email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either Proxy personally or a ProxyPics representative). The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Informal Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
(c) Selection of the Arbitrator. There shall be one arbitrator. The Arbitrator shall be selected by mutual agreement of Proxy and ProxyPics. Unless Proxy and ProxyPics mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under subsection 26(i) is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to Proxy’s right to object to that appointment.
(d) Waiver of Jury Trial. PROXY AND PROXYPICS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Proxy and ProxyPics are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Provision, except as specified in subsection 26(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Provision, 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 the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 26 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Provision, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), Proxy and ProxyPics agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts indicated under Section 24 above. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent Proxy or ProxyPics from participating in a class-wide or mass settlement of claims.
(f) Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Provision, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after the completion of the Informal Dispute Resolution Conference, if such Informal Dispute Resolution Conference was requested, whichever is later, Proxy and ProxyPics agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Provision. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (i) Proxy’s name, telephone number, mailing address, e-mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (iv) a statement certifying completion of the Informal Dispute Resolution process as described above; and (v) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand Proxy sends to ProxyPics should be sent by email to hello@proxypics.com or regular mail to our offices located at 6103 West Montrose Avenue, Chicago, IL 60634 USA. ProxyPics will provide the Demand to Proxy’s email address on file. It is Proxy’s responsibility to keep Proxy’s contact information up to date. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”). Unless Proxy and ProxyPics otherwise agree, or the Batch Arbitration process discussed in subsection 26(i) is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the county where Proxy resides. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Proxy’s responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). Proxy and ProxyPics agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
(g) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except that all Disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon all parties. Judgment on the arbitration award may be entered in any court having jurisdiction.
(h) Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.
(i) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, Proxy and ProxyPics agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against ProxyPics by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90)-day period, NAM shall (i) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch on a consolidated basis with one set of administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by ProxyPics. ProxyPics agrees to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (x) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (y) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
(j) 30-Day Right To Opt Out of Arbitration. Arbitration is not a mandatory condition of Proxy’s contractual relationship with ProxyPics. Proxy has the right to opt out of this Arbitration Provision by sending written notice of its decision to hello@proxypics.com within thirty (30) days after first becoming subject to this Arbitration Provision. Proxy’s notice must include Proxy’s name and address, the e-mail address Proxy used to set up Proxy’s Account with ProxyPics, and an unequivocal statement that Proxy desires to opt out of this Arbitration Provision. Any opt-out notice will be effective only if Proxy sends it personally, on an individual basis, and opt out notices from any third-party purporting to act on Proxy’s behalf will have no effect on Proxy’s or ProxyPics’s rights. If Proxy opts out of this Arbitration Provision, all other parts of the Agreement will continue to apply to Proxy. Opting out of this Arbitration Provision has no effect on any other arbitration agreements that Proxy may currently have, or may enter in the future, with ProxyPics. If Proxy does not opt out of this Arbitration Provision within the thirty (30)-day period, Proxy and ProxyPics shall be bound by the terms of this Arbitration Provision.
(k) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” if any part or parts of this Arbitration Provision are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Provision shall continue in full force and effect. However, if this Arbitration Provision is found under the law to be wholly invalid or unenforceable then, in that case, the entire Arbitration Provision shall be void, and the parties agree that all Disputes will be heard in the state or federal courts indicated under Section 24 above. Proxy further agrees that any Dispute that Proxy has with ProxyPics as detailed in this Arbitration Provision must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, Proxy agrees that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
(l) Modification. Proxy and ProxyPics agree that ProxyPics retains the right to modify this Arbitration Provision in the future. Any such changes will be posted on the Platform, and Proxy should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, ProxyPics agrees that if ProxyPics makes any future material change to this Arbitration Provision, it will notify Proxy. Proxy’s continued use of the Platform — for example, not deleting Proxy’s Account; or accessing, browsing, or otherwise using the Platform; or accepting Orders offered through the Platform — following the posting of changes to this Arbitration Provision, constitutes Proxy’s acceptance of any such changes. If Proxy has previously agreed to a version of this Agreement with an arbitration agreement and did not validly opt out of arbitration, changes to this Arbitration Provision do not provide Proxy with a new opportunity to opt out of Proxy’s previous agreement to arbitrate. ProxyPics will continue to honor any valid opt outs of the Arbitration Provision that Proxy made to a prior version of this Agreement.
(m) WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS PROXY’S DECISION TO MAKE, AND PROXY SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. PROXY SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF PROXY’S DECISION, JUST AS PROXY WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION. Proxy understands that Proxy will not be subject to retaliation if Proxy exercises Proxy’s right to assert claims or opt-out of coverage under this Arbitration Provision.
(n) Limitations on How the Arbitration Provision Applies. The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in Section 26 of this Agreement shall not apply to:
i. A representative action brought on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq.;
ii. Representative actions for public injunctive relief may be arbitrated on a class basis;
iii. Claims for workers compensation, state disability insurance, and unemployment insurance benefits (provided, however, that any claims commenced by Proxy challenging worker classification that may affect workers compensation, state disability insurance, and unemployment insurance benefits are subject to mandatory arbitration);
iv. Harassment and discrimination claims, to the extent applicable law prohibits mandatory arbitration of harassment and discrimination claims and such prohibition is not preempted by the FAA. In the event Proxy intends to bring multiple claims, including a harassment and/or discrimination claim that is prohibited from being subject to arbitration under applicable law that is not preempted by the FAA, the harassment and discrimination claims may be publicly filed with a court, while any other claims are subject to mandatory arbitration, except as limited by this subsection (n);
v. Regardless of any other terms of this Agreement, nothing prevents Proxy from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration;
vi. Disputes that may not be subject to a pre-dispute arbitration agreement pursuant to applicable federal law or Executive Order are excluded from the coverage of this Arbitration Provision;
vii. This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense (“DoD”) Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118), section 8102 of the DoD Appropriations Act for Fiscal Year 2011 (Pub. L. 112-10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims.
27. Miscellaneous. (a) This Agreement, together with any ProxyPics rules or policies referred to herein, represents the complete agreement between Proxy and ProxyPics concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter. (b) Proxy may not assign, transfer or delegate this Agreement or any part of it without ProxyPics’s prior written consent. ProxyPics may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties thereunder, upon the giving of notice. (c) if Proxy has any questions, complaints, or claims with respect to the Platform, please contact ProxyPics at hello@proxypics.com. ProxyPics will use commercially reasonable efforts to address Proxy’s concerns. (d) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties. (e) Except as provided in Section 26, the provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable. (f) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party and do not alter any terms of this Agreement. (g) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.