Good Driver Club Program Referrer Program Terms & Conditions

Effective September 12, 2025 Last updated: April 14, 2026 Good Driver Club is a community auto property damage sharing program ("GDC Program") administrated by Good Driver Mutuality Inc. ("Company") to disrupt the insurance market by offering a non-insurance alternative product to end-user customers ("Members") via independent contractor salespersons, including Independent Referrers and Independent Affiliates. These Good Driver Club Program Referrer Program Terms & Conditions (hereafter "Terms & Conditions") govern the relationship between the Company and independent contractor Independent Referrers (hereafter "Referrer" or "Referrers"). As a Referrer, You will be compensated as set forth herein for Your successful enrollment of customers (hereafter "Members") into the GDC Program. IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS & CONDITIONS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 23 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAWS PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 23 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 24 (GOVERNING LAW, JURISDICTION AND VENUE) WILL APPLY INSTEAD.

1. The Agreement.

These Terms & Conditions govern the relationship between You, as a Referrer (hereafter "You", "Your", or "Referrer"), and the Company. These Terms & Conditions make up the Agreement between You and the Company. When used herein, the term "Agreement" collectively refers to these Terms & Conditions, Referrer Application & Agreement, the Good Driver Compan Program Disclosure, the Company Privacy Policy, the Affiliate & Referral Program, Retention Rate Rules (only those sections apply to Referrer), the Marketing Principles and if applicable, the Business Entity Registration Form. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

2. Independent Contractor Status.

You are an independent contractor and not an employee, partner, legal representative, or franchisee of the Company. You are solely responsible for paying all expenses that You incur as a Referrer, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. REFERRER SHALL NOT BE TREATED AS AN EMPLOYEE OF THE COMPANY FOR FEDERAL OR STATE TAX PURPOSES. The Company is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from any remuneration that You may earn as a Referrer. You are not entitled to workers compensation or unemployment security benefits of any kind from the Company.

3. Business Entities.

A corporation, limited liability company (LLC), partnership or trust (collectively referred to in this Agreement as a "Business Entity") may participate in the GDC program as a Referrer. Business Entities applying to participate in the program must submit a properly completed Referrer Application & Agreement, Business Entity Registration Form, and a copy of its Articles of Incorporation, Certificate of Incorporation, Articles of Organization, Certificate of Organization, Certificate of Formation, Certificate of Trust, or appropriate Trust or Partnership documents to the Company. The properly completed Business Entity Registration Form and the appropriate foregoing document must be submitted to the Company within 30 days of enrollment. If the Business Entity Registration Form and supporting is not received within the 30-day period, the Agreement shall automatically terminate. The Business Entity Registration Form must be signed by all of the shareholders, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company. Company reserves the right to request additional supporting documents at its discretion. Failure to provide requested additional documents may result in the termination of the Agreement.

4. Income Taxes.

As an independent contractor, You are responsible for paying local, state, and federal taxes on any taxable income generated as a Referrer. Every year, the Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident Referrer who: 1) Had earnings of \$600 or more from Referral Rewards (as defined in the Affiliate & Referral Program) in the previous calendar year. To facilitate this reporting, You must provide the Company with Your Social Security Number, Employer Identification Number, or Taxpayer Identification Number (as appropriate) upon request. If You fail to provide a properly completed IRS Form W-9 to the Company when requested, You will be ineligible to receive more than \$600 in Referral Rewards from the Company during a calendar year.

5. Adherence to the Agreement.

You agree that You must comply with the Agreement. If You do not agree to any provision of the Agreement, Your sole recourse is to notify the Company and cancel the Agreement. Failure to cancel constitutes Your acceptance of the Agreement. You must be in good standing, and not in violation of the Agreement, to be eligible for the receipt of Referral Rewards hereunder.

6. Amendments to the Agreement.

The Company reserves the right to amend the Agreement at its discretion. Except for the Dispute Resolution section herein (Section 23) and as otherwise provided herein, amendments to the Agreement shall be effective 30 days after notice and publication of the amended provisions. Minor amendments that are neither substantive nor material, as well as amendments that are required by law, shall be effective upon notice. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Notice of amendments will be given to You by email sent to Your then current email address on file with the Company. If You do not agree to any amendments, Your sole recourse is to cancel the Agreement.

7. Amendments to the Dispute Resolution Provisions.

NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, ANY AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION SECTION HEREIN (SECTION 23) SHALL ONLY TAKE EFFECT UPON YOUR EXPRESS AGREEMENT TO SUCH AMENDMENT. YOU MAY INDICATE YOUR AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING NOTICE OF THE AMENDMENT. NOTICE OF AMENDMENTS TO THE DISPUTE RESOLUTION SECTION SHALL BE EMAILED TO YOU AT YOUR EMAIL ADDRESS ON FILE. IN ADDITION, NOTICE OF AMENDMENTS TO THE DISPUTE RESOLUTION SECTION MAY BE POSTED IN YOUR BACK OFFICE OR VIA THE APP. IF YOU REJECT AN AMENDMENT OF THE DISPUTE RESOLUTION SECTION WITHIN 30 DAYS OF THE DATE OF THE NOTICE, SUCH REJECTION SHALL BE DEEMED AS YOUR VOLUNTARY TERMINATION OF THE AGREEMENT. THE COMPANY MAY TERMINATE THE AGREEMENT OF ANY REFERRER WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION SECTION WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT. IN THE EVENT COMPANY FAILS TO TERMINATE THE AGREEMENT OF SUCH A REFERRER, THE DISPUTE RESOLUTION SECTION AS IT EXISTED PRIOR TO AMENDMENT SHALL REMAIN IN EFFECT WITH RESPECT TO SUCH REFERRER. ANY SUCH AMENDMENT TO THE DISPUTE RESOLUTION SECTION SHALL APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR YOU ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.

8. Becoming a Referrer.

To become a Referrer, an applicant must satisfy the following requirements:

1. If applicant is an individual, be the age of majority in the state in which the applicant resides;
2. Join a Plan as a Member with at least one qualifying vehicle or use an Invitation Card that You received from an Affiliate and pass the Invitation Qualification Quiz;
3. Reside in or have a valid address in the United States or a U.S. territory;
4. Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, etc.);
5. Submit a properly completed Independent Referrer Application & Agreement;
6. If applicant is a Business Entity, submit a properly completed Business Entity Registration Form and a copy of the Business Entity's Articles of Incorporation, Certificate of Incorporation, Articles of Organization, Certificate of Organization, Certificate of Formation, or Certificate of Trust, or other appropriate Trust or Partnership documents as applicable; and
7. Provide a valid email address that is not already associated with an existing Referrer or Company Affiliate.

Applicants are not required to join a Plan to become a Referrer.

9. Referral Rewards.

1. As a Referrer, You have the right to refer and enroll Members into the GDC Program and earn Referral Rewards based on the Quote Amount of the Plans sold to the Members that You refer. For each successful enrollment of a new Member, You will receive a Referral Reward in the amount of 10% of the Quote Amount of the Plan. Referral Rewards are specified in the Affiliate & Referral Program and Short-term Rewards.
2. There are no Referral Rewards paid for renewals of Plans. Thus, there is no recurring income from Members that You have referred.
3. Only after the Company has actually received payment for the Service Fee from the new Member will the Referral Reward associated with such Member's enrollment become Payable to the Referrer who referred the new Member. Referral Rewards shall be paid to You as described in Section 9 below.
4. Members who join a Plan as a result of Your referral are deemed to be customers of the Company.
5. The Company may withhold initial Referral Rewards for Referrers who are new to the Referrer Program, or who have Referral Rewards that are potentially fraudulent as determined by the Company in its sole discretion, in order to determine the legitimacy and Churn Rate (as specified in the Affiliate & Referral Program) of referred Members.
6. The Company may suspend payment of Referral Rewards at any time and indefinitely, if it suspects fraud, improper activity or a potential breach of any of the terms in this Agreement by You or a Member that You referred. The Company may deduct from Your current and future Referral Rewards any and all Referral Rewards corresponding to any fraudulent, improper, questionable, or canceled purchases.
7. The Company, in its sole discretion, may, among other available remedies, withhold indefinitely any Referral Rewards, and/ or reverse, deny or reject any Referral Rewards, and/or deny or reject any Referrer account, and/or terminate this Agreement immediately, for:
8. Any Member enrollments deemed to be fraudulent or for which the Company sees a pattern of potentially fraudulent activity, including, without limitation, where there are multiple Member accounts which are being operated by the same user or person, or referral of Members which do not comply with this Agreement.
9. Referrers whom the Company believes may be artificially submitting referred Members, or using false advertising, using marketing practices that the Company deems to be unethical or likely to attract fraudulent signups.
10. Any use of misleading sites, or accounts in social media.
11. Any breach of this Agreement.

10. Payment of Referral Rewards.

1. Referral Rewards become Payable as described in section 8 above.
2. A Referrer must be Active and in compliance with the Agreement to qualify for rewards under the Affiliate & Referral Program and the Short-Term Rewards. So long as a Referrer complies with the terms of the Agreement, Company shall pay rewards to such Referrer in accordance with the applicable rewards program. From time to time, special bonuses or promotions are offered to referrers. The details of each of these offerings will be made available at www.gooddriver.ai or App.
3. Company will not issue a payment to a Referrer without the receipt of a completed and signed Referrer Application & Agreement.
4. Each Referrer will have a virtual wallet within the Company application. The rewards and points will be recorded as positive in the wallet and the revocation of the rewards and points will be recorded as negative in the wallet. If future rewards or points are earned, these new rewards and points will first offset any negative balance in the wallet. If no new rewards or points are earned, then the negative balance will remain. The Company reserves the right to pursue all negative rewards and points from the Affiliate through all available means at both law and equity.
5. For additional information on payment of rewards, please review the Affiliate & Referral Program.

11. Referral Rewards Disputes.

Via Your Referrer account accessed at the Company's application, You will have access to data and activity and You specifically agree to file any Referral Rewards disputes as well as any other disputes and discrepancies within 30 days after a Referral Rewards become Payable as described herein. Disputes filed after more than said 30 days will not be accepted by the Company and You forever forfeit any rights to a potential claim.

12. Adjustments to Referral Rewards Payments.

If a newly enrolled Member withdraws from the GDC Program (i.e., cancels the Plan) within 90 days of his or her payment of the Service Fee, the Referral Rewards attributable to the withdrawn Plan will be recovered by the Company from the Referrer who was paid the Referral Rewards based on the withdrawn Plan. Such unearned Referral Rewards will be deducted, in the month in which the Plan was withdrawn and continuing every month thereafter until the Referral Rewards is fully recovered from the Referrer who received the unearned Referral Rewards. The Company reserves the right to withhold or reduce a Referrer's Referral Rewards payments as it deems necessary to comply with any validly issued garnishment or court order directing the Company to retain, hold, or redirect such compensation to a third party.

13. No Unfair, Deceptive, or Misleading Conduct.

You agree that You will safeguard and promote the good reputation of the Company and the GDC Program, and that You will avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices in the promotion of the GDC Program. You agree that You will not engage in any conduct, or make any claims or statements, that may damage the Company's goodwill or reputation or the goodwill or reputation of the GDC Program. You further agree that You will not make any offensive or inappropriate communications in association with Your marketing or promotion of the GDC Program (including for example but not limited to, marketing, websites, blog posts, social media posts, videos, audios, emails, Tweets, etc.).

14. Advertising and Promotion.

1. You may advertise and promote the GDC Program and the enrollment of new Members into Plans provided Your advertising and promotional methods are truthful and non-deceptive and comply with this Agreement and applicable law.
2. You may produce Your own advertising materials provided the materials comply with all of the provisions of this Agreement, including that the material:
3. Is produced in a professional and tasteful manner and does not reflect poorly upon the Company, including any material considered to be, in the Company's discretion, discourteous, deceptive, misleading, illegal, indecent, unethical, offensive, or immoral;
4. Is truthful in content and makes no deceptive claims;
5. Follows all laws and rules of conduct that apply to advertising and ethical business practices;
6. Is not in violation of any intellectual property rights of the Company or any third party; and
7. Does not imply that such material has been approved, endorsed, produced, or recommended by the Company.
8. In the advertising and promotion of the GDC Program and the enrollment of new Members into Plans, You agree as follows:
9. You will identify Yourself as a " Good Driver Club Independent Referrer" and not expressly state or imply that You are an employee of the Company.
10. You will NOT use or display any of the Company's trademarks or logos except as expressly authorized herein or as specifically permitted when using banners or other advertising materials provided to You by the Company.
11. You will NOT make use of "spam" or unsolicited commercial email to promote the GDC Program and the enrollment of new Members into Plans and will only send such emails to persons who have specifically requested them from You. If You send any emails promoting the GDC Program and the enrollment of new Members into Plans, such emails must strictly comply with state and federal laws regarding unsolicited commercial email.
12. You will honor all opt-out requests that You receive, regardless of how delivered to You.
13. You will NOT use or transmit unsolicited faxes.
14. You will NOT engage in telemarketing or send unsolicited SMS text messages to promote GDC Program and the enrollment of new Members into Plans.
15. When promoting or discussing the GDC Program and Plans, You WILL NOT make claims, including but not limited to testimonials, about the GDC Program or Plans that are not consistent with the claims contained in Company-produced literature or posted on the Company's official website.
16. Social Media Promotion.
17. If You use any form of social media to advertise or promote the GDC Program and the enrollment of new Members into Plans, You must identify Yourself as a " Good Driver Club Independent Referrer" and comply with any such social media site's restrictions and policies regarding commercial activity. If a social media site prohibits commercial activities, You shall not promote the GDC Program or the enrollment of new Members into Plans at such site.
18. In any social media posts promoting the GDC Program and the enrollment of new Members into Plans, You agree that You shall comply with the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising ("Endorsement Guides) at https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255. In connection with such posts, You agree:
19. You will disclose that You are an Independent Referrer for the Company in any social media post that You make promoting the GDC Program and/or Plans.
20. Such disclosure shall be immediately visible on Your post and shall not require a viewer to scroll down or click on any links.
21. Such disclosure should not appear only on Your "About Me" or profile page, at the end of posts or videos, or anywhere that requires a person to click on a "More" link.
22. In any video posted to Your social media accounts that promote the GDC Program, the disclosure shall be included in the video itself and not just the description accompanying the video.
23. In any social media live presentation that You present, You agree to periodically disclose that You are an Independent Referrer so that viewers who see only part of the live stream will get the disclosure.
24. You are fully responsible for all of Your verbal and written statements made regarding the GDC Program and Plans that are not expressly contained in official Company materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through social media, in print, or any other means of communication. You agree to indemnify the Company and its directors, officers, employees, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by any of them as a result of Your unauthorized representations or actions. This provision shall survive the termination of the Agreement.

15. Assignment of Rights and Delegation of Duties.

You may not assign any rights under the Agreement without the prior written consent of the Company. Any attempt to transfer or assign the Agreement without the express written consent of the Company renders the Agreement voidable at the option of the Company and may result in termination of the Agreement. If the assets of the Company, or a controlling ownership interest in Company, is transferred to a third party, the Company may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

16. Waiver.

Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

17. Waiver of Right of Publicity.

You grant the Company an irrevocable license to reproduce and use Your name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. You waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

18. Minimum Age.

If You are an individual, You certify that You are at least 18 years of age.

19. Business Entity Good Standing.

If You are a Business Entity, You verify that You are a corporation, limited liability company, partnership, or trust that is duly organized, validly existing, and in good standing of the laws of the state in which You are organized and have all requisite power and authority to enter into and perform Your obligations under this Agreement.

20. Severability.

If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement, and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Referrer against the Company shall not constitute a defense to the Company's enforcement of any term or provision of the Agreement.

21. Term and Termination of the Agreement.

1. The term of this Agreement shall commence upon Company's acceptance of Your Referrer Application and will end when terminated as provided herein. Either Party may cancel the Agreement at any time and for any reason. You are only eligible to receive Referral Rewards that become Payable during the term of the Agreement. Any Referral Rewards that become Payable following the termination of the Agreement are forever forfeited by You. The Company may delay making Your final Referral Rewards Payable for a reasonable period of time to ensure that the service fee payment associated with such Referral Rewards are valid and not fraudulent.
2. If You violate this Agreement, You will immediately forfeit any right to any and all Referral Rewards that are not yet Payable as of the date of such violation and the Agreement may be automatically terminated.
3. This Agreement will be deemed automatically terminated and all Referral Rewards that are not yet Payable (pending) will be forfeited upon Your violation of any of the terms of this Agreement or of any applicable law or regulation.
4. This Agreement will automatically terminate if You do not earn any Referral Rewards, commissions or bonuses for six (6) consecutive months. If the former Referrer wishes to reapply for a business, he or she may do so under a new Sponsor.
5. This Agreement will automatically terminate in the event You elect to participate as an Affiliate in Company's multilevel marketing program and are accepted by Company as an independent contractor Good Driver Club Independent Affiliate. In that event, Your right to receive Referral Rewards that are not yet Payable as of the date of such termination shall not be forfeited and will be paid to You pursuant to the Affiliate compensation structure of such MLM program.
6. The Company reserves the right to terminate all Referrer Agreements upon 30 days' notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling and/or Affiliate marketing channels.

22. Trademarks and Copyrights.

The name " Good Driver Club" and other names and logos as may be adopted by the Company are proprietary trade names, trademarks, and service marks of the Company. The Company grants You a limited license to use its trademarks and trade names in promotional media for so long as the Agreement is in effect. Upon cancellation of the Agreement for any reason, the license shall expire, and You agree that You shall immediately discontinue all use of the Company's trademarks and trade names. Under no circumstances may You use any of the Company's trademarks or trade names in any email address, website domain name, social media handle, or social media name or address. In addition, Company-produced Sales Tools, videos, audios, podcasts, and printed material are copyrighted. You agree that You will not copy or make derivatives of any such materials for Your personal or business use without the Company's prior written approval.

23. Violation of the Agreement.

You agree that if You fail to comply with any of the terms or conditions of this Agreement, or engage in any illegal, fraudulent, deceptive or unethical business conduct, or take any action (or as the case may be, fail to take any action) that results in damage to the Company's reputation or goodwill, the Company may, at its sole and absolute discretion, temporarily suspend Your status as a Referrer, involuntarily terminate this Agreement, or take any other action that the Company deems appropriate to address Your misconduct. Such disciplinary measure may include but shall not be limited to: a) the issuance of a written warning; b) a requirement that You take corrective measures; or c) the withholding of all or part of Referral Rewards during the period that the Company is investigating any conduct that is allegedly in violation of this Agreement. In situations that the Company deems appropriate, the Company may institute legal proceedings for monetary and/or equitable relief. If any individual associated with a Business Entity as a shareholder, member, officer, director, manager, or employee violates the Agreement, such violation shall be deemed a violation of the Agreement by the Business Entity.

24. Indemnification.

You agree to indemnify and hold the Company harmless with respect to any claims, damages, losses, fines, penalties, judgments, settlements, or other expenses, including, but not limited to, Company's own reasonable attorney's fees, arising from any breach by You of the Agreement or violation of the law, and any other act or omission that occurs in the course and scope of Your conduct of business as a Referrer. The provisions of this section survive the termination of this Agreement.

25. DISPUTE RESOLUTION.

1. THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS YOU MAY HAVE AGAINST THE COMPANY, OR CLAIMS THE COMPANY MAY HAVE AGAINST YOU, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THIS DISPUTE RESOLUTION AGREEMENT OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AGREEMENT OR THE AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES' MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THIS DISPUTE RESOLUTION AGREEMENT IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT ("FAA") SHALL GOVERN THIS DISPUTE RESOLUTION AGREEMENT WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY. Any controversy, claim or dispute of whatever nature arising between You, on the one hand, and the Company and/or the Related Parties (as defined in subsection e below), on the other, including but not limited to those arising out of or relating to the Agreement or the breach thereof or the commercial, economic or other relationship of You and the Company and/or the Related Parties (for purposes of this Section, each a "party"), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise ("Dispute"), shall be settled through informal dispute resolution, mediation or individual binding arbitration, as provided herein.

2. Informal Dispute Resolution. If a Dispute arises, the Parties shall first attempt in good faith to resolve it promptly by informal dispute resolution. The Parties agree that prior to submitting any dispute or claim to arbitration for resolution, the Parties shall initiate the informal dispute resolution process pursuant to this paragraph. Any of the Parties involved in the Dispute may initiate the informal dispute resolution process by providing notice (the "Dispute Notice") to each involved Party setting forth the subject of the Dispute and the relief sought by the Party providing the Dispute Notice and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient may respond to all other known recipients of the Dispute Notice with notice of the recipient's position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the Parties will make a good faith effort to confer either in person at a mutually acceptable time and place or by telephone or video conference, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether the informal dispute resolution process is continuing, any Party may submit the Dispute to Judicial Arbitration and Mediation Services, Inc. ("JAMS") for mediation by providing notice of such request to all other concerned Parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the Parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS's mediation procedures and this Section, which shall control.

3. Arbitration. Any Dispute not resolved in writing by informal dispute resolution or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes where monetary relief is sought in excess of two million dollars (\$2,000,000 USD) per claimant, a panel of three arbitrators, in accordance with the then-prevailing Streamlined Arbitration Rules & Procedures of JAMS. The JAMS Rules are available (i) online at https://www.jamsadr.com/RULES-STREAMLINED-ARBITRATION/, (ii) by telephone to JAMS at 1-800-352-5267, or (iii) upon request to the Company at compliance@gooddriver.ai. Unless the parties agree or the law of the jurisdiction in which You reside requires otherwise, the arbitration shall take place in Kent County, State of Delaware. No Party may commence Arbitration with respect to any Dispute unless that Party has pursued informal dispute resolution and, if requested, mediation, as provided herein, provided, however, that no Party shall be obligated to continue to participate in informal dispute resolution or mediation if the Parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any Party or such longer period as may be agreed by the Parties. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as an arbitrator in the case. The Parties understand and agree that if the arbitrator or arbitral panel awards any relief that is inconsistent with any limitation of liability provision of this Agreement, such award exceeds the scope of the arbitrator's or the arbitral panel's authority, and any Party may seek a review of the award in the exclusive jurisdiction and venue of the courts in Kent County in the State of Delaware, unless the laws of the jurisdiction in which You reside require otherwise. The Parties agree to toll any applicable statute of limitations and filing fee deadlines while the Parties engage in this informal dispute resolution process from the date the Dispute Notice is received to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner, unless further tolling is agreed to by the Parties in writing. Except as provided herein, the arbitrator, and not a court, shall have the exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability or formation of this Dispute Resolution Agreement, including, but not limited to, any claim that all or any part of this Dispute Resolution Agreement is void or voidable, is unconscionable, or has been waived. The parties expressly delegate all such issues to the arbitrator. However, notwithstanding anything in this Dispute Resolution Agreement, or any rule or provision of the JAMS rules, any issue concerning the validity of the class, collective, representative or joint action waivers provided in this Dispute Resolution Agreement must be decided by a court, and not an arbitrator. Except as provided herein, if any provision of this Dispute Resolution Agreement is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the Dispute Resolution Agreement.

4. Waiver of Class Action and Jury Trial. THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.

5. Although the Agreement is made and entered into between You and Company, Company affiliates, owners, members, managers and employees ("Related Parties") are intended third-party beneficiaries of the Agreement for purposes of the provisions of the Agreement referring specifically to them, including this agreement to negotiate, mediate and arbitrate. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between You and Company, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties.
6. To the fullest extent allowed by law: (i) the costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all Parties acting with the consent of the Parties to facilitate settlement, shall be shared in equal measure by You, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that Company bear any costs unique to arbitration (which Company shall bear); and (ii) the arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Dispute Resolution Agreement, the court, shall award reasonable costs and attorneys' fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or costs, then that statute or rule shall apply.
7. Nothing in the Agreement shall prevent You or Company from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other equitable relief available to safeguard and protect such Party's interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
8. Any Party may seek specific performance of this Dispute Resolution Agreement, and any Party may seek to compel each other Party to comply with this Dispute Resolution Agreement by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Dispute Resolution Agreement, the Parties consent to exclusive jurisdiction and venue in the courts in Kent County in the State of Delaware, unless the law of the jurisdiction in which You reside requires otherwise. The pendency of mediation or arbitration shall not preclude a Party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the Parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.
9. Mass Arbitration Process Requirements. If twenty-five (25) or more similar Disputes are asserted against Company at or around the same time, and such Disputes involve the same or coordinated counsel or are otherwise coordinated and present substantially similar factual and legal issues (and Your Dispute is one such Dispute), You understand and agree that the resolution of Your Dispute might be delayed. You also agree to the following staged arbitration process, which unless otherwise stated in this section provides additional requirements for arbitration and does not supplant the foregoing dispute resolution provisions. This process is intended to promote efficient, cost-effective resolution and does not limit Your or Company's right to pursue individual arbitration of any dispute. Initial Bellwether Arbitrations. The parties agree that up to Twenty (20) individual Disputes shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Company. These arbitrations will proceed individually, with a different arbitrator assigned to each unless the parties agree otherwise. The parties agree to cooperate in selecting a diverse sample of claims. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any JAMS fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. Mediation After Initial Arbitrations. If after the conclusion of the initial twenty (20) proceedings the parties are unable to resolve the remaining Disputes after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Company will pay the mediator's fee. If the parties are unable to resolve the remaining Disputes through mediation at this time, then forty (40) Disputes shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Company. (If there are fewer than forty (40) Disputes remaining, all shall proceed.) The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any JAMS fees be assessed in connection with those Disputes until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. Subsequent Stages. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining Disputes after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Company will pay the mediator's fee. If the parties are unable to resolve the remaining Disputes in mediation at this time, this staged process shall continue with no more than one hundred (100) Disputes proceeding at any time in a staged order that is selected randomly or by JAMS, until all the coordinated Disputes, including Your Dispute, are adjudicated or otherwise resolved. Voluntary Mediation at Any Time. At any time during these proceedings, either party may request a global mediation, and Company agrees to participate in a global mediation session should Your counsel request it in an effort to resolve all remaining claims. Such a mediation shall not affect a party's right to proceed with arbitration if the mediation is unsuccessful. Staying and Tolling. Any applicable statute of limitations on Your Disputes and filing fee deadlines shall be tolled for claims subject to this section regarding "Mass Arbitration Process Requirements" from the time Disputes are selected for the first set of batching proceedings until the time Your Dispute is selected to proceed in arbitration, withdrawn, or otherwise resolved. Enforcement and Process Oversight. A court of competent jurisdiction shall have authority to enforce this section regarding "Mass Arbitration Process Requirements" and, if necessary, to enjoin the filing or prosecution of arbitration demands against Company. Should a court of competent jurisdiction decline to enforce these "Mass Arbitration Process Requirements," You and Company agree that Your and Company's counsel shall jointly request that JAMS appoint a Process Arbitrator and engage in good faith and with the assistance of the Process Arbitrator to resolve procedural disputes, ensure fairness, and devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. The parties agree that the Process Arbitrator shall have authority to modify the batching procedure as necessary to comply with applicable law and ensure efficient and timely resolution of claims. Either party may engage with JAMS to address reductions in arbitration fees. Compliance with JAMS Rules. This provision is intended to comply with the JAMS Minimum Standards of Procedural Fairness. To the extent of any conflict between this section and the JAMS Rules or applicable law, the JAMS Rules and law shall control.

26. Governing Law, Jurisdiction and Venue.

The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these Terms & Conditions, the law of the State of Delaware without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties. Except as provided herein, and to the fullest extent permitted under applicable law, jurisdiction and venue of any matter or Dispute not subject to arbitration shall reside exclusively in a state or federal court sitting in Kent County, State of Delaware, unless the laws of the state in which You reside requires otherwise. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

27. Damage Waiver.

In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages.

28. Headings and Titles.

The headings and titles used in this Agreement are included for convenience only and shall not limit or otherwise affect the terms and conditions of this Agreement.