Terms of Service

Last Updated: 09/18/2023

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Honest Day’s Work, Inc., LLC, subsidiaries, representatives, affiliates, officers and directors (collectively, “Honest Day’s Work,” “we,” “us” or “our”) governing your use of the James applications, websites, technology, facilities, and platform (collectively, the “James App”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND HONEST DAY’S WORK CAN BE BROUGHT (SEE SECTION 17 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST HONEST DAY’S WORK TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.

Please read this Agreement carefully.

By entering into this Agreement, and/or by using or accessing the James App, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE JAMES APP OR ANY OF THE SERVICES PROVIDED THROUGH THE JAMES APP.

The James App provides a platform where, among other things, persons who seek transportation to certain destinations (“Riders”) can connect with professional drivers they have added to their contacts (“Drivers”) for personalized chauffeur services and pay for Driver Services (as defined herein). Drivers, Riders, and any other individuals using the James App are collectively referred to herein as “Users” or “you,” and the driving services provided by Drivers to Riders, shall be referred to herein as “Driver Services.” “James Services” shall include any service provided by Honest Day’s Work pursuant to the James App (for clarity, Honest Day’s Work Services does not include Driver Services). As a User, you authorize Honest Day’s Work to connect you with Drivers or Riders that you have added to your contact list in the James App. Any decision by a User to offer or accept Driver Services is a decision made in such User’s sole discretion.

Honest Day’s Work reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. For the avoidance of doubt, your continued use of the James App after we post the modified Agreement to our website constitutes your acceptance of the modified Agreement. Honest Day’s Work reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the James App after any such changes shall constitute your acceptance of such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

The James App may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The James App is not available to Users who have had their User account temporarily or permanently deactivated, unless Honest Day’s Work decides, in its sole discretion, to reactivate such User’s account. You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by Honest Day’s Work. To use the James App, each User shall create a User account. Each person may only create one User account, and Honest Day’s Work reserves the right to deactivate and/or merge any additional or duplicate accounts. Your participation in certain Honest Day’s Work programs and use of certain Honest Day’s Work services may be subject to additional eligibility requirements as determined by Honest Day’s Work

By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a 16 or 17-year old minor you may create a User account for such minor to use the James App subject to the following requirements and restrictions: (a) you ensure that the minor’s use of the James App is limited solely to accessing and using Honest Day’s Work Services, (b) you determine that the Honest Day’s Work Services are suitable for the minor, (c) you ensure that the minor’s use of the James App and applicable Honest Day’s Work Services is done in compliance and acknowledgement of all applicable safety instructions and warnings in this Agreement and the James App, (d) you ensure that the minor does not request or accept any Driver Services unless accompanied by you or an authorized guardian, and (e) you explain the terms of this Agreement to the minor. For clarity, no unaccompanied User under 18 years old may ride in an autonomous vehicle.

By creating a User account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, you expressly guarantee the minor’s acceptance, and your own acceptance, of the terms of this Agreement, and you shall assume any and all responsibility and liability for the minor’s use of the James App as provided by the terms of this Agreement. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. You further agree to the processing of personal information of the minor that is used to create and administer a User account for such minor. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor rider. Upon the minor turning 18 years old, the minor will no longer be permitted to use the minor’s account, but will need to create their own account and agree to the Terms of Service.

1. Acknowledgement of Charges.

As a User, you understand that request or use of Driver Services or Honest Day’s Work Services may result in charges (“Charges”) to you. Charges to Riders may include fares and other applicable charges and fees as set forth in Section 4(b) and the Service Fee (as defined herein). Honest Day’s Work charges a “Service Fee,” which includes a percentage of the base fare, extra charges, and tips, less any applicable discounts, for each ride. Both your estimated charges and receipt will include itemization of all charges, including the Service Fee. Charges (excluding taxes, tips and Service Fees) are determined by your Driver and not Honest Day’s Work. While Honest Day’s Work may assist Drivers in calculating estimated charges for a ride (a “Trip Estimate,”) the Driver is responsible for determining Charges. The Trip Estimate provided by the Driver and displayed in the James App is non-binding and final Charges are determined by the Driver after the conclusion of the ride. Charges may not be immediately displayed at the conclusion of the ride as Drivers have up to one hour to input the Charges into the James App. The payment method under the Rider’s User account shall be billed automatically for the Charges. Riders and Drivers are encouraged to discuss Charges prior to the conclusion of the ride. Any disputes over the Charges are between the Rider and Driver and not Honest Day’s Work. Riders shall be responsible for all Charges incurred under Rider’s User account regardless of Rider’s awareness of such Charges or the amounts thereof. Honest Day’s Work disclaims all liability for the amounts of Charges billed to Rider through the James App, other than payment processing errors. If you believe there was a payment processing error, you may contact Honest Day’s Work at support@james.app.

2. Additional Charges and Fees.

Your ride may incur the following additional Charges and fees:

Cancellation Fee. After requesting a ride you may cancel it through the James App, but note that a cancellation fee may apply if a Driver chooses to apply a cancellation fee.

Damage Fee. If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” depending on the extent of the damage (as determined by your Driver), towards vehicle repair or cleaning. Honest Day’s Work reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.

Tolls. In some instances tolls, toll estimates, or return tolls may apply to your ride as determined by your Driver.

Other Charges. Other fees and surcharges may apply to your ride as determined by your Driver, including, but not limited to: actual or anticipated airport fees, state fees, local fees, event fees, fuel surcharges, wait time fees, special services requests and distance surcharges. In addition, where required by law, Honest Day’s Work will collect applicable taxes

Tips. Following a ride, you have the opportunity to elect to tip your Driver through the James App. You may also elect to set a default tip amount or percentage through the James App

1. Facilitation of Charges.

All Charges are facilitated through the third-party payment processor Stripe, Inc. Honest Day’s Work may replace its third-party payment processor without notice to you. Cash payments are prohibited unless expressly permitted by Honest Day’s Work. By linking a payment method to your User account, you authorize Honest Day’s Work to charge such linked payment method for Charges. Your payment of Charges to Honest Day’s Work satisfies your payment obligation for your use of the James App, Honest Day’s Work Services and Driver Services. If your primary payment method expires, is invalid, or if Charges to your primary payment method are unable to be processed for whatever reason, then you agree that Honest Day’s Work may charge your other available payment methods in the James App. If you don't recognize a transaction, then check your ride receipts and payment history.

2. No Refunds.

All Charges are non-refundable except to the extent required by law. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the James App, any disruption to the James App, Honest Day’s Work Services or Driver Services, or any other reason whatsoever.

3. Payment Card Authorization.

Upon addition of a new payment method Honest Day’s Work may seek authorization of your selected payment method to verify the payment method and protect against unauthorized behavior. For each request for Honest Day’s Work Services or Driver Services, Honest Day’s Work may place a temporary authorization on your payment method for the Trip Estimate at the time your Driver picks you up. The authorization is not a charge, however it may reduce your available credit. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Honest Day’s Work is not responsible for these charges and is unable to assist you in recovering them from your issuing bank.

For clarity, Honest Day’s Work does not charge a fee for Users to access the James App, but retains the right to charge Users a fee or any other Charge for accessing or using Honest Day’s Work Services and/or Driver Services made available through the James App

4. Payment Processor.

When creating an account, you will be required to provide information regarding your credit card or other payment instrument to our third party payment processors (the “Payment Processors”). Honest Day’s Work currently uses Stripe (https://stripe.com) as its Payment Processor, but reserves the right to change Payment Processors. You will tender payment to the applicable Payment Processor. Fees for the Service will be processed by the applicable Payment Processor. You are bound by the applicable Payment Processor’s terms and conditions (as available on the Payment Processor’s website) for the processing of payments, as the same may be modified by such Payment Processor from time to time (collectively, the “Payment Processor Terms”). Information provided to any Payment Processor is governed by the applicable Payment Processor Terms. Stripe’s Payment Processor Terms are comprised of Stripe’s Connected Account Agreement, located at https://stripe.com/connect-account/legal, which includes the Stripe Services Agreement located at https://stripe.com/legal. Stripe will also process your personal information in accordance with Stripe’s Global Privacy Policy located at https://stripe.com/privacy. We are not responsible for the performance of any Payment Processor, including Stripe.

If you are a Driver, you will receive payment for your provision of Driver Services pursuant to the terms of the Driver Addendum, which shall form part of this Agreement between you and Honest Day’s Work.

By entering into this Agreement or using the James App, you agree to receive communications from us, our affiliates, or our third-party partners, at any of the phone numbers provided to Honest Day’s Work by you or on your behalf, and also via email, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Honest Day’s Work, its affiliated companies and/or Drivers may include but are not limited to: operational communications concerning your User account or use of the James App, Honest Day’s Work Services or Driver Services, updates concerning new and existing features on the James App, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Honest Day’s Work and industry developments. If you change or deactivate the phone number you provided to Honest Day’s Work, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE JAMES APP OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM HONEST DAY’S WORK (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE JAMES APP OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE, UNLESS INITIATED BY YOU. FOR COMMUNICATION SERVICE SUPPORT OR ASSISTANCE, PLEASE CONTACT US AT SUPPORT@JAMES.APP

Your Information is any information you provide, publish or post, and any information provided on your behalf, to or through the James App (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Honest Day’s Work-related Facebook, Twitter or other social media posting) (your “Information”). Your Information includes any “personal information” or “personal data,” as those terms are defined in the applicable privacy laws. You consent to us using your Information to create a User account that will allow you to use the James App, Honest Day’s Work Services, and participate in the Driver Services. Our collection and use of personal information in connection with the James App, Honest Day’s Work Services, and Driver Services is as provided in Honest Day’s Work’s Privacy Notice. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete Information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Honest Day’s Work to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the James App, Honest Day’s Work Services, or Driver Services you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Honest Day’s Work does not assert any ownership over your Information; rather, as between you and Honest Day’s Work, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

Honest Day’s Work, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. Honest Day’s Work reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Honest Day’s Work determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Honest Day’s Work reserves the right to terminate, discontinue, modify or cancel any promotions or programs at any time and in its sole discretion without notice to you.

Honest Day’s Work’s referral program may provide you with incentives to refer your friends and family to become new Users of the James App (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.

See the rules for Driver Referral Incentive Program here.

With respect to your use of the James App, Honest Day’s Work Services, and your participation in the Driver Services, you agree that you will not:

• impersonate any person or entity;
• stalk, threaten, or otherwise harass any person, or carry any weapons;
• forcibly detain a Rider or Driver in connection with a ride;
• violate any law, statute, rule, permit, ordinance or regulation;
• interfere with or disrupt the James App or the servers or networks connected to the James App;
• post Information or interact on the James App, Honest Day’s Work Services or Driver Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
• use the James App in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the James App or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the James App;
• “frame” or “mirror” any part of the James App, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
• modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the James App;
• rent, lease, lend, sell, redistribute, license or sublicense the James App or access to any portion of the James App;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, copy, access, acquire information, generate impressions or clicks, input or store information, search, monitor any portion of the James App, or in any way reproduce or circumvent the navigational structure or presentation of the James App or its contents;
• link directly or indirectly to any other websites;
• engage in any acts or omissions that damage Honest Day’s Work business or reputation;
• transfer, lend, or sell your User account, password and/or identification, or any other User’s Information to any other party;
• use a false email address or other identifying information, impersonate or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the James App;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
• violate any of the Referral Program rules if you participate in the Referral Program;
• commercialize the Driver Services or our Honest Day’s Work Services without an agreement directly with Honest Day’s Work;
• misuse or abuse the Driver Services or our Honest Day’s Work Services in violation of eligibility requirements as determined by Honest Day’s Work;
• engage in sexual misconduct, including sexual assault and sexual harassment, including but not limited to any physical or non-physical conduct (verbal or staring) of a sexual nature that is without consent or has the effect of threatening or intimidating a User;
• circumvent any measures implemented by Honest Day’s Work to prevent or address violations of this Agreement; or
• cause any third party to engage in the restricted activities above.

Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security or violation of this Agreement, you agree to notify us immediately.

By providing Driver Services as a Driver on the James App, you represent, warrant, and agree that:

• You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Driver Services.
• You own, or have the legal right to operate, the vehicle you use when providing Driver Services; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind; and any and all applicable safety recalls have been or will be remedied per manufacturer instructions.
• The vehicle you use to provide Driver Services has the required state and/or local commercial vehicle permit or license (e.g., TCP or livery and limousine permit or license); and you are the holder of such permit or license or have a verifiable permission from such permit or license holder to use such vehicle to provide the Driver Services. Upon request by Honest Day’s Work, you agree to provide a copy of such permit, as well as any additional information related to the permit, as may be reasonably requested by Honest Day’s Work.
• You will not engage in reckless behavior while driving or otherwise providing Driver Services, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Driver Services, provide Driver Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the James community or third parties.
• You will only provide Driver Services using the vehicle that has been reported to, and approved by Honest Day’s Work, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance).
• You will not, while providing the Driver Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a Rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
• You will not attempt to defraud Honest Day’s Work or Riders on the James App or in connection with your provision of Driver Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares or other payments for the ride(s) in question, terminate your Driver account, and take any other action against you available under the law.
• You will not discriminate against Riders with disabilities. You will make reasonable accommodations as required by law for Riders who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the car’s trunk or backseat.
• You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement
• You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Driver Services, and you agree to provide proof of such insurance and that information regarding such insurance may be released to Honest Day’s Work upon Honest Day’s Work’s reasonable request.
• You will pay all applicable federal, state and local taxes based on your provision of Driver Services and any payments received by you.
• You will comply with Honest Day’s Work’s reasonable requests to provide information in connection with Rider complaints, law enforcement requests, or any other incident.

1. Property Rights.

All intellectual property rights in and to the James App shall be owned by Honest Day’s Work absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the James App are the property of their respective owners. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights.

2. Our Trademarks.

James™, Honest Day’s Work™ and other Honest Day’s Work logos, designs, graphics, icons, scripts and service names are trademarks or trade dress of Honest Day’s Work in the United States and/or other countries (collectively, the “Honest Day’s Work Marks”). If you provide Driver Services as a Driver, Honest Day’s Work grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Honest Day’s Work Marks solely on the James stickers/decals, and any other James-branded items provided by Honest Day’s Work directly to you in connection with providing the Driver Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Honest Day’s Work’s prior written permission, which it may withhold in its sole discretion. The James logo (or any Honest Day’s Work Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Honest Day’s Work Mark in a domain name or Honest Day’s Work referral code, or use of a Honest Day’s Work Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the James App, but may not misidentify yourself as Honest Day’s Work, an employee of Honest Day’s Work, or a representative or agent of Honest Day’s Work.

You acknowledge that Honest Day’s Work is the owner and licensor of the Honest Day’s Work Marks, including all goodwill associated therewith, and that your use of the James logo (or any Honest Day’s Work Marks) will confer no interest in or ownership of the Honest Day’s Work Marks in you but rather inures to the benefit of Honest Day’s Work.

You agree that you will not: (1) create any materials that use the Honest Day’s Work Marks or any derivatives of the Honest Day’s Work Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Honest Day’s Work in writing; (2) use the Honest Day’s Work Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Honest Day’s Work Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Honest Day’s Work’s rights as owner of the Honest Day’s Work Marks or the legality and/or enforceability of the Honest Day’s Work Marks, including, challenging or opposing Honest Day’s Work’s ownership in the Honest Day’s Work Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Honest Day’s Work Marks, any derivative of the Honest Day’s Work Marks, any combination of the Honest Day’s Work Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Honest Day’s Work Marks; (5) use the Honest Day’s Work Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

You agree you will not rent, lease, lend, sell, or otherwise redistribute the James App, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic James App or other Honest Day’s Work Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from Honest Day’s Work.

Violation of any provision of this License may result in immediate termination of the License, in Honest Day’s Work’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Honest Day’s Work Marks (in violation of this Agreement or otherwise), you agree that upon their creation Honest Day’s Work exclusively owns all right, title and interest in and to such materials, including any modifications to the Honest Day’s Work Marks or derivative works based on the Honest Day’s Work Marks or Honest Day’s Work copyrights. You further agree to assign any interest or right you may have in such materials to Honest Day’s Work, and to provide information and execute any documents as reasonably requested by Honest Day’s Work to enable Honest Day’s Work to formalize such assignment.

3. User Sumissions.

All inquiries, feedback, suggestions, ideas, criticism or other information that you provide to us concerning the Services (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, you hereby grant us full ownership of the Submission and hereby assign and transfer all rights, including intellectual property rights, in such Submissions to Honest Day’s Work as if we had created, developed and posted the Submission for its own purposes, with no obligation to pay you royalties or any other compensation. We reserve the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with our products or Services. You also acknowledge that Submissions will not be returned and we may use Submissions, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products and/or services.

If you make a Submission, you represent and warrant that you own or otherwise control the rights to the Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

4. DMCA Complaints.

Honest Day’s Work respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Honest Day’s Work of your infringement claim in accordance with the procedure set forth below. Honest Day’s Work will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Honest Day’s Work Copyright Agent at support@james.app (Subject line: “DMCA Takedown Request”). To be effective, the notification must be in writing and contain the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; and
2. A description of the copyrighted work or other intellectual property that you claim has been infringed; and
3. A description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; and
4. Your address, telephone number, and email address; and
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your Notice (as hereinafter defined) is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

The following disclaimers are made on behalf of Honest Day’s Work, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Honest Day’s Work does not provide transportation services, and Honest Day’s Work is not a transportation carrier. Honest Day’s Work is not a common carrier or public carrier. Honest Day’s Work is not a transportation network company or a transportation charter-party carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the James App, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the James App. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Driver Services. Any safety-related feature, process, policy, standard, or other effort undertaken by Honest Day’s Work is not an indication of any employment or agency relationship with any User.

The James App is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the James App, Honest Day’s Work Services and/or the Driver Services, including the ability to provide or receive Driver Services at any given location or time. Honest Day’s Work reserves the right, for example, to limit or eliminate access to the James App for Driver Services and/or Honest Day’s Work Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the James App, Honest Day’s Work Services or Driver Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the James App will be corrected, or that the James App is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the James App, Honest Day’s Work Services or Driver Services, including with respect to mapping, navigation, estimated times of arrival, and routing services. You are responsible at all times for your conduct and the consequences of your conduct while using the James App.

We cannot guarantee that each Rider or Driver is who he or she claims to be. Please use common sense when using the James App, Honest Day’s Work Services and Driver Services, including looking at the photos of the Driver and the license plate or Rider you have added to your contacts to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the James App by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.

Honest Day’s Work is not responsible for the conduct, whether online or offline, of any User of the James App, Honest Day’s Work Services or Driver Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the James App, Honest Day’s Work Services, and participating in the Driver Services, you agree to accept such risks and agree that Honest Day’s Work is not responsible for the acts or omissions of Users on the James App, Honest Day’s Work Services, or participating in the Driver Services.

You are responsible for the use of your User account and Honest Day’s Work expressly disclaims any liability arising from the unauthorized use of your User account.

It is possible for others to obtain information about you that you provide, publish or post to or through the James App (including any profile information you provide), send to other Users, or share during the Driver Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the James App or through the Driver Services or Honest Day’s Work Services. Please carefully select the type of information that you post on the James App or through the Driver Services, Honest Day’s Work Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Honest Day’s Work or made available through the James App, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the James App or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the James App and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the James App is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Honest Day’s Work, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the James App. Any of your Information, including geolocational data, you upload, provide, or post on the James App may be accessible to Honest Day’s Work and certain Users of the James App.

Honest Day’s Work advises you to use the James App with a data plan with unlimited or very high data usage limits, and Honest Day’s Work shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the James App.

Honest Day’s Work shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

You will indemnify and hold harmless and, at Honest Day’s Work’s election, defend Honest Day’s Work including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the James App, Honest Day’s Work Services, and participation in the Driver Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials or Information that you submit to us or transmit through the James App or to us infringes, misappropriates, or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Driver Services as a Driver; and/or (5) any other activities in connection with the James App, Honest Day’s Work Services, or Driver Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without Honest Day’s Work’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party.

IN NO EVENT WILL HONEST DAY’S WORK, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “HONEST DAY’S WORK” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE JAMES APP, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE JAMES APP, HONEST DAY’S WORK SERVICES, THE DRIVER SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, HONEST DAY’S WORK HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, RELIANCE ON, OR YOUR INABILITY TO ACCESS THE SERVICES SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. HONEST DAY’S WORK SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HONEST DAY’S WORK’S REASONABLE CONTROL. IN NO EVENT SHALL HONEST DAY’S WORK’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, TWO HUNDRED AND FIFTY DOLLARS ($250).

This Agreement is effective upon your acceptance of this Agreement. Honest Day’s Work, in its sole discretion, may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

1. Agreement to Binding Arbitration Between You and Honest Day’s Work.

YOU AND HONEST DAY’S WORK MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Delaware, including Del. Code tit. 10, § 5701 et seq., without regard to choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with Honest Day’s Work ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Honest Day’s Work, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Honest Day’s Work’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND HONEST DAY’S WORK. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the James App, the Driver Services, the Honest Day’s Work Services, Honest Day’s Work promotions, gift card, referrals or loyalty programs, the Honest Day’s Work Tablet, any other goods or services made available through the James App by Honest Day’s Work or a third-party provider, your relationship with Honest Day’s Work, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Honest Day’s Work’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Honest Day’s Work, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by Honest Day’s Work and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND HONEST DAY’S WORK ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

2. Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND HONEST DAY’S WORK MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND HONEST DAY’S WORK BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST HONEST DAY’S WORK, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C).

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

3. Representative PAGA Waiver.

Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and Honest Day’s Work agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and Honest Day’s Work agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

4. Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

As part of the arbitration, both you and Honest Day’s Work will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Riders or Drivers, but is bound by rulings in prior arbitrations involving the same Rider or Driver to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

5. Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

If Honest Day’s Work initiates arbitration under this Arbitration Agreement, Honest Day’s Work will pay all AAA filing and arbitration fees.

With respect to any Claims brought by Honest Day’s Work against a Driver, or for Claims brought by a Driver against Honest Day’s Work that: (A) are based on an alleged employment relationship between Honest Day’s Work and a Driver; (B) arise out of, or relate to, Honest Day’s Work’s actual deactivation of a Driver’s User account or a threat by Honest Day’s Work to deactivate a Driver’s User account; (C) arise out of, or relate to, Honest Day’s Work’s actual termination of a Driver’s Agreement with Honest Day’s Work under the termination provisions of this Agreement, or a threat by Honest Day’s Work to terminate a Driver’s Agreement; (D) arise out of, or relate to, Fares (as defined in this Agreement, including Honest Day’s Work’s commission or fees on the Fares), tips, or average hourly guarantees owed by Honest Day’s Work to Drivers for Driver Services, other than disputes relating to referral bonuses, other Honest Day’s Work promotions, or consumer-type disputes, or (E) arise out of or relate to background checks performed in connection with a user seeking to become a Driver (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Driver Claims”), Honest Day’s Work shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Honest Day’s Work pursuant to the fee provisions above). However, if you are the party initiating the Driver Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Driver Services to Riders, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 17(e)(2), the term “Driver” shall be deemed to include both Drivers and Driver applicants who have not been approved to drive.

Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, only to the extent authorized by applicable law.

Although under some laws Honest Day’s Work may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Honest Day’s Work agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).

If the arbitrator issues you an award that is greater than the value of Honest Day’s Work’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then Honest Day’s Work will pay you the amount of the award or U.S. $1,000, whichever is greater.

6. Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 17(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the James App, Honest Day’s Work Services, or Driver Services. Where these claims are brought in a court of competent jurisdiction, Honest Day’s Work will not require arbitration of those claims. Honest Day’s Work’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the waivers provided in Section 17(b)), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement 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 However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

7. Opt Out of Arbitration.

If you do not wish to be bound by the arbitration and class action waiver provisions in this section, you must notify Honest Day’s Work in writing within 30 days of the date that you first accept this Agreement (unless a longer period is required by applicable law). Your written notification must be emailed to Honest Day’s Work at support@james.app. If you do not notify Honest Day’s Work in accordance with this section, you agree to be bound by the arbitration and class action waiver provisions of this Agreement, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (i) your name, (ii) your Honest Day’s Work account email address; (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Honest Day’s Work through arbitration and that you do not wish to waive your class action rights. If Honest Day’s Work makes any changes to the Dispute Resolution and Arbitration Agreement (other than a change to the email address at which Honest Day’s Work will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending us written notice within 30 days of the change to the address set forth in this section. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Agreement if you had properly opted out of the arbitration and class action waiver provisions in this section within the first 30 days after you first accepted this Agreement. If you have not properly opted out of the arbitration and class action waiver provisions in this section, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject. This notification affects this Agreement only; if you previously entered into other arbitration agreements with Honest Day’s Work or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in this Agreement shall not affect the other arbitration agreements between you and Honest Day’s Work.

8. Severability.

Except as otherwise provided in the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

9. Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and Honest Day’s Work may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Honest Day’s Work. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or as this could violate HIPAA non-discoverable as a result of its use in the negotiation.

10. Binding Effect; Third-Party Beneficiaries.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the James App, Honest Day’s Work Services, or Driver Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.

18. Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Honest Day’s Work’s business, operations and properties, information about a User made available to you in connection with such User’s use of the James App, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Honest Day’s Work for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the James App any Confidential Information obtained from the James App. As a Driver, you understand that some of the Confidential Information you receive may be protected by federal and/or state privacy laws. You should not disclose to anyone the identity of any Rider or the location that you picked up, or dropped off the Rider. You agree to take all reasonable measures to protect the privacy of and avoid disclosure or use of Confidential Information of Honest Day’s Work in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Honest Day’s Work with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Honest Day’s Work or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Honest Day’s Work; becomes known to you, without restriction, from a source other than Honest Day’s Work without breach of this Agreement by you and otherwise not in violation of Honest Day’s Work’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Honest Day’s Work to enable Honest Day’s Work to seek a protective order or otherwise prevent or restrict such disclosure.

19. Relationship with Honest Day’s Work

As a Driver on the James App, you acknowledge and agree that you and Honest Day’s Work are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Honest Day’s Work expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Honest Day’s Work; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Honest Day’s Work, and you undertake not to hold yourself out as an employee, agent or authorized representative of Honest Day’s Work.

Honest Day’s Work does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Driver Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the James App. Honest Day’s Work does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the James App. You retain the option to accept or to decline or ignore a Rider’s request for Driver Services via the James App, or to cancel an accepted request for Driver Services via the James App, subject to Honest Day’s Work’s then-current cancellation policies. Honest Day’s Work does not, and shall not be deemed to, require you to accept any specific request for Driver Services as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, Honest Day’s Work shall have no right to require you to: (a) display Honest Day’s Work’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Honest Day’s Work’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Driver Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Driver Services to other companies, and that Honest Day’s Work does not, and shall not be deemed to, restrict you from engaging in any such activity.

20. General

Except as provided in Section 17, this Agreement shall be governed by the laws of the State of California without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any other substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Honest Day’s Work, in our sole discretion, by providing notice to you. You may not assign this Agreement without Honest Day’s Work’s prior written approval. Any purported assignment by you in violation of this Section 20 shall be void. Except as explicitly stated otherwise, any notices to Honest Day’s Work shall be given by certified mail, postage prepaid and return receipt requested to Honest Day's Work, LLC, 15332 Antioch St, Unit 529, Pacific Palisades, CA 90272. Any notices to you shall be provided to you through the James App or given to you via the email address or physical address you provide to Honest Day’s Work during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and Honest Day’s Work with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the James App, Honest Day’s Work Services, or Driver Services, please contact us at support@james.app.