TIDY Affiliate Agreement

7. Dispute Resolution: Governing Law

7.1 INFORMAL NEGOTIATIONS

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Service Provider and TIDY ("Dispute"), Service Provider and TIDY agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Service Provider's address for such notices is the address provided by Service Provider to TIDY. TIDY's address for such notices is electronic at legal@tidy.com.

7.2 ARBITRATION

If a Dispute is not resolved through Informal Negotiations, you and TIDY agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement").

This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be conducted by FairClaims in accordance with its Arbitration Rules & Procedures effective at the time a claim is made.

Your arbitration fees and your share of arbitrator compensation will be governed by the FairClaims Arbitration Rules & Procedures. If you are unable to pay such costs, TIDY will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law.

The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Subsection (d) below.

If the arbitrator issues an award to Service Provider that is greater than the value of TIDY's last written settlement offer made after Service Provider participated in good faith in the Informal Negotiation process, then TIDY will pay Service Provider the amount of the award or U.S. $5,000, whichever is greater.

If the arbitrator is unable to conduct the arbitration for any reason, the arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules, as modified by this Agreement. If neither Fairclaims or AAA can conduct the arbitration, the parties will use another arbiter.

7.3. EXCLUDED DISPUTES

Excluded Disputes. You and TIDY agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

7.4. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION

To fullest extent permitted by applicable law, You and TIDY agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). The interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

7.5. RULES/STANDARDS GOVERNING ARBITRATION PROCEEDINGS

A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

7.6. REMEDIES FOR VIOLATIONS

If either party initiates an action in violation of this mutual arbitration provision, and a court or arbitrator determines that such an action is barred by this agreement, then the party who initiated the violating action shall be liable to pay the other party's costs (including attorney fees) to remedy that violating action, unless such damages are prohibited by law.

7.7. SEVERABILITY

You and TIDY agree that the parties agree solely to individual arbitration to the fullest extent of the law, and any section is found is found illegal or unenforceable, that portion will be severed, and the remainder will be given full force and effect.

7.8. GOVERNING LAW

Except for the mutual arbitration provision set forth in Section 19, which is governed by the Federal Arbitration Act, and except as may be prohibited by the law of the State in which Service Provider primarily works and resides, this Agreement shall be governed and interpreted pursuant to the laws of the state in which the Service Provider performs the majority of his or her services under the Agreement, notwithstanding any principles of conflicts of law.

8. Term and Termination

This Agreement will begin upon your acceptance into the TIDY Affiliate Program and will continue until terminated. We may terminate this Agreement at any time, with or without cause.