Independent Contractor Agreement

1. Definitions

1.1 "Applicable Law" means all federal, state, and local laws, rules, regulations, ordinances, guidance, and orders applicable to the Parties, the Platform, a Booking, or the Services, including laws relating to consumer protection, unfair competition, labor and employment classification, independent contractor relationships, taxation, privacy and data security, anti-discrimination and civil rights, accessibility, child protection, mandated reporting (where applicable), and safety. For avoidance of doubt, Applicable Law includes California law to the extent Services are offered or performed in California or California residents are involved.

1.2 "Booking" means a Household's engagement of Provider for a Gig via the Platform.

1.3 "Gig" means a discrete service engagement offered by Provider through the Platform, including a one-time booking or, if enabled, a recurring engagement.

1.4 "Household" means an individual, family, or household seeking services through the Platform (sometimes also referred to as a "Client").

1.5 "Platform" means Village Haven's technology marketplace and related services, including websites, mobile applications, communications tools, support resources, and payment facilitation features.

1.6 "Platform Fee" means the fee charged by Village Haven to Households for access to and use of the Platform in connection with a Booking, currently 15% of the Provider Fee (or such other amount as disclosed to the Household before purchase and at checkout). The Platform Fee is in addition to the Provider Fee and is paid by the Household, and is not deducted from the Provider Fee unless Village Haven expressly discloses otherwise for a particular program or promotion.

1.7 "Provider Fee" means the price set by Provider for a Gig and displayed in the Platform, excluding the Platform Fee and excluding any applicable taxes or governmental charges.

1.8 "Provider Content" means content Provider provides or makes available via the Platform, including profile information, photos, certifications, descriptions, messages, availability, location ranges, and pricing.

1.9 "Services" means the caregiving, household support, companionship, childcare, tutoring, home organization, errands, or other services that Provider independently offers and performs for Households pursuant to Bookings, as permitted by the Platform and Applicable Law.

1.10 "Safety Policies" means Village Haven's then-current community standards, safety policy, marketplace guidelines, and related rules and procedures referenced or linked in the Platform, including reporting and enforcement processes.

1.11 "Payment Processor" means the third-party payments provider(s) used to facilitate payments, payouts, and payment dispute administration on the Platform, currently Stripe (or such successor(s) or additional processors as Village Haven may use from time to time).

1.12 "Village Haven Data" means non-public data and information relating to Village Haven, the Platform, or other users, including Household contact details and other non-public information accessed through the Platform, but excluding information independently obtained by Provider outside the Platform without use of the Platform.

1.13 "Covered Jurisdictions" means any state in which (a) a Provider performs Services, (b) a Household resides, or (c) Village Haven directs marketplace activity. For clarity, California is a Covered Jurisdiction when Services are performed in California or involve California residents.

2. Marketplace Role; No Employment; Independent Contractor Status

2.1 Neutral Marketplace. Village Haven provides a technology marketplace that facilitates introductions, communications, scheduling tools, and (where enabled) payment facilitation between Providers and Households. Village Haven does not provide the Services and is not a party to any agreement for Services between Provider and Household, except to the limited extent a separate written addendum expressly states otherwise.

2.2 Independent Contractor Relationship. Provider is and will remain an independent contractor and not an employee, agent, joint venturer, partner, franchisee, or representative of Village Haven. Provider has no authority to bind Village Haven and will not represent otherwise.

2.3 No Control of Means and Manner. Subject to Safety Policies, Platform integrity requirements, and minimum compliance requirements in this Agreement, Provider retains the right to determine the manner, means, methods, timing, location, tools, supplies, and personnel (if any) used to perform Services.

2.4 No Exclusivity; Multi-Homing. Provider is free to use other platforms and to advertise, solicit, or perform services through other channels, subject only to the narrow non-circumvention and non-solicitation provisions in Section 12.

2.5 No Minimums; No Penalty for Declining. Village Haven does not require Provider to accept a minimum number of Bookings, maintain specific hours, or meet minimum acceptance rates. Any metrics, rankings, or badges shown in the Platform are informational and may be used for safety, fraud prevention, trust and transparency, customer support, or quality signals consistent with this Agreement and Applicable Law.

2.6 No Waiver of Non-Waivable Rights. Nothing in this Agreement waives any rights or protections that cannot be waived under Applicable Law.

2.7 Intent Regarding Classification. The Parties expressly intend to establish an independent contractor relationship consistent with Applicable Law. Village Haven does not control the manner or means by which Provider performs Services. The Parties acknowledge that certain jurisdictions, including California, apply statutory tests (including the "ABC" test under Cal. Labor Code § 2775 et seq.) to determine employment status. Nothing in this Agreement is intended to evade non-waivable protections, and classification will be determined based on actual practices and governing law.

2.8 Business-to-Business Representation. If Provider operates through an entity: Provider represents that, if operating through a business entity, such entity is duly formed, maintains required licenses, maintains separate business operations, contracts with other clients, advertises services to the public, and bears the risk of profit or loss.

2.9 No Operational Control. Village Haven does not control the manner or means by which Provider performs Services and does not:

• A. require Provider to wear uniforms;
• B. require Provider to work specific hours or minimum shifts;
• C. impose penalties or algorithmic consequences for declining specific Bookings;
• D. require minimum acceptance rates;
• E. impose mandatory pricing floors except where required by law or voluntary promotional programs;
• F. require training beyond baseline safety or legal compliance standards; or
• G. impose performance quotas.

Provider retains discretion regarding when, where, and how to perform Services.

3. Eligibility; Account; Profile Accuracy

3.1 Eligibility. Provider represents and warrants that Provider:

• A. is at least 18 years old;
• B. has the legal capacity to contract;
• C. is legally authorized to work and provide Services in the jurisdictions where Provider offers Services; and
• D. will maintain any permits, licenses, certifications, training, and approvals required to lawfully perform Services and will provide evidence upon request where permitted by law.

3.2 Account Integrity. Provider will provide accurate, complete, and current information and will not impersonate any person or misrepresent identity, credentials, certifications, references, background check status, driving record, insurance, availability, or experience.

3.3 One Account; No Transfers. Provider may not sell, transfer, or share Provider account credentials. Provider is responsible for all activity on Provider's account and for maintaining reasonable account security (including strong passwords and, if available, multi-factor authentication).

4. Scope of Services; Provider Discretion; Quality and Professionalism

4.1 Provider-Directed Services. Provider will determine which Services to offer, the Provider Fee for each Gig, and any Service details communicated to Households, provided those details are consistent with this Agreement, the Safety Policies, the Platform's payment/cancellation rules, and Applicable Law.

4.2 Professional Standards. Provider will perform Services:

• A. in a professional, courteous manner consistent with Provider's representations;
• B. in compliance with Applicable Law;
• C. with reasonable care and skill; and
• D. without harassment, discrimination, abuse, neglect, intimidation, exploitation, or unsafe conduct.

4.3 No Regulated Medical Services. Unless Provider holds all required licenses/authorizations and the Platform expressly permits such listings in writing, Provider will not offer or perform medical, nursing, home health, therapy, counseling, mental health services, medication administration, or other regulated clinical services.

4.4 No Safety Guarantee Representations. Provider will not represent that Platform screening, badges, verifications, or any Platform feature guarantees safety, suitability, licensing, or competence.

5. Provider Tools, Supplies, and Expenses

5.1 Provider-Provided Tools. Provider is responsible for obtaining and maintaining the tools, equipment, transportation, phone, internet access, and supplies needed to perform Services, unless otherwise agreed directly between Provider and Household.

5.2 Expenses. Provider bears Provider's own expenses unless the Household expressly agrees in writing (including via Platform messaging) to reimburse specific expenses. Village Haven is not responsible for Provider expenses.

6. Background Checks; Identity Verification; FCRA/ICRAA/CCRAA Allocation

6.1 Optional or Risk-Based Screening. Village Haven may offer or require (by Service category, geography, age/vulnerability of recipient, or risk signals) identity verification, motor vehicle record checks, criminal background checks, or other screening (collectively, "Screening") via Village Haven or a third-party vendor.

6.2 Separate Disclosures/Authorizations. Where Screening is conducted, Provider will be presented with legally required disclosures and authorizations, which may include a standalone disclosure and authorization under the Fair Credit Reporting Act (FCRA) and, where applicable, California's Investigative Consumer Reporting Agencies Act (ICRAA) and Consumer Credit Reporting Agencies Act (CCRAA). The applicable package is available at: FCRA / ICRAA Notice: Background Check Disclosure.

6.3 Allocation of Responsibilities. The Parties agree as follows for Screening processes used on or in connection with the Platform (to be completed to match the actual vendor and workflow):

• A. Screening Vendor / CRA: Checkr, Inc., or successor consumer reporting agency.
• B. FCRA "User": Village Haven LLC is the requesting user of consumer reports and is responsible for adverse action decisions relating to platform access.
• C. Pre-Adverse / Adverse Action Notices: Village Haven will issue required notices electronically through the Platform in compliance with FCRA, ICRAA, and CCRA, incorporating vendor reports and dispute instructions.
• D. Dispute Channel: Providers may dispute report accuracy directly with the CRA and notify Village Haven at hello@villagehaven.org. Platform access decisions may be reconsidered upon resolution.

6.4 No Exclusive Reliance. Unless explicitly stated in the Screening disclosures/authorizations, Village Haven does not promise that Screening results will be the sole factor in Platform access decisions.

6.5 Provider Rights. Provider may have rights to request a copy of certain reports and dispute accuracy as provided by Applicable Law and the Screening vendor's process.

7. Pricing; Platform Fee Clarity

7.1 Provider Sets Provider Fee. Provider independently sets the Provider Fee(s) for Gigs. Village Haven does not set Provider pricing.

7.2 Household Checkout Presentation. Provider acknowledges and agrees that, when a Household books a Gig, the Household may see a checkout summary that includes:

• A. the Provider Fee (payable to Provider for completed Services, subject to Section 8 and Payment Processor rules),
• B. the Platform Fee (currently 15% of the Provider Fee, payable to Village Haven) which is in addition to the Provider Fee, and
• C. any applicable taxes or governmental charges, if required to be collected or shown.

7.3 No Misrepresentation of Fees. Provider will not misrepresent the Platform Fee as a "tip" or suggest Provider receives the Platform Fee unless the Platform explicitly indicates otherwise for a particular program.

7.4 Platform Fee Allocation. The Platform Fee is charged to and paid by the Household and is not deducted from Provider compensation except where explicitly disclosed in a separate promotional program accepted by Provider.

8. Payments to Provider; Timing; Holds; Chargebacks; Adjustments

8.1 Payment Facilitation. Village Haven acts as a limited payment collection agent of Provider solely for the purpose of receiving Provider Fees from Households. Receipt of funds by Village Haven or its Payment Processor is deemed receipt by Provider.

8.2 Provider Intended Compensation. Subject to this Agreement, the Payment Terms, Payment Processor rules, and reasonable fraud/risk controls (including holds, reserves, reversals, and verification), Provider is intended to receive the Provider Fee for completed Services.

8.3 Payout Timing. Provider payouts will generally be initiated within 2 business days after Gig completion (or such other timing as stated in the Payment Terms): Payment and Chargeback Policy. Provider acknowledges that banks and payment networks may delay availability of funds.

8.4 Payment Holds; Risk Controls. Village Haven and/or the Payment Processor may place holds, reserves, delay payouts, or require additional verification where reasonably necessary for suspected fraud, safety concerns, dispute investigation, compliance with law, sanctions screening, or Payment Processor requirements.

8.5 Chargebacks; Reversals; Payment Disputes. If a Household initiates a chargeback, reversal, or payment dispute relating to a Booking, Village Haven may (to the extent permitted by Payment Processor rules and Applicable Law):

• A. temporarily withhold amounts from Provider payouts related to the disputed Booking,
• B. debit Provider's connected account for amounts previously paid out for that Booking, and/or
• C. offset against future payouts,

in each case to the extent the dispute is attributable to Provider's conduct, failure to provide Services as agreed, violation of this Agreement/Safety Policies, or as otherwise allocated in the Payment Terms.

8.6 Errors. If Village Haven mistakenly overpays Provider, Provider will promptly repay the overpaid amount or Village Haven may offset it against future payouts to the extent permitted by Applicable Law and Payment Processor rules.

8.7 No Stored Value. Provider will not treat Platform balances as a bank account or stored value product.

9. Cancellations; No-Shows; Disputes Between Provider and Household

9.1 Cancellation/No-Show Policy Incorporated. Cancellations, reschedules, refunds, and no-show handling are governed by the Platform's then-current policy located at: Payment and Chargeback Policy. Provider will comply with that policy.

9.2 Provider Cancellations. Provider will communicate cancellations promptly and professionally and will not repeatedly cancel Bookings in a manner that harms Households or undermines Platform integrity. Village Haven may take proportionate account actions (including reduced visibility, temporary suspension, or termination) consistent with Safety Policies and Applicable Law.

9.3 Household No-Show / Provider Waiting Time. If the Platform offers a waiting-time or no-show fee mechanism, Provider will follow the documented steps (e.g., in-app check-in, messaging, and evidence submission). Any amounts are subject to the Payment Terms, Payment Processor rules, and Household dispute rights.

9.4 Service Issues; Resolution. Provider will make commercially reasonable efforts to resolve Service issues directly with the Household in good faith. Village Haven may, but is not obligated to, assist with dispute facilitation and may take account actions consistent with Safety Policies.

10. Taxes; Reporting; No Withholding

10.1 Provider Solely Responsible. Provider is solely responsible for all tax obligations arising from Provider's earnings, including income taxes, self-employment taxes, estimated taxes, payroll taxes (if Provider has workers), and any local business taxes.

10.2 No Withholding. Village Haven will not withhold taxes from payouts unless required by law.

10.3 Information Reporting (1099). Village Haven and/or the Payment Processor may issue IRS Forms 1099 (e.g., 1099-NEC and/or 1099-K) as required by law. Provider will provide accurate taxpayer information and complete requested forms (e.g., Form W-9) through the Platform onboarding process: Tax Information & W-9 Process

11. Compliance With Laws; Safety; Anti-Discrimination; Reporting Guidance

11.1 General Compliance. Provider will comply with Applicable Law and the Safety Policies, including laws relating to:

• A. non-discrimination and equal treatment,
• B. harassment prevention,
• C. consumer protection and truthful advertising,
• D. privacy and confidentiality of Household information, and
• E. requirements applicable to services involving minors, elderly persons, or dependent adults.

11.2 Anti-Discrimination. Provider will not refuse services or treat any person differently based on protected characteristics under Applicable Law (including, where applicable, California's Unruh Civil Rights Act and similar state laws), except as permitted by law (for example, bona fide capability constraints, lawful safety-related reasons, or legal restrictions).

Provider acknowledges that offering services through an online marketplace accessible to the public may subject Provider to public accommodation laws, including California Civil Code § 51 (Unruh Act). Provider assumes sole responsibility for compliance.

11.3 Child/Elder/Dependent Adult Safety; No Legal Advice. Provider acknowledges that some states (including California) have laws addressing reporting suspected child abuse/neglect or elder/dependent adult abuse, including mandated reporting for certain roles. Village Haven may provide safety resources but does not provide legal advice. If Provider believes someone is in immediate danger, Provider will call 911 (or local emergency services). For non-emergency concerns, Provider will follow the reporting process: Report an Incident.

11.4 Prohibited Conduct. Provider will not:

• A. use drugs or alcohol while providing Services,
• B. bring weapons to a Booking except as permitted by Applicable Law and Platform policy (and only if expressly allowed by the Safety Policies),
• C. engage in sexual misconduct, exploitation, or grooming,
• D. record video or audio in a private residence without lawful consent,
• E. engage in theft, fraud, or property damage, or
• F. provide Services in a manner that is threatening, abusive, or unsafe.

11.5 Recordkeeping. Provider will maintain reasonable records related to Services as required by Applicable Law and for dispute resolution, including time logs where needed to support accurate invoicing, cancellations, or no-show claims.

11.6 Regulatory Cooperation. Provider agrees to cooperate with lawful investigations, subpoenas, or regulatory inquiries involving Services performed by Provider. Village Haven may disclose information as required by law.

11.7 Sanctions Compliance. Provider represents that Provider is not listed on any U.S. government sanctions list (including OFAC SDN list) and will not use the Platform in violation of U.S. export control or sanctions laws.

12. Non-Circumvention; Limited Non-Solicit

12.1 Purpose; Narrow Construction. This Section protects Village Haven's legitimate interests in the Platform, including marketplace integrity, user trust, and fee model. It will be interpreted narrowly to comply with Applicable Law, including California law and any statutory restrictions on restraints of trade.

12.2 No Fee Avoidance / Off-Platform Circumvention. During the term of Provider's use of the Platform and for 12 months after Provider's last Booking with a particular Household sourced through the Platform, Provider will not knowingly encourage, induce, or solicit that Household to book substantially similar services off-platform for the purpose of avoiding Platform fees.

This does not restrict Provider from accepting off-platform work that is not solicited for fee avoidance and is initiated independently by the Household without Provider's encouragement, to the extent such restriction is prohibited by Applicable Law.

12.3 Permitted Communication; No Bypass. Provider may communicate with Households through Platform tools. Provider will not share personal contact details or payment instructions in a manner intended to bypass Platform messaging or payments, except where the Platform explicitly permits sharing for safety or logistical reasons.

12.4 Limited Non-Solicit of Providers Using Village Haven Data. Provider will not use Village Haven Data (including non-public contact details obtained through the Platform) to solicit other providers to leave the Platform or join a competing platform. This does not limit general advertising not targeted using Village Haven Data.

12.5 Severability. If any portion of this Section is deemed unenforceable under California Business and Professions Code section 16600 (or similar laws), such portion will be severed and enforced only to the maximum extent permitted, consistent with Section 21.3.

13. Confidentiality; Privacy; Household Information

13.1 Household Information as Confidential. Provider may receive non-public information about Households (including addresses, schedules, family details, access codes, and personal circumstances). Provider will treat such information as confidential and use it only to perform Services, manage Bookings, and comply with Applicable Law.

13.2 Security. Provider will implement reasonable safeguards appropriate to the nature of the information (including securing devices, not sharing access, and avoiding storing unnecessary Household information). Provider will promptly report suspected unauthorized access, loss, or misuse of Household information to Village Haven at hello@villagehaven.org.

13.3 Compelled Disclosure. If Provider is legally required to disclose Household information, Provider will, to the extent legally permitted, provide advance notice to Village Haven and the Household and cooperate in seeking confidential treatment or protective measures.

13.4 Privacy Notice. Provider acknowledges Village Haven's Privacy Notice at Privacy Notice describes Village Haven's collection and use of personal information. Provider remains responsible for Provider's own handling of Household information outside the Platform and must comply with Applicable Law.

13.5 Independent Business Relationship for Privacy Purposes. Village Haven and Provider act as independent businesses with respect to personal information exchanged via the Platform. Provider is not acting as Village Haven's "service provider" or "contractor" under the California Consumer Privacy Act (CCPA), except where expressly designated in a separate written data processing addendum.

14. Provider Content; IP; License; Feedback

14.1 Provider Content License. Provider grants Village Haven a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, distribute, and otherwise use Provider Content during the term of this Agreement and thereafter as needed to operate, improve, secure, market, and maintain the Platform, including for trust and safety, fraud prevention, compliance, analytics, and customer support.

14.2 Representations About Provider Content. Provider represents and warrants Provider has all rights needed to grant the license above and that Provider Content is accurate and not misleading.

14.3 Feedback. Provider grants Village Haven a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, and incorporate any feedback, suggestions, or ideas Provider provides, without compensation.

15. Insurance

15.1 Minimum Coverage. Provider will maintain, at Provider's expense, insurance appropriate to Provider's Services and risks, which may include:

• A. Commercial General Liability (or homeowners/umbrella coverage if applicable): minimum $1,000,000 per occurrence
• B. Automobile liability (if transporting clients): minimum $500,000 combined single limit
• C. Professional liability / E&O (if applicable to Services): minimum $1,000,000 per claim

15.2 Proof of Insurance. Upon request, Provider will provide proof of coverage. Failure to maintain appropriate insurance may result in suspension or removal from the Platform.Upon request, Provider will name Village Haven LLC as an additional insured where commercially available.

15.3 No Platform Insurance Representation. Provider acknowledges Village Haven does not guarantee any insurance coverage for Provider unless explicitly offered under a separate written program.

16. Term; Suspension; Termination; Effect

16.1 Term. This Agreement begins on the Effective Date and continues until terminated.

16.2 Provider Termination. Provider may terminate this Agreement at any time by closing Provider's account and ceasing use of the Platform, subject to completion of any active Bookings (unless cancellation is permitted under the Cancellation Policy) and applicable dispute/chargeback processes.

16.3 Village Haven Suspension/Termination. Village Haven may suspend or terminate Provider's access immediately if Village Haven reasonably determines Provider:

• A. poses a safety risk;
• B. violates Applicable Law, Safety Policies, or this Agreement;
• C. engages in fraud, deception, or identity misrepresentation;
• D. repeatedly receives substantiated complaints;
• E. fails to maintain required licenses/insurance where applicable; or
• F. creates material regulatory, reputational, operational, or payment risk.

16.4 Wind-Down; Return/Deletion of Information. Upon termination, Provider will cease using the Platform (except to access records permitted by the Platform) and will delete Household confidential information not required to be retained by law, except to the extent needed for dispute resolution.

17. Disclaimers

17.1 Platform "As Is." The Platform is provided "as is" and "as available." To the maximum extent permitted by law, Village Haven disclaims all warranties, including merchantability, fitness for a particular purpose, non-infringement, and warranties arising out of course of dealing or usage of trade.

17.2 No Guarantee of Bookings or Income. Village Haven does not guarantee any minimum number of Bookings, earnings, acceptance, response rates, search ranking, or utilization.

17.3 No Guarantee of Household Conduct. Village Haven does not control Households and does not guarantee their conduct, payment ability, truthfulness, or that they will comply with agreements with Providers.

17.4 Third-Party Services. The Platform may interoperate with third-party services (including the Payment Processor). Village Haven is not responsible for third-party services, subject to non-waivable rights.

18. Indemnification

18.1 Provider Indemnity. Provider will defend, indemnify, and hold harmless Village Haven and its affiliates and their respective officers, directors, members, managers, employees, and agents from and against any third-party claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• A. Provider's Services, acts, omissions, or alleged misconduct;
• B. Provider's breach of this Agreement or Safety Policies;
• C. Provider's violation of Applicable Law (including licensing, tax, safety, and anti-discrimination);
• D. Provider Content; or
• E. bodily injury, death, or property damage caused by Provider.

18.2 Procedure. Village Haven will provide prompt notice of a claim (not a condition precedent unless Provider is materially prejudiced), Provider will control the defense, and no settlement may impose non-monetary obligations on Village Haven without Village Haven's prior written consent.

19. Limitation of Liability

19.1 Exclusion of Certain Damages. To the maximum extent permitted by law, Village Haven will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, arising out of or relating to this Agreement.

19.2 Liability Cap. To the maximum extent permitted by law, Village Haven's total liability arising out of or relating to this Agreement will not exceed the greater of:

• A.$100, or
• B.the total Platform Fees paid by the relevant Household(s) to Village Haven in connection with Provider's Bookings during the 12 months preceding the event giving rise to the claim, provided that nothing in this Section limits liability that cannot be limited under Applicable Law.

19.3 Basis of Bargain. The Parties acknowledge these limitations are a fundamental basis of the bargain.

20. Dispute Resolution; Arbitration; Informal Resolution

20.1 Informal Resolution. Before initiating arbitration or a court proceeding (except small claims), either Party will first send a written Notice of Dispute describing the issue and requested relief to hello@villagehaven.org. The Parties will attempt in good faith to resolve the dispute within 30 days after receipt (the "Informal Resolution Period"). Any applicable limitation period is tolled during the Informal Resolution Period.

20.2 Agreement to Arbitrate; FAA. Except as provided in Sections 20.7 (PAGA) and 20.8 (small claims), any dispute arising out of or relating to this Agreement, the Platform, or Provider's relationship with Village Haven will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or other AAA rules the AAA determines apply), as modified by this Agreement. The Parties agree the Federal Arbitration Act (FAA) governs interpretation and enforcement of this Section 20.

20.3 Arbitration Location and Format. Unless the Parties agree otherwise, arbitration will be conducted:

• A. (A) by videoconference for claims under $25,000,
• B. (B) in the county of Provider's residence for in-person hearings, or
• C. (C) in another location required by non-waivable Applicable Law.

20.4 Delegation. The arbitrator will decide issues of arbitrability, validity, scope, and enforceability of this arbitration agreement, except a court will decide the enforceability of the class action waiver in Section 20.5 to the extent required by law.

20.5 Class/Collective/Representative Action Waiver. To the maximum extent permitted by law, disputes will be brought on an individual basis only. The arbitrator may not consolidate claims or award relief on a class, collective, or representative basis.

20.6 Mass Arbitration Protocol. If 25 or more similar demands are filed and counsel for the claimants is the same or coordinated, the Parties will use a bellwether process administered by AAA (or another agreed administrator), including: (a) batching of demands; (b) selection of 10 bellwether cases; (c) mediation after initial awards; and (d) staged fee payments consistent with administrator rules and Applicable Law. This protocol promotes efficient resolution and does not prevent any claimant from pursuing an individual claim.

Administrative and filing fees shall be allocated consistent with AAA rules as modified by any staged bellwether or batching protocol. The Parties agree that filing fees shall not be multiplied in a manner inconsistent with such protocol.

20.7 PAGA (California) Carve-Out / Approach. Notwithstanding the foregoing, to the extent Provider is deemed an "employee" for purposes of the California Private Attorneys General Act (PAGA) and a PAGA claim is asserted, the Parties agree that: (a) PAGA claims are not waived; (b) any individual PAGA component will be arbitrated to the extent permitted by controlling law; and (c) any non-individual/representative component will be stayed or handled consistent with controlling law. If this subsection is unenforceable, it will be severed and the remainder of Section 20 will remain in effect.

To the extent controlling law permits arbitration of individual PAGA claims following Viking River Cruises, Inc. v. Moriana, individual PAGA claims shall be arbitrated, and any non-individual claims shall be severed and stayed pending arbitration.

20.8 Small Claims. Either Party may bring an individual action in small claims court if it qualifies, without first arbitrating; the Informal Resolution Period still applies unless prohibited.

20.9 Opt-Out Right. Provider may opt out of arbitration by sending written notice to hello@villagehaven.org within 30 days of first accepting this Agreement. Opt-out notice must include Provider's name, account email/phone, and a clear statement of intent to opt out. Opting out will not affect other terms.

20.10 Attorneys' Fees; Costs. The arbitrator may award fees and costs to the extent authorized by Applicable Law. Arbitration fees will be allocated consistent with AAA rules and Applicable Law.

20.11 Settlement Release; California Civil Code §1542 Waiver. The Parties expressly waive and relinquish any and all rights and benefits conferred by California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

21. Governing Law; Venue; Severability

21.1 Governing Law. Except for the FAA governing Section 20, this Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules; provided that (a) mandatory protections under the law of the state where Provider performs Services (including California) will apply to the extent they cannot be waived, and (b) nothing herein is intended to evade such mandatory protections.

21.2 Venue for Non-Arbitrable Matters. For disputes not subject to arbitration, the exclusive venue will be state or federal courts located in the State of Wyoming, unless mandatory law requires venue elsewhere.

21.3 Severability; Reformation. If any provision is held invalid or unenforceable, it will be severed and the remainder enforced. If reformation is permitted, the provision will be reformed to the minimum extent necessary to make it enforceable.

22. Notices

22.1 Notices to Village Haven. Notices must be sent to:

• A. Mail: 540 Pico Ave, Unit 107, San Simeon, CA 93452
• B. Email: hello@villagehaven.org

22.2 Notices to Provider. Village Haven may provide notices via email, in-app notice, text message, or other reasonable methods linked to Provider's account.

22.3 Deemed Receipt. Email notices are deemed received when sent (absent bounceback), or next business day if sent outside business hours.

23. Assignment

Provider may not assign this Agreement without Village Haven's prior written consent. Village Haven may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

24. Entire Agreement; Updates

24.1 Entire Agreement. This Agreement, Safety Policies, and incorporated payment/safety/privacy documents referenced in the Platform constitute the entire agreement between Provider and Village Haven regarding Platform access as a Provider.

24.2 Updates. Village Haven may update this Agreement by providing reasonable notice (e.g., in-app or email). Continued use of the Platform after the effective date of an update constitutes acceptance, except where prohibited by Applicable Law.

25. Survival

Sections 2, 8.5–8.7, 10, 12, 13, 14, 17–21, and 25 survive termination, and any other provisions that by their nature should survive.

26. Force Majeure

Neither Party shall be liable for delay or failure to perform obligations under this Agreement due to causes beyond reasonable control, including natural disasters, acts of God, war, terrorism, governmental action, labor disputes, epidemics, internet outages, or payment network failures.