LOOPIE WASHER CONTRACTOR AGREEMENT 




Loopie Independent Contractor Agreement

This independent contractor agreement (the “Agreement”) constitute a legally binding agreement between _______________________________ an independent contractor, hereinafter referred to as “Washer” or “Contractor” and Loopie, LLC (“Loopie”).

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN CONTRACTOR AND LOOPIE CAN BE BROUGHT (SEE ARBITRATION PROVISIONS BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE CONTRACTOR TO SUBMIT CLAIMS CONTRACTOR HAVE AGAINST US 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.

By entering into to this Agreement, Contractor acknowledge that Contractor understand this Agreement (including the dispute resolution and arbitration provisions below) and accept all of its terms. IF CONTRACTOR DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CONTRACTOR MAY NOT BE A LOOPIE WASHER. THIS AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PRIOR VERSIONS OF THE LOOPIE INDEPENDENT CONTRACTOR AGREEMENT.

The Loopie Platform
Loopie provides a technology application, website and technology platform (collectively, the “Loopie Platform”), a marketplace where persons who seek laundry services (“Users”) can be matched with persons who will wash, dry and fold the laundry (“Washers”). Contractor desires to obtain laundry work from Users who are seeking Washers to do their laundry. Through the use of the Loopie Platform, Loopie will connect Washers with those Users. The term “Loopie Platform” also includes any future application that connects Loopie directly with Contractor.

Modification to the Agreement
In the event Loopie modifies the terms and conditions of this Agreement, such modifications shall be binding on Contractor only upon Contractor’s acceptance of the modified Agreement. Loopie reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued participation as a Loopie Washer after any such changes shall constitute Contractor’s consent to such changes.

Eligibility
Only those individuals who can form legally binding contracts under applicable law may be a Washer or Contractor. Children (persons under the age of 18) may not be Washers. By signing thiw Agreement and becoming a Contractor, Contractor represents and warrants that Contractor is at least 18 years old and has the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement on behalf of Contractor and any entity that Contractor represents.

Contractor may not allow other persons to provide service on behalf of Contractor or through Contractor’s account.
Fees
In exchange for washing, drying and folding (the “Service”) of one bag of laundry (contained in one 32” x 22” laundry bag), Loopie shall pay the Contractor a flat fee in the amount of fifteen (15) dollars. The amount shall be paid within one week of the performance of the Service. The payment shall be made by electronic transfer into the Contractor’s bank account. This amount may change from time to time, and Loopie reserves the right to change the amount of payment at any time. The Contractor has the right to discontinue providing services in the event the amount of payment is lowered. If the Contractor continues to provide services after the amount of payment has been changed, the other terms of this Agreement shall remain in force.

Performance
The Services provided by the Contractor must be within the standards set by Loopie for washing, drying and folding of laundry. Such standards will be provided to Contractor in a separate letter, which will also reference training videos. The Contractor is required to wash the laundry in a Loopie approved washing machine using unscented laundry detergent approved by Loopie, and dry the laundry in a machine that has previously been approved by Loopie. The clothes must be folded according to Loopie standards as set forth in the video available at this link. The folded laundry will be placed inside an approved package, which will be placed inside the laundry bag that the clothes came in. The items contained in a laundry bag cannot be washed with items from another laundry bag, even if the bags belongs to the same User. Contractor understands and agrees that once Contractor is connected with a User, that the laundry service must be completed within a certain time period as requested by the User and communicated to the Contractor by Loopie.

Business Expenses
It is recognized and agreed that in connection with the Services to be provided by the Contractor, the Contractor may be obligated to expend money for certain expenses, including but not limited to the cost of laundry detergent, the cost of electricity or other power supply, cost of telephone and telephone accounts, and costs in connection with the maintenance of Contractor’s washer and dryer. Contractor is solely liable and responsible for payment of such costs, and shall indemnify and hold Loopie harmless from claims made by any entity for payment for such expenses incurred.

Loopie Communications
By becoming a Washer, the Contractor agrees to receive communications from Loopie, including via e-mail, text message, calls, and push notifications. The Contractor agrees that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Loopie or its affiliates may include but are not limited to: operational communications concerning Contractor’s Loopie account, updates concerning new and existing features on the Loopie Platform, and news concerning Loopie and industry developments. Standard text messaging charges applied by Contractor’s cell phone carrier will apply to text messages we send.

Independent Contractor Information

Independent Contractor Information is any information provided by the Contractor, sent to Loopie or published or posted to or through the Loopie Platform (including any profile information provided by Contractor) or send to Users (including via in-application feedback, any email feature, or through any Loopie- related Facebook, Twitter or other social media posting) (“Information”). The Contractor consents to Loopie using the Information in order to create an account that will allow Loopie to track orders, and allow the Contractor to use the Loopie Platform. Contractor also consents to Loopie using the Information for marketing of Loopie’s services. Contractor agree to provide and maintain accurate, current and complete information and that Loopie and the Users can rely on Contractor’s Information as accurate, current and complete. To enable Loopie to use the Information, Contractor grants to Loopie a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable right and license to exercise the copyright, publicity, and database rights Contractor has in Contractor’s 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. Loopie does not assert any ownership over Contractor’s Information; rather, as between the Contractor and Loopie, subject to the rights granted to Loopie in this Agreement, Contractor retains full ownership of all of Contractor's Information and any intellectual property rights or other proprietary rights associated with the Information.

Restricted Activities
In the performance of the Service under this Agreement, the Contractor agrees to abide by all federal, state and local laws, and to refrain from the following acts: (1) Misappropriating any property belonging to a User; (2) Communicating with a User in any way that does not relate to the performance of the Service; (3) Photographing any of Users possessions, including any item of clothing or laundry; (4) Making derogatory comments or misrepresentations regarding Loopie or the Loopie Platform, directly or through use of social media; (5) Causing any third party to engage in the restricted activities above.

Representations and Warranties
Contractor hereby represents and warrants that the Contractor will comply with all applicable laws and regulations in connection with the performance of the Service under this Agreement. The Contractor warrants that the performance of the Service under this Agreement does not and will not violate any agreement between Contractor and any third party.

Disclaimers
The following disclaimers are made on behalf of Loopie, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

The Loopie Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. Loopie does not guarantee and do not promise any specific results from use of the Loopie Platform, including the ability to provide services on any given day. Loopie specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and

non-infringement. To the extent that the disclaimer of implied warranties is not allowed by law, the foregoing disclaimer may not apply to Contractor.

Loopie does not warrant that the use of the Loopie Platform will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet Contractor’s requirements, that any defects in the Loopie Platform will be corrected, or that the Loopie Platform is free of viruses or other harmful components. Loopie disclaims liability for, and no warranty is made with respect to, connectivity and availability of the Loopie Platform.

Loopie is not responsible for the conduct, whether online or offline, of any User of the Loopie Platform.

Loopie expressly disclaims any liability arising from the unauthorized use of Contractor’s account. Should Contractor suspect any breach of security or that any unauthorized party may be using Contractor’s account, Contractor agrees to notify Loopie immediately.

Opinions, advice, statements, offers, or other information or content concerning Loopie or made available through the Loopie Platform, but not directly by Loopie, 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 Loopie be responsible for any loss or damage resulting from Contractor’s reliance on information or other content posted by third parties, whether on the Loopie Platform or otherwise. Loopie reserves the right, but has no obligation, to monitor the materials posted on the Loopie Platform and remove any such material that in Loopie’s 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.

Indemnity
Contractor will defend, indemnify, and hold Loopie including our affiliates, subsidiaries, parents, successors and assigns, and each of Loopie’s respective officers, directors, employees, agents, or shareholders harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of Contractor’s participation as a Washer and Contractor, including: Contractor’s breach of this Agreement or violation of any law or the rights of a third party. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability
IN NO EVENT WILL LOOPIE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “LOOPIE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO CONTRACTOR FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE LOOPIE PLATFORM, OR THIS

AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF LOOPIE OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Term and Termination
This Agreement is effective upon Contractor’s signing. Contractor may cease accepting laundry at any time, for any or no reason. Either party may terminate this Agreement at any time for any or no reason, without explanation, effective upon sending written or email notice to the other party. Loopie may also terminate this Agreement at any time, effective upon written or email notice to Contractor upon receipt of third-party complaints or for dishonesty, fraud, embezzlement, gross negligence, inappropriate, offensive or unlawful behavior towards Loopie employees, other Loopie Users or contractors, or the public, or for other similar conduct on the part of Contractor.

Dispute Resolution and Arbitration Agreement
a. Agreement to Binding Arbitration between Contractor and Loopie
CONTRACTOR AND LOOPIE MUTUALLY AGREE TO WAIVE THEIR 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 and survives after the Agreement terminates or the Contractor’s relationship with Loopie ends. ANY ARBITRATION UNDER THIS PROVISION 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 the Contractor and Loopie, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN THE CONTRACTOR AND LOOPIE (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN THE CONTRACTOR AND LOOPIE. 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 Contractor’s relationship with Loopie as a Washer or Contractor, the threatened or actual suspension, deactivation or termination of the Contractor’s role under this Agreement, payments made by the Contractor or any payments made or allegedly owed to the Contractor under this Agreement, 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 (except for individual claims for employee benefits under any

benefit plan sponsored by Loopie 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. To the extent a Claim is covered by, or a conflict exists between, this Arbitration Agreement and the Arbitration Agreement within the Loopie Terms of Service, the Arbitration Agreement in the Loopie Terms of Service shall control.

BY AGREEING TO ARBITRATION, THE CONTRACTOR UNDERSTAND THAT THE CONTRACTOR AND LOOPIE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION PROVISION. 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.

b. Prohibition of Class Actions and Non-Individualized Relief.
THE CONTRACTOR AND LOOPIE UNDERSTAND AND AGREE THAT THE CONTRACTOR AND LOOPIE 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”). BOTH PARTIES UNDERSTAND AND AGREE THAT THE CONTRACTOR AND LOOPIE 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.

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.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction 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 as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

c. 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”) or by

calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by Contractor 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.

As part of the arbitration, both the Contractor and Loopie 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 Local Partners, but is bound by rulings in prior arbitrations involving the same Local Partner 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.

d. 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 Contractor initiates arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (j) below and is otherwise required to pay a filing fee under the relevant AAA Rules, Loopie agrees that, unless Contractor's claim is for $5,000 or more, Contractor’s share of the filing and arbitration fees is limited to $100, and that, after Contractor submits proof of payment of the filing fee to Loopie, Loopie will promptly reimburse Contractor for all but $100 of the filing fee. If, however, the arbitrator finds that either the substance of Contractor’s claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules.
If Loopie initiates arbitration under this Arbitration Agreement, Loopie will pay all AAA filing and arbitration fees.
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 Contractor if Contractor prevails, to the extent authorized by applicable law.

Although under some laws Loopie may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Loopie agrees that it will not seek such an award.
If the arbitrator issues Contractor an award that is greater than the value of Loopie’s last written settlement offer made after Contractor participated in good faith in the optional Negotiation process described in subsection (j) below, then Loopie will pay Contractor the amount of the award or U.S. $1,000, whichever is greater.

e. Location and Manner of Arbitration.
Unless Contractor and Loopie agree otherwise, any arbitration hearings will take place in the county of Contractor's billing address. If AAA arbitration is unavailable in Contractor’s county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. If Contractor’s Claim is for $10,000 or less, Loopie agrees that Contractor may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the AAA Rules. If Contractor's Claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

f. 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 and (2) claims that may not be subject to arbitration as a matter of law.

g. Severability.
In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

h. Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, Contractor and Loopie 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 Contractor and Loopie. 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 non-discoverable as a result of its use in the negotiation.

Confidentiality
The Contractor agrees not to use any technical, financial, strategic and other proprietary and confidential information relating to Loopie’s business, operations and properties (“Confidential Information”) disclosed to the Contractor by Loopie for the Contractor’s own personal use or for

any purpose other than as contemplated herein. The Contractor shall not disclose or permit disclosure of any Confidential Information to third parties. The Contractor agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Loopie in order to prevent it from falling into the public domain. Notwithstanding the above, the Contractor shall not have liability to Loopie with regard to any Confidential Information which the Contractor can prove: was in the public domain at the time it was disclosed by Loopie or has entered the public domain through no fault of the Contractor; was known to the Contractor, 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 Loopie; becomes known to the Contractor, without restriction, from a source other than Loopie without breach of this Agreement by Contractor and otherwise not in violation of Loopie’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Contractor shall provide prompt notice of such court order or requirement to Loopie to enable Loopie to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Loopie
The Contractor and Loopie acknowledge and agree that the Contractor and Loopie are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. Contractor and Loopie expressly agree expressly agree that (1) this is not an employment agreement and does not create an employment relationship between Contractor and Loopie; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement.

The Contractor retains the right to do similar work for other entities, or other unrelated work as an independent contractor or employee of other entities. Contractor retains the sole right to determine whether or not to provide services to Loopie on any given day , and for how long Contractor will perform the Service for Loopie.

Contractor agree to report as self-employment income all Payments received by Contractor pursuant to this Agreement. Contractor agrees to indemnify Loopie and hold Loopie harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on Loopie to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Contractor pursuant to this Agreement. Contractor will not be entitled to receive any vacation or illness payments, or to participate in any plans, arrangements, or distributions by Loopie pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Loopie’s employees.

General
Except as otherwise provided above, this Agreement shall be governed by the laws of the State of Washington without regard to choice of law principles. This choice of law provision is only intended to specify the use of Washington law to interpret this Agreement and is not intended to create any other substantive right to non-Washingtonians to assert claims under Washington 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 hereof. 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. Contractor agrees that this Agreement and all incorporated agreements may be automatically assigned by Loopie, in our sole discretion by providing notice to Contractor. Except as explicitly stated otherwise, any notices to Loopie shall be given by certified mail, postage prepaid and return receipt requested to Loopie, LLC., at the registered agent address on file with the Washington Secretary of State. Any notices to the Contractor shall be provided to the Contractor via the email address or physical address provided to Loopie by the Contractor. 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. This Agreement sets forth the entire understanding and agreement between Contractor and Loopie with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

______________________________________________ _____________________________________________ Independent Contractor Signature Date

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_______________________________________________ _______________________________________________ Loopie Representative Signature Date

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