Terms & Conditions

This USER AGREEMENT (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Abra LLC (“Abra,” “we”, or “us”) governing your use of the abra.io website and respective apps available in the Apple and Google Play stores (“App”) and services offered on the App (together, the “Services”). By using the App or the Services, and by clicking accept when prompted on the App, you agree to be bound by all agreements which constitute Abra’s Terms of Service, including this Agreement.

1. DEFINITIONS

Capitalized terms used in this Agreement or other portions of the Terms of Service and not otherwise defined have the meanings set forth below.

“Abra Concierge” means the assigned Abra customer account manager responsible for implementation and ongoing service facilitation.

“App Visitors” means unregistered users of the App.

“Client” means any third-party client of Abra that may seek to fulfill staffing requirements.

“Fees” means any fees received by Users pursuant to one or more Service Agreements.

“Including” means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Professional Employer Organization” or “PEO” means one or more third-party staffing vendors that partner with Abra.

“Service Agreement” means a Talent Agreement or an Authorized Employer Agreement.

“Substantial Change” means a change to the Terms of Service that materially reduces your rights or increases your responsibilities.“

“Talent” means any authorized User of the App or the Services who registers for a Talent Account on the App.

“Terms of Service” means this Agreement, Abra’s Privacy Policy and the other terms of service described in the App.

“User Content” means any comments, remarks, data, Feedback, content, text, photographs, images, video, music, or other content or information that you or any App Visitor or User post to any part of the App or provide to Abra, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Users may create for, or actually delivers to, one or more Clients as a result of performing services under any Service Agreement, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

2. ACCOUNTS

2.1 REGISTRATION

Each person who uses our Services must register for their own account with us with a username and password (“Account”) to access and use certain portions of our Services. You are responsible for safeguarding your username and password and for any use of our Services with your username and password, and you agree not to share your username or password with anyone. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. Your Account registration is subject to approval by us. We reserve the right to decline a registration either to join Abra or to add an Account of any type, for any lawful reason whatsoever.

2.2 ELIGIBILITY

By registering for an Account and by otherwise using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual, under your own name as an employee of a third-party, or as an authorized owner and operator of a legal entity; (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, including with respect to the offering or performing services under any Service Agreement; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.

2.3 USER PROFILE

To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and the public. You agree to provide accurate, non-misleading and complete information on your Profile and on all registration and other forms you access while using our Services, and you agree to correct and update as needed any information that is or becomes inaccurate, misleading or incomplete. We reserve the right to suspend or close the Account of anyone who provides inaccurate, misleading or incomplete information in creating or maintaining a Profile or an Account.

2.4 ACCOUNT TYPES

We currently offer accounts of our App (each an “Account”) to Talent (a “Talent Account”). Upon registering for a Talent Account on the App, a Talent selects whether or not to delegate his or her capacity management to their current employer. If a Talent makes this selection, the Talent grants his or her employer (each, an “Authorized Employer”) administrative privileges on his or her Talent Account and authorizes the Authorized Employer to subcontract his or her capacity to Clients through Abra’s Concierge Services.

Once you register for an Account, to the extent other types of Account become available on the App, you can add additional account types without re-registering, but you agree to register for only one Account that requires one unique user name and password. This Account will be home to all your account types. If you create an Account as an employee or agent on behalf of a company, you further represent and warrant that you are authorized to enter into binding contracts, including this Agreement and the Terms of Service, on behalf of yourself and such company.

2.5 ACCOUNT PERMISSIONS

You are responsible for all activity on your Account. You may not provide other Users permissions to act on your Account and you agree not to request or allow another person to create an Account for you, your use, or your benefit. If any User violates the Terms of Service, it may affect your ability to use our Services and your Account may be suspended or closed.

2.6 VERIFICATION OF FACTS ABOUT YOU

You authorize Abra, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law, and during such verification some Account features may be temporarily limited but will be restored when verification is completed successfully. When requested, you must timely provide us with complete information, which may include providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity.

3. MARKETPLACE FEEDBACK AND USER CONTENT

Users publish and Clients of Abra request that Abra publish on their behalf information of all kinds on the App, including User Content, geographic location, and individual and composite feedback about Users, including ratings, indicators of satisfaction, and other feedback (collectively, “Feedback”). In using the App, you may encounter User Content or other information that may be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Abra does not monitor all User Content and cannot always prevent misuse of our Services. You agree that we are not responsible for User Content. You further agree to notify Abra of any error or inaccuracy in your User Content. Abra reserves the right (but is under no obligation) to remove User Content or other information that Abra determines is violates this Agreement or other portions of our Terms of Service, negatively impact our App, or is otherwise is inconsistent with the business interests of Abra.

4. TYPES OF SERVICES AGREEMENTS

4.1 TALENT AGREEMENTS

When Abra and a Talent identify a Close Match or an Exact Match with a Client (as such terms are used on the App) for a Talent, Abra will refer the Talent to Abra’s PEO.  At the request of the applicable Client, Abra’s PEO will hire Talent as a subcontractor or employee pursuant to the terms of a separate subcontractor agreement or employment agreement between Talent and Abra’s PEO with respect to one or more placements (together with all exhibits and statements of work related thereto, as the same may be amended from time to time, a “Talent Agreement”). The employer of Talent will be the PEO and not Abra.

The Talent acknowledges and agrees that Abra will have no control over and is not responsible for the terms and conditions of any employment or subcontractor relationship that may arise between Talent and Abra’s PEO or Client, including the pay rate, work hours, employment dates, working conditions, services to be provided, hiring decisions and firing decisions.

In addition to the foregoing, Clients, Talent and Abra’s PEO may enter into any other agreements they deem appropriate (e.g., confidentiality agreements), provided those agreements do not conflict with their obligations under this Agreement or other portions of the Terms of Service or conflict with, narrow, or expand Abra’s rights and obligations under this Agreement or other portions of the Terms of Service.

4.2 AUTHORIZED EMPLOYER AGREEMENT

If a User, when registering for a Talent Account, selects to delegate his or her capacity management to an Authorized Employer, such Authorized Employer may communicate directly with Abra through its Concierge Services to identify a Close Match or an Exact Match for such User. When Abra and an Authorized Employer identify a Close Match or an Exact Match with a Client, Abra and the Authorized Employer will work together to coordinate placement and hiring.  At the request of the applicable Client, Abra will engage the Authorized Employer as an independent subcontractor pursuant to the terms of a separate subcontractor agreement between the Authorized Employer and Abra with respect to one or more placements (together with all exhibits and statements of work related thereto, as the same may be amended from time to time, a “Authorized Employer Agreement”). Talent are not party to Authorized Employer Agreements. Users acknowledge and agree that Abra will have no control over and is not responsible for the terms and conditions of any employment or subcontractor relationship that may arise between Authorized Employers and Abra’s PEO or Client, including the pay rate, work hours, employment dates, working conditions, services to be provided, hiring decisions and firing decisions.

Clients, Abra and Authorized Employers may enter into any other agreements they deem appropriate (e.g., confidentiality agreements), provided those agreements do not conflict with the parties’ obligations under this Agreement or other portions of the Terms of Service or conflict with, narrow, or expand Abra’s rights and obligations under this Agreement or other portions of the Terms of Service.

4.3 TERMS APPLICABLE TO ALL SERVICE AGREEMENTS

Abra (a) does not supervise, direct, control, or monitor the performance of services under any Service Agreement, (b) is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; and (c) does not make any representations or warranties regarding the performance of services under any Service Agreements. While Abra may provide certain badges on Talent profiles, such badges are not guarantees of quality or ability or willingness of the badged Talent to perform a Service Agreement.

When entering into a Service Agreement, Users and, to the extent applicable, Authorized Employers acknowledge and agree that each is solely responsible for: (a) all tax liability associated with payments received from Abra or Abra’s PEO, and that neither Abra nor Abra’s PEO will withhold any taxes from payments to them unless required to under applicable law; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and neither Talent nor Authorized Employers are covered by or eligible for any insurance from us; (c) determining and fulfilling Talent obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if Abra or Abra’s PEO is required by applicable law to withhold any amount of the Fees and notifying Abra of any such requirement and indemnifying Abra for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Abra, Talent and, to the extent applicable, Authorized Employers agree to promptly cooperate with Abra and provide copies of tax returns and other documents as may be reasonably requested for the purposes of such audit.

5. PAYMENTS

5.1 FEES

Upon signing a Service Agreement, Users agree that, except as other provided herein, billing, invoicing and payment of Fees and the performance of services will be governed by the terms and conditions set forth in such Service Agreement(s).

Except as expressly provided in the Terms of Service and as prohibited by applicable law, Abra or Abra’s PEO may refuse to process, may hold the disbursement of Fees or any other amounts and offset amounts owed to Abra or Abra’s PEO, or take such other actions with respect to Fees as Abra or Abra’s PEO deem appropriate in their sole discretion if Abra or Abra’s PEO: (a) require additional information, such as a User’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) have reason to believe Fees may be subject to dispute or chargeback; (c) suspect a User has committed or attempted to commit fraud or other illicit acts on or through the App or is using the App unlawfully; (d) believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, Abra or Abra’s PEO, as applicable, determine that the hold on the disbursement of Fees is no longer necessary, Abra or Abra’s PEO, as applicable, will process the Fees as required by the applicable Service Agreement as soon as practicable.

To the extent permitted by applicable law, Abra and Abra’s PEO reserve the right to seek reimbursement from you, and you will so reimburse Abra or Abra’s PEO, as applicable, if either: (i) suspects fraud or criminal activity associated with your payment; or (ii) discovers erroneous or duplicate transactions. You agree that Abra or Abra’s PEO, as applicable, may obtain such reimbursement by charging your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, or use other lawful means to obtain reimbursement from you. If Abra or Abra’s PEO, as applicable, is unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, suspend or close your Account.

5.2 PAYMENT METHODS

You hereby authorize Abra or Abra’s PEO to store credit card and banking or other financial details (“Payment Method”) as a method of payment. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that Abra and Abra’s PEO may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information or by authorizing payments, you represent that: (a) you are legally authorized to provide such Payment Method information; (b) you are legally authorized to receive payments using the Payment Method(s); (c) if you are an employee or agent of a company or person that owns the Payment Method, you are authorized by such company or person to use the Payment Method; and (d) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law.

Neither Abra nor Abra’s PEO shall be liable to any User if a transaction is not completed as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with a Payment Method. Affected Users agree to use reasonable efforts to work with Abra or Abra’s PEO, as applicable, to resolve such transactions in a manner consistent with this Agreement.

6. DISPUTES BETWEEN USERS, CLIENTS AND ABRA'S PEO

For disputes arising between Users, Clients and/or Abra’s PEO, you may pursue your dispute independently, but you acknowledge and agree that Abra will not and is not obligated to provide any dispute resolution assistance. Notwithstanding the foregoing, if any User seeks an order from an arbitrator or court that might direct Abra or our affiliates to take or refrain from taking any action, that party will: (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Abra, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting us, we will be paid for the reasonable value of the services the order obligates us to undertake.

7. COVENANTS

7.1 CONFIDENTIAL INFORMATION

In using the App, you may encounter confidential or proprietary content or information. For the purposes of this Agreement, the term “Confidential Information” means all non-public information concerning Abra, its Services, the App and Abra’s affiliates, including current and prospective clients, opportunities for placement identified through the App, compensation, rates and other pricing information, and any other information which is not publicly available, communicated by any means whatsoever, including, without limitation, oral, visual, written and electronic transmission.

You acknowledge that the Confidential Information is the sole and exclusive property of Abra. Accordingly, you shall not, while a registered User of the App or after termination of your Account, disclose, use, reveal, report, publish or transfer all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information (a) becomes generally known to and available for use by the public other than as a result of your acts or omissions to act, or (b) is required to be disclosed pursuant to any applicable law or court order (in which case, you shall provide Abra with prior notice). In the event of the termination of your Account, whether voluntary or otherwise, you agree to deliver to Abra all documents and data pertaining to the Confidential Information and shall not take any documents or data of any kind or any reproductions (in whole or in part) of any items relating to the Confidential Information.

7.2 NON-CIRCUMVENTION

You agree that you will not (a) solicit, work for, contract with or endeavor to entice away any Client of Abra, whose identity is disclosed to you by the Abra Concierge or Abra’s PEO after a Close Match or Exact Match, for a period of twelve (12) months from the time of such disclosure; (b) while a registered User of the App and for a period of twelve (12) months after termination of your Account, solicit, recruit, induce or endeavor to entice away any person or entity who is an employee or independent contractor of Abra; or (c) disparage Abra or otherwise take any action which could reasonably be expected to adversely affect Abra’s professional reputation or the reputation of its Client, employees, agents, members, managers, owners, officers, directors and independent contractors.

You understand and agree that any act in violation of this Section 7.2 shall constitute a material breach of this Agreement entitling the Company to damages and your Account may be suspended or closed for such breach. If you are aware of a breach or potential breach of this Section 7.2, please submit a confidential report to Abra at inquiries@abra.io.

Other than the provisions of this Section 7.2, nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

7.3 COMMUNICATIONS THROUGH THE APP

The provisions of this Section 7.3 apply to any interaction between Users, Abra and Clients. You agree that, prior to entering into any Service Agreement, and for a period of twelve (12) months from introduction to any Abra Connection (defined below): (a) you will use Abra and the Abra Concierge as the sole manner to communicate with Abra Connections; (b) you will not provide your Direct Contact Information (defined below) to any Abra Connection (c) you will not use Direct Contact Information of an Abra Connection to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Abra; (d) you will not ask for, provide, or attempt to identify through public means the contact information of an Abra Connection; and (e) you will not include your Direct Contact Information in your Profile, any proposal, any posting, or any pre-hire communication with any Abra Connection.

For the purposes of the Terms of Service, “Abra Connection” means Users and Clients of Abra, who are introduced to you or disclosed to you through the App or use of the Services.

For purposes of the Terms of Service, “Direct Contact Information” means any information that would allow another person to contact you directly, including phone number, email address, physical address, a link to a contact form or form requesting contact information, any means to submit a proposal or application outside of the App, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool. Information is Direct Contact Information if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.

You acknowledge and agree that a violation of this Section 7.3 is a material breach of the Terms of Service and your Account may be suspended or closed for such violations.

8. RECORDS OF COMPLIANCE

You are solely responsible for creation, storage, and backup of your business records. You agree that Abra has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

9. WARRANTY DISCLAIMER

Abra and its affiliates make no representation or warranty about the Services, including that the Services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Abra and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY

Abra is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement or other portions of the Terms of Service, including, but not limited to: (a) your use of or your inability to use our App or Services; (b) delays or disruptions in our App or Services; (c) viruses or other malicious software obtained by accessing, or linking to, our App or Services; (d) glitches, bugs, errors, or inaccuracies of any kind in our App or Services; (e) damage to your hardware device from the use of the Site or Services; (f) the content, actions, or inactions of third parties’ use of the App or Services; (g) a suspension or other action taken with respect to your Account; (h) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and User Content found on, used on, or made available through the App; and (i) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

In no event shall Abra, our affiliates, our licensors, or our third-party service providers be liable to any User for any special, indirect, consequential, exemplary or punitive damages, including loss of profits or goodwill, in any forum for any claim or loss arising out of or related to this Agreement or the other Terms of Service, even if such party is advised in advance of the possibility of such damages. Except as prohibited by applicable law, the liability of Abra, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed $2,500. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or other portions of the Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise.

11. RELEASE

You hereby release Abra, our affiliates, and ours and their respective employees, agents, members, managers, owners, officers, directors and independent contractors from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the services under any Service Agreements and requests for refunds based upon such disputes.

12. INDEMNIFICATION

You agree to indemnify and hold Abra, our affiliates, and ours and their respective employees, agents, members, managers, owners, officers, directors and independent contractors, harmless of and from all debts, taxes, penalties, liabilities, damages, judgment, losses, bodily injury, property damages, claims, demands and causes of action (including reasonable attorney’s fees, expert fees and costs), whether brought by you, another User, or a third party, which arise(s) out of: (a) your or your agents’ use of the Services; (b) any services or Work Product or User Content related to your use of the Services; (c) any Service Agreement entered into by you or your agents, including the classification of any person or entity as an independent contractor or employee and any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

13. AGREEMENT TERM AND TERMINATION

13.1 VOLUNTARY TERMINATION

Unless both you and Abra expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. Upon termination of this Agreement, your right to use the App and the Services will be revoked, and your Account will be closed. If you attempt to terminate this Agreement while having one or more Active Service Agreements, you agree (a) you hereby instruct Abra to close any Active Service Agreements; (b) you will continue to be bound by this Agreement and the other Terms of Service until your access to the App has been terminated; and (c) Abra may continue to perform the services necessary to complete any Active Service Agreements. For the purpose of this Agreement, an “Active Service Agreement means a Service Agreement that has had billable hours worked within the previous 30 days.

13.2 TERMINATION FOR BREACH

Without limiting our other rights or remedies, we may revoke or limit access to the App and the Services, deny your registration, or close your Account if: (a) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (b) we have reasonable reason to believe that you have provided false or misleading information to us; (c) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the App; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is suspended or closed, you may not use the App under the same Account or a different Account or re-register for a new Account without our prior written consent.

You acknowledge and agree that, if we suspend or close your Account, we have the right (but not the obligation) where allowed by law to: (y) notify other Users and Clients on an as needed basis of your closed account status, and (z) provide those Users and Clients with a summary of the reasons for your Account closure. You agree that Abra will have no liability arising from or relating to any notice that it may or may not provide to any User or Client regarding closed account status or the reason(s) for the closure.

13.3 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the App and any content stored in your Account may be deleted, for which we expressly disclaim liability. Abra may retain some or all of your Account information as permitted or required by law.

13.4 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.

14. DISPUTES BETWEEN YOU AND ABRA

14.1 ARBITRATION OBLIGATIONS AND SCOPE

If a dispute arises between you and Abra or our affiliates, you and Abra agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Abra, the termination of your relationship with Abra, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis. Claims that may not be subject to predispute arbitration agreement by generally applicable law are excluded from the coverage of this provisions regarding arbitration. You agree that the arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”).

This Section 14.1 does not apply to litigation between Abra and you that is or was already pending in a state or federal court or arbitration before your acceptance of this Agreement. This Section 14.1 also does not apply to claims for workers’ compensation, state disability insurance, or unemployment insurance benefits. In addition, nothing in this Section 14.1 prevents you from making a report to or filing a claim or charge with a government agency, including the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Furthermore, nothing in this Section 14.1 prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Section 14.1. This Section 14.1 also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this section 14.1. Nothing in this Section 14.1 prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration.

Except as otherwise provided herein, you and Abra agree: (a) that the arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Section 14.1, including the enforceability, revocability, scope, breach, or validity of this Section 14.1 or any portion hereof; (b) all such matters shall be decided by an arbitrator and not by a court; (c) except for the Class Action Exception, the arbitrator will decide any question of whether the parties agreed to arbitrate, including any claim that all or part of this Section 14.1, this Agreement or any other portion of the Terms of Service is void or voidable.

You and Abra agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator (“Class Action Exception”). If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

This Section 14.1 replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Section 14.1. In the event any portion of this section 14.1 is deemed unenforceable, the remainder of this Section 14.1 will be enforceable.

14.2 INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you and Abra agree to first notify each other of the Claim by email to inquires@abra.io and Abra agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Abra then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Abra, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Abra will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.

14.3 WAIVER OF JURY TRIAL

THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY PORTION OF THE TERMS OF SERVICE OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING THIS AGREEMENT.

14.4 CHOICE OF LAW

This Agreement and the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions. Venue of any action brought hereunder shall lie in the Florida and federal courts located in Orange County, Florida, and the Parties agree to submit to the jurisdiction of such courts.

15. GENERAL

15.1 ENTIRE AGREEMENT

This Agreement, other Terms of Service and any Service Agreement that you enter into, are the only agreements between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.

15.2 MODIFICATIONS; WAIVER

Subject to the conditions set forth herein, Abra may amend this Agreement and any other portions of the Terms of Service at any time by posting a revised version on the App. Abra will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the App and providing notice on the App or by email. If the Substantial Change includes an increase to Fees charged by Abra, Abra will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Abra unless they are agreed in a written instrument signed by a duly authorized representative of Abra or posted on the App by Abra.

15.3 ASSIGNABILITY

This Agreement and the other Terms of Service shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. This Agreement may not be assigned by a party without the other party’s written consent, except that Abra may assign this Agreement to any successor to all or substantially all of the assets of the Company, whether by merger or otherwise. Any purported assignment in violation of this paragraph shall be voidable by the other party

15.4 NO JOINT VENTURE OR OTHER RELATIONSHIP

Nothing in this Agreement or otherwise in the Terms of Service shall create, or be construed to create, any employment relationship, joint venture, or partnership between you and Abra.

15.4 SEVERABILITY; WAIVER

No waiver of any provision of this Agreement, whether by conduct or otherwise, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, nor shall such waiver constitute a waiver in any other instance. If any provision of this Agreement is determined to be in violation of applicable law, such provision shall be void and the other provisions of this Agreement shall remain in full force and effect.

15.5 FORCE MAJEURE

Except to the extent provided in this Agreement, no party shall be liable for any default or delay in the performance of this Agreement (a) if and to the extent such default or delay is caused, directly or indirectly, by acts of terrorism, fire, flood. earthquakes, elements of nature, acts of God, riots, pandemic or other similar causes beyond the reasonable control of such party and (b) provided the non-performing party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions by the non-performing party (a “Force Majeure Event”). Upon notification in writing to the other party of a Force Majeure Event, the non-performing party shall be excused from further performance so affected for so long as such circumstances continue and such party continues to use commercially reasonable efforts to recommence performance without delay.

15.6 ACCESS OF THE APP OUTSIDE THE UNITED STATES

The App is controlled and operated in the United States. Abra makes no representations that the App or Services are appropriate or available for use outside of the United States. Those who access or use the App from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the App or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and, upon notice to Abra, your Account will be closed.

15.7 CONSENT TO ELECTRONIC NOTICE

Abra and its affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Abra and its affiliates rather than in paper form.

Additionally, you agree to receive SMS messages for the purpose of authentication and verification.