WAYPAVE TERMS OF USE

Effective Date: 5/21/2026 WayPave, an Arkansas corporation, (the “Company,” “we,” “us,” or “our”) operates a digital platform that connects individuals and organizations in the hourly wage job marketplace (the “Platform”). These Terms of Use (these “Terms”) govern access and use of the Platform by Employers or Job Seekers (both as defined below). These Terms are made in connection with our Privacy Policy, which can be found here. Our Privacy Policy is hereby incorporated by reference, and a breach of our Privacy Policy constitutes a breach of these Terms. 1. ACCEPTANCE OF TERMS By accessing or using the Platform, you agree to these Terms. If you do not agree, you must cease using and accessing the Platform. 2. PLATFORM PURPOSE The Platform connects hourly job seekers with employers through smart-matching technology. Employers can post jobs and swipe to review candidates; Job Seekers can create profiles and swipe to “apply” to jobs. 3. ACCOUNTS Both Employers and Job Seekers must create a profile to access certain features. You agree to provide accurate information and maintain the security of your account. a. “Employer” or “Employers” means a company, business, organization, or other party that has created an account on the Platform for the purposes of hiring Job Seekers. b. “Job Seeker” or “Job Seekers” means an individual, or other natural person, that has created an account on the Platform for the purposes of finding employment with an Employer. 4. USE OF THE PLATFORM Employers and Job Seekers agree and covenant to use the Platform for lawful purposes only. They shall not:
  • Violate any applicable laws or regulations.
  • Misrepresent their identity, qualifications, or job openings.
  • Interfere with the proper working of the Platform.
5. EMPLOYER RESPONSIBILITIES AND ACKNOWLEDGEMENTS a. Employers are responsible for the content of job listings and for compliance with labor and employment laws. b. Employers agree and acknowledge the Platform does not guarantee that they will find qualified Job Seekers for their job listings and, further, it is the Employer’s responsibility to determine the qualifications and suitability of any Job Seeker for the Employer’s job listing. 6. JOB SEEKER RESPONSIBILITIES AND ACKNOWLEDGEMENTS a. Job Seekers are responsible for the accuracy of their profile information and for the information they share with Employers that is related to the hiring process. b. Job Seekers agree and acknowledge the Platform does not guarantee that they will find employment with an Employer and, further, it is the Job Seeker’s responsibility to complete the application and hiring process and to determine the suitability of any Employer or job opportunity. 7. RESPONSE TIME REQUIREMENTS AND ACCOUNT PAUSING 7.1 Scope of Response Obligations. Job Seekers and Employers are expected to respond in a timely manner to all engagement activity initiated on or through the Platform throughout the duration of a hiring opportunity. “Engagement activity” includes, but is not limited to: (a) initial match notifications, (b) messages or inquiries from a matched party, (c) interview scheduling requests or confirmations, (d) post-interview follow-up or decision communications, (e) offer and offer-response communications, and (f) any other action requested or initiated through the Platform in connection with an active opportunity. 7.2 Employer Response Obligations. Employer shall respond to any engagement activity initiated by a matched job seeker, or any pending action assigned to Employer through the platform, within seven (7) calendar days of the corresponding notification. A “response” means taking action through the Platform, including but not limited to accepting, declining, messaging, scheduling, advancing the Job Seeker, or otherwise progressing or closing the opportunity. If Employer fails to respond within the seven-day window at any stage of an opportunity, WayPave may automatically pause Employer’s active job postings and remove them from the matching pipeline. Paused postings will not be presented to Job Seekers and will not generate new matches or progress existing opportunities until Employer signs into the Platform and affirmatively reactivates the postings. 7.3 Job Seeker Response Obligations. Job Seekers shall respond to any engagement activity initiated by a matched Employer, or any pending action assigned to the Job Seeker through the Platform, within seven (7) calendar days of the corresponding notification. A “response” means taking action through the Platform, including but not limited to accepting, declining, messaging, scheduling, confirming attendance, responding to an offer, or otherwise progressing or closing the opportunity. If the Job Seeker fails to respond within the seven-day window at any stage of an opportunity, WayPave may automatically pause the Job Seeker’s profile and remove it from the matching pipeline. A paused profile will not be presented to Employers and will not generate new matches or progress existing opportunities until the Job Seeker signs into the Platform and affirmatively reactivates their profile. 7.4 Application to Open Opportunities. The response obligations in this Section apply independently to each open opportunity. A user with multiple active opportunities is responsible for timely response on each. Pausing under this Section 7 affects the user’s overall account participation in the matching pipeline as described in Sections 7.2 and 7.3. 7.5 Reactivation. Reactivation requires the user to sign into their WayPave account and affirmatively indicate, through the means provided within the Platform, their intent to resume matching and engagement activity. WayPave reserves the right to require profile updates, re-verification, or other reasonable conditions prior to reactivation. Reactivation does not automatically restore any opportunity that was closed, withdrawn, or filled during the paused period. 7.6 Notice. WayPave will use commercially reasonable efforts to provide notice prior to pausing an account, including reminder notifications through the Platform and/or to the email address or phone number associated with the account. Failure to receive such notice does not relieve a user of their response obligations under this Section 7. 7.7 Repeated Non-Responsiveness. WayPave reserves the right to take additional action, including but not limited to extended pause periods, account suspension, or termination, in cases of repeated failure to respond to engagement activity. 7.8 Modification. WayPave reserves the right to modify the response window, the scope of engagement activity covered, pausing procedures, and reactivation requirements at any time, with notice provided through the platform or by email to the address associated with the user’s account. 8. PRIVACY Your use of the Platform is governed by our Privacy Policy. 9. TERMINATION We reserve the right to suspend or terminate access to the Platform for violation of these Terms. 10. DISCLAIMER OF WARRANTIES THE PLATFORM, AND ALL CONTENT, SERVICES, AND FEATURES PROVIDED THROUGH THE PLATFORM, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, SUBSIDIARIES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY. THE COMPANY DOES NOT WARRANT THAT: (i) THE PLATFORM OR ITS CONTENT WILL MEET THE REQUIREMENTS OF ANY EMPLOYER OR JOB SEEKER; (ii) THE PLATFORM WILL BE 100 PERCENT UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS OBTAINED FROM USING THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMMENSURATE WITH EXPECTATIONS; (iv) ANY ERRORS IN THE PLATFORM OR ITS CONTENT WILL BE CORRECTED; OR (v) THE QUALITY OF ANY JOBS, CANDIDATES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE PLATFORM WILL MEET JOB SEEKER AND EMPLOYER EXPECTATIONS. 11. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, MANAGERS, OR OFFICERS BE LIABLE TO ANY JOB SEEKER OR EMPLOYER FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE SERVICES, OR SIMILAR DAMAGES, EVEN IF THE PLATFORM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, in the event the Company is liable for damages arising from use or access of the Platform, the cumulative liability of the Company, and its affiliates, subsidiaries, licensors, service providers, content providers, employees, agents, managers, and officers to any Job Seeker or Employer, for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid to the Company for use and access to the Platform in the trailing 12-month period prior to the action giving rise to the liability. 12. INDEMNIFICATION a. Indemnification by Employers. Each Employer agrees to indemnify, defend, and hold harmless the Company, its successors, affiliates, subsidiaries, and their respective employees, officers, directors, agents, and assignees (collectively, the “Indemnitees”) from and against all claims, liabilities, damages, judgments, penalties, losses, costs, and expenses (including reasonable attorneys' fees and costs, including in-house counsel) arising from or relating to: (i) any material breach of Employer’s warranties, covenants, or obligations under these Terms; (ii) Employer’s negligence, willful misconduct, or fraud in connection with their use, access, or interaction with the Platform; (iii) Employer’s violation of applicable laws, rules, or regulations; (iv) any misrepresentation in Employer’s profile, credentials, job postings, or other content published on the Platform; (v) any employment or independent contractor relationship formed through the Platform; and (vi) any claims arising from Employer’s interactions with other Platform users, including other Employers and Job Seekers. b. Indemnification by Job Seekers. Each Job Seeker agrees to indemnify, defend, and hold harmless the Indemnitees from and against all claims, liabilities, damages, judgments, penalties, losses, costs, and expenses (including reasonable attorneys' fees and costs, including in-house counsel) arising from or relating to: (i) any material breach of Job Seeker’s warranties, covenants, or obligations under these Terms; (ii) Job Seeker’s negligence, willful misconduct, or fraud in connection with their use, access, or interaction with the Platform; (iii) Job Seeker’s violation of applicable laws, rules, or regulations; (iv) any misrepresentation in Job Seeker’s profile, credentials, job qualifications, or other content published on the Platform; (v) any employment or independent contractor relationship formed through the Platform; and (vi) any claims arising from Job Seeker’s interactions with other Platform users, including other Job Seekers and Employers. c. Indemnification Procedure. The Company shall provide the Employer or Job Seeker, as the case may be (the “Indemnifying Party”), with prompt notice of any claim or potential claim and the Company’s request for indemnification. The Indemnifying Party shall have complete control over the defense and settlement of claims; provided, however, the Indemnifying Party shall not settle any potential suit involving the Company without the Company’s prior written consent, which such consent may not be unreasonably withheld, conditioned, or delayed. The Company agrees to reasonably cooperate with the Indemnifying Party and its insurance company or legal counsel in the defense of the claim at the Indemnifying Party’s expense. 13. GOVERNING LAW These Terms shall be governed by and construed in accordance with the laws of Arkansas, without regard to its conflict of law provisions. 14. AGREEMENT TO ARBITRATE All claims relating to or arising out of these Terms or the breach thereof, whether sounding in contract, tort, or otherwise that have arisen or may arise between you and us shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this section, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this section. a. No Class Action. YOU AGREE AND ACKNOWLEDGE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION, ACTION, OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AGAINST US AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT BE USED AGAINST US IN A SEPARATE PROCEEDING WITH A SEPARATE PARTY. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then this Section 14.a shall be deemed null and void; provided, the rest of this Section 14 shall be unaffected and remain in effect. b. Binding Arbitration. Arbitration will be conducted by a neutral arbitrator in accordance with the rules of JAMS that are in effect at the time the arbitration is initiated (collectively referred to as the “JAMS Rules”), as modified by these Terms, and excluding the JAMS Class Action Procedures. For information on JAMS, please visit its website, https://www.jamsadr.com/. Information about JAMS’s Rules and fees for consumer disputes can be found at the JAMS consumer arbitration page, https://www.jamsadr.com/rules-comprehensive-arbitration/. If there is any inconsistency between the JAMS Rules and these Terms, the terms contained herein will control unless the arbitrator determines that the application of the inconsistent terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 11. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. To commence arbitration against us, you must write a demand for arbitration that includes a description of the dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com. You should send three copies of the Demand, plus the appropriate filing fee, to JAMS at 500 North State College Blvd., Suite 600, Orange, CA 92868, and send one copy to us at 1380 Heart Street, Centerton, AR 72719. For more information, see the JAMS arbitration rules and forms, https://www.jamsadr.com/rules-download/. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you. The arbitration shall be held in the county in the United States where you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all claims relating to or arising out of these Terms, or the breach thereof, whether sounding in contract, tort, or otherwise and all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Arkansas, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different parties but is bound by rulings in prior arbitrations involving the same party to the extent required by applicable law c. Cost of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in these Terms. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the JAMS rules. d. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties. e. Changes to Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures in this Section (other than a change to any notice address or website link provided herein) in the future, such change shall not be effective until at least 60 days from the date of posting, and shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to remove these arbitration procedures from these Terms, such removal shall not be effective until 30 days after the version of these Terms not containing the arbitration procedures is made available on the Platform, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal. 15. MODIFICATIONS We may revise these Terms at any time. Continued use of the Platform constitutes acceptance of the updated Terms. 16. CONTACT Questions about these Terms? Contact us at support@waypave.com.