PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER AND JURY TRIAL WAIVER AND REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS IN CERTAIN JURISDICTIONS TO RESOLVE DISPUTES. PLEASE SEE THE DISPUTE RESOLUTION SECTION (INCLUDING SUBSECTIONS) FOR COMPLETE DETAILS AND REVIEW CAREFULLY.

Only in jurisdictions where applicable law prohibits the Class Action Waiver from applying to Disputes brought in Court, the DISPUTE SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT.

The Federal Arbitration Act and federal arbitration law apply to this arbitration clause. By agreeing to arbitration, you and Company are not limiting in any way either of our statutory or common law rights or potential remedies to which either of us would be entitled to if our Dispute were instead being heard in a court.

Any arbitration will be administered by National Arbitration and Mediation (“NAM”) and governed by NAM’s applicable rules (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Mass Filing Supplemental Dispute Resolution Rules and Procedures, as applicable) ("NAM Rules"), as modified by these Terms and Conditions. You may obtain a demand form to initiate arbitration as set forth in the NAM Rules available online at www.NAMADR.com, by emailing NAM at commercial@namadr.com, or by requesting them in writing at the Notice address; this demand form, along with a certification under penalty of perjury of compliance with the Mandatory Informal Pre-Suit Resolution Process, must both be personally signed by the party initiating arbitration (and their counsel, if represented) and a copy must also be sent to Company. You and Company agree that any counsel representing a party in arbitration must comply with the requirements of Federal Rule of Civil Procedure 11(b), and that the arbitrator may impose any sanctions against all appropriate represented parties and counsel if he or she determines a dispute is frivolous.

The arbitration shall occur through the submission of documents to one arbitrator. If the arbitrator determines that a hearing is necessary, the hearing shall be conducted remotely by telephone or video conference. If the arbitrator determines that an in-person hearing is necessary, the hearing will take place in the United States county where you live or work or such other location agreed upon by both parties. You and Company will select an arbitrator or hearing officer(s) after commencement of the action in accordance with NAM’s rules and procedures.

If you and Company cannot submit a joint pre-hearing and hearing schedule, each party will submit their own schedule to NAM. You and Company will submit a joint pre-hearing and hearing schedule to the hearing officer(s) within the earlier date of (a) 7 days prior to the hearing or (b) 14 days following the arbitrator’s appointment. If only one schedule is submitted, that schedule will be delivered to the arbitrator for his or her consideration. The arbitrator may adopt the schedule submitted by one party in the absence of a competing or joint schedule.

Payment of all filing, administration and arbitrator fees will be governed by the NAM rules and applicable fee sheet, as determined by NAM. All issues relating in any way to arbitration—including the applicability, scope, and enforceability of the arbitration provisions of these Terms and Conditions—are for the arbitrator to decide. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers. At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision on all procedural and substantive issues is binding only between you and Company and will not have any preclusive effect in another arbitration or proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

You and Company shall each be limited to a maximum of one (1) fact witness deposition per side, unless we agree otherwise or the arbitrator determines that more depositions are warranted based on the totality of circumstances (including the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests, and whether any or all of the Disputes appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery). Document requests shall be limited to documents that are directly relevant to the matter(s) in dispute or to its outcome; shall be reasonably restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; shall not include broad phraseology such as “all documents directly or indirectly related to”; and shall not be encumbered with extensive “definitions” or “instructions.” The arbitrator may edit or limit the number of document requests based on the totality of circumstances, including the factors listed above.

In any arbitration, the defending party may make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. Settlement offers may not be disclosed to the arbitrator until after the arbitrator issues an award on the Dispute. If the award is issued in the defending party's favor, or in the other party’s favor but is less than the defending party’s settlement offer, then the other party must pay the defending party’s costs incurred after the offer was made, including any attorney’s fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs to which the party bringing the Dispute may be entitled for the cause of action under which it is suing.