CaseXplorer Arbitration Services Agreement

This Agreement is made and entered into between DecisionQuest, Inc., a California corporation, the American Arbitration Association, a New York not for profit corporation (“AAA”) and their affiliates and subsidiaries, and you to provide CaseXplorer Arbitration (“CXA”) services on the condition that you accept and agree to the following terms, conditions and policies. For the purposes of this Agreement, DecisionQuest, the AAA, and any arbitrators considered for appointment or actually appointed to provide CXA related services may be collectively referred to as “we,” “us,” or “our”. This Agreement also governs your use of our websites, including but not limited to, www.casexplorerarbitration.com and www.adr.org (“Sites”).

By executing this Agreement you agree on behalf of yourself, and your client if you are an attorney representing a party (collectively referred to as “you,” or “your”), to the following terms and conditions.

1. Disclosures

You agree to provide us with prompt and accurate information as will be requested about any attorneys, parties, and any other participants in the CXA case study, the underlying dispute, or any pending or anticipated arbitration. You further agree to provide us with any other information of which you are aware that may give rise to conflicts of interest or that may be necessary for CXA arbitrators to conduct conflicts checks.

2. Arbitrator Selection and Conflicts

You agree not to select an arbitrator to provide CXA services who is serving on another matter that arises out of or relates to the dispute giving rise to the CXA matter, or whose selection may give rise to a conflict with any party, counsel or other participant in the CXA matter. You acknowledge that arbitrators selected for a CXA case study will be required to make future disclosures regarding their selection, and in the same manner as if they were appointed as an arbitrator to decide the underlying merits of the dispute. In addition, you acknowledge and agree that you will only use CXA services to assist in evaluating a particular issue or dispute, and that you will not use CXA services for any improper purpose, including to generate conflicts of interest between parties, attorneys and others involved in a dispute and an arbitrator appointed to decide the merits of a controversy. You further acknowledge that using CXA services for any improper purpose could subject you to sanctions or other applicable penalties and remedies in a pending or future arbitration or litigation.

3. Confidentiality

You agree to maintain the confidentiality of the selected arbitrators’ responses, feedback, opinions, recommendations, suggestions, and other comments (collectively, “responses”) and that you will not rely on or introduce as evidence in any arbitral, judicial or other proceeding any of the selected arbitrators’ responses except to the extent required by law.

4. No Legal Advice

You acknowledge and agree that: (i) the services provided by CXA, the AAA, and arbitrators are not legal advice and the arbitrators selected for a particular matter are not being engaged to provide legal advice; (ii) CXA and the AAA are being selected only to provide arbitrators who will provide an objective opinion concerning the matters submitted to CXA, (iii) those opinions may or may not be adverse to the interests of the party using CXA services, (iv) the information and opinions provided by arbitrators are intended as strategic advice, and (v) CXA services and any views or opinions that result from those services are not guaranteed to be correct or complete with regard to a particular matter.

5. Execution of Scope of Services

We provide no warranty, express or implied, concerning any of the work we will perform under this Agreement, including those related to arbitrator performance, appointment, or their findings, recommendations, or analysis. It is recognized that others may interpret the information provided by you in a different manner and reach other conclusions.

We will diligently proceed to provide CXA services under this agreement, and will report to you in a timely manner, except for delays occasioned by factors beyond our control, by factors that were not reasonably foreseeable, or by factors that may be attributed to you.

6. Price and Cancellation

As consideration for providing CXA services, the price to provide such services shall be Work performed under this Agreement shall be fixed at rates specified on the Sites at the time this Agreement is entered into.  Full payment for CXA services shall be made by you upon execution of this Agreement. All fees paid are non-refundable once you have been granted credentials necessary to access the CXA Arbitrator Search Tool.

7. Document and Evidence Retention

We shall have no duty to retain any reports, evidence, briefs, emails, communications, or any other documents or information whether in hard copy or electronic format once the CXA study has been completed and the results have been communicated to you.

8. Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Sites is owned, controlled or licensed by us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in this Agreement, no part of the Sites and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

9. Your Use of the Sites

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Sites or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Sites or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Sites. We reserve the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Sites, or any other systems or networks connected to the Sites or to any of our servers, or to any of the services offered on or through our Sites, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Sites or any network connected to the Sites, nor breach the security or authentication measures on the Sites or any network connected to the Sites. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Sites, or any other customer of our, including any account not owned by you, or exploit the Sites or any service or information made available or offered by or through the Sites, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Sites.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sites or our systems or networks, or any systems or networks connected to the Sites. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites or any transaction being conducted on the Sites, or with any other person’s use of the Sites. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the Sites or any service offered on or through the Sites. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Sites or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of us or others. We may make changes to any products or services offered on the Sites, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Sites with respect to products and services may be out of date; we make no commitment to update the materials on the Sites with respect to such products and services.

The Sites may not be used by persons under the age of 18.

10. Accounts, Passwords and Security

Certain features or services offered on or through the Sites may require you to open an account (including setting up an ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account(s), including your password, and for any and all activity that occurs under your account(s) as a result of your failing to keep this information secure and confidential. You agree to notify us immediately of any unauthorized use of your account(s) or password(s), or any other breach of security. You may be held liable for losses incurred by us or any other user of or visitor to the Sites due to someone else using your ID(s), password(s) or account(s) as a result of your failing to keep your account information secure and confidential.

You may not use anyone else’s ID, password or account at any time without the express permission and consent of the holder of that ID, password or account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

11. Payment

For Content offered on a payment or subscription basis, the following terms apply, unless we notify you otherwise in writing:

              a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise.

             b. You must pay with one of the following:

                        1. a valid credit card acceptable to us;

                        2. a valid debit card acceptable to us;

                        3. Sufficient funds in a checking or savings account; or

                        4. By another payment option we provide to you in writing.

12. Privacy

Our Privacy Policies apply to use of our Sites, and their terms are made a part of this Agreement. To the extent there exist any inconsistencies between those Privacy Policies and this Agreement, the terms of this Agreement shall govern. Additionally, by using the Sites, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Sites may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

13. Links to Other Sites

The Sites may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and we are not responsible and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. However, certain websites may have domain names other than www.decisionquest.com and www.adr.org that may still be our websites to which the terms of this Agreement would apply. To the extent that the terms of this Agreement conflict with the terms of any of our other websites, the terms and conditions contained in this Agreement shall govern.

14. Disclaimers and Warranties

WE DO NOT PROMISE THAT THE SITES OR ANY CONTENT, SERVICE OR FEATURE OF THE SITES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITES WILL PROVIDE SPECIFIC RESULTS. THE SITES AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITES IS SUBJECT TO CHANGE WITHOUT NOTICE. WE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACCEPT FULL RESPONSIBILITY FOR ALL USES AND APPLICATIONS OF ANY ARBITRAOR FINDINGS OR RECOMMENDATIONS. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITES OR ANY CXA SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITES AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITES OR ANY CONTENT IS TO STOP USING THE SITES OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Sites, or any portion of the Sites, for any reason; (2) to modify or change the Sites, or any portion of the Sites, and any applicable policies or terms; and (3) to interrupt the operation of the Sites, or any portion of the Sites, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

15. Limitation of Liability and Indemnification

You agree that we are not a necessary or proper party in any judicial, administrative or arbitral proceeding relating to the CXA services or to any dispute related to CXA services. You further agree and consent that we shall not be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any of the services provided under this Agreement, and that we are not liable for any loss or damage (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise) resulting from any use of, or inability to use, the Sites or the material, information, software, facilities, services or other content on the Sites, regardless of the basis upon which liability is claimed and even if we have been advised of the possibility of such loss or damage. Without limitation, you assume the entire cost of all necessary servicing, repair or correction in the event of any such loss or damage arising. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations that will apply to you only to the extent permitted by applicable law. If, notwithstanding the other provisions of this Agreement, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Sites or any Content, our liability shall in no event exceed the total of any fees with respect to any service or feature of or on the Sites paid in the six months prior to the date of the initial claim made against us. Some jurisdictions do not allow limitations of liability. So, the foregoing limitation may not apply to you.

You agree to fully indemnify, hold harmless and defend us and our directors, officers, employees, agents, stockholders and affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, due to or arising out of or in connection with (a) your violation of any covenant, obligation, representation, or duty under this Agreement, (b) your violation of any rights of a third party and/or (c) your unlawful or prohibited use of the Sites or CXA services.

16. Disclosure of Information

We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Sites, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of the Sites, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We may also disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that we may preserve any transmittal or communication by you with us through the Sites or any service offered on or through the Sites, and may also disclose such data if required to do so by law or if we determine that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such data violates the rights of others, or (4) protect our rights, property or the personal safety of our employees, users of or visitors to the Sites, or the public.

17. Violation of This Agreement

You agree that we may, in our sole discretion and without prior notice, terminate your access to the Sites or block your future access to the Sites if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Sites. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances without the requirement of posting any bond. These remedies are in addition to any other remedies we may have at law or in equity.

You agree that we may, in our sole discretion and without prior notice, terminate your access to the Sites, for reasons that include (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Sites or any service offered on or through the Sites, or (4) unexpected technical issues or problems. If we do take any legal action against you as a result of your violation of this Agreement, we will be entitled to recover from you, and you agree to pay, all attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Sites as a result of any violation of this Agreement.

18. Arbitration

Any dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in New York, New York, before a single arbitrator. The arbitration shall be conducted pursuant to the AAA's Commercial Arbitration Rules, but shall not be administered by the AAA. Any and all determinations normally made by the AAA under the Commercial Arbitration Rules shall instead be made by the appointed arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties shall first attempt to identify a mutually acceptable arbitrator. However, if the parties are unable to identify a mutually acceptable arbitrator within twenty (20) days after service of the demand for arbitration upon all of the parties to the dispute, then either party may request that the arbitrator be appointed by the president of the New York City Bar Association.

Any person appointed or to be appointed as an arbitrator shall disclose to the Parties any circumstances likely to give rise to justifiable doubt as to the arbitrator's impartiality or independence, including bias or any financial or personal interest in the result of the arbitration or any past or present relationship with the parties or their representatives. The arbitrator's fees shall be deposited equally by the parties, but may be awarded by the arbitrator as provided for in the Commercial Arbitration Rules. However, under no circumstances shall any party to this agreement be responsible for the payment of any administrative fees to the AAA in connection with this arbitration agreement.

19. Miscellaneous

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Sites, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of this Agreement is held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement so that this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between you and us with regard to your use of the Sites, and any and all other written or oral agreements or understandings previously existing between you and us with respect to such use are hereby superseded and cancelled. Our failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by us of any provision or any right it has to enforce this Agreement , nor shall any course of conduct between us and you or any other party be deemed to modify any provision of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.