THIS SECTION DEFINES YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You, your organization, and PRQX agree that these terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms of Services or any prior agreement; and claims that may arise after the termination of these Terms of Services. The only disputes excluded from these Terms of Services are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms of Services, you and your organization agree to resolve any and all disputes with PRQX as follows:
Initial Dispute Resolution
Most disputes can be resolved without resorting to litigation. You can reach PRQX’s support department at legal@pricerqx.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the PRQX support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms of Service or previous versions of these Terms of Service (including the Terms’ or Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or use of the Services shall be finally settled by binding arbitration, as described below.
The parties shall resolve disputes subject to arbitration before the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect (the “Rules”), before a single arbitrator, excluding any rules or procedures governing or permitting class actions. To start an arbitration with AAA, your organization must do the following:
- Write and submit a Demand for Arbitration that includes a description of the claim and the amount of damages seeking to be recovered (a copy of a Demand for Arbitration at www.jamsadr.com / https://www.jamsadr.com/submit/); and
- Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1155 F Street, NW, Suite 1150, Washington, DC 20004; and
- Send one copy of the Demand for Arbitration to PRQX at PRQX, Attn: Legal, 10224 Glen Ora Ave, Las Vegas, NV 89134.
Each party is responsible for its share of the fees invoiced by the AAA in accordance with the Rules. The prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with the proceeding, in addition to any other relief to which it may be entitled.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, the Data Policy, or the Privacy Policy, including but not limited to any claim that all or any part of these Terms of Service, the Data Policy, or the Privacy Policy is void or voidable, whether a claim is subject
to arbitration, or the question of waiver by litigation conduct. 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 shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If a resident of the United States, arbitration will take place in the State of Delaware. For individuals residing outside the United States, arbitration shall be initiated in the State of Delaware, United States of America. The parties further agree to submit to the personal jurisdiction of any federal or state court located in the State of Delaware in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate,
or enter judgment on the award entered by the arbitrator.
Class Action Waiver
The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 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 the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception
- Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
legal@pricerqx.com
Changes to This Section
PRQX will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the PRQX website, sending a message to your organization, or otherwise notifying your organization when logged into our services. Amendments will become effective thirty (30) days after they are posted on the website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
Survival
This Arbitration and Class Action Waiver section shall survive any termination of our services.
