Arbitration Agreement

This Arbitration Agreement applies only if you are resident in, or your business is established in, the United States (including its territories).

It does not apply to consumers in the United Kingdom, the European Union, or Northern Ireland. Requiring a consumer in those jurisdictions to arbitrate is likely to be an unfair and unenforceable term, and we do not attempt to impose one. If you are outside the United States, your disputes are handled under our Governing Law and Dispute Resolution document instead.

This agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., which governs its interpretation and enforcement. It evidences a transaction involving interstate commerce.

You may reject this Arbitration Agreement and keep your right to go to court. To opt out, send us a written notice within thirty (30) days of the date you first accepted the Terms of Service, containing:

• Your full name.
• The email address on your PolicifyAI account.
• A clear statement that you wish to opt out of the PolicifyAI Arbitration Agreement.

Send it to [email protected] with the subject line "Arbitration opt-out". We will acknowledge receipt in writing - keep that acknowledgement.

Opting out is free. It does not affect your access to the Service, your pricing, or any other part of your relationship with us, and we will not treat you differently for doing it. If you opt out, this Arbitration Agreement and the Class Action Waiver do not apply to you, and disputes are resolved under section 5 of the Governing Law document.

If we materially change this Arbitration Agreement in future, you will get a fresh 30-day opportunity to opt out of the change.

Except as set out in section 4, you and PolicifyAI agree that any dispute, claim, or controversy arising out of or relating to the Service, the Terms of Service, or the relationship between us - including its formation, breach, termination, enforcement, interpretation, validity, and any claim in contract, tort, statute, or otherwise, and including claims that arose before you accepted these Terms - will be resolved by binding individual arbitration rather than in court.

You and PolicifyAI are each giving up the right to sue in court and to have a trial before a judge or jury. Discovery and appeal rights in arbitration are more limited than in court.

The following are not subject to arbitration:

• Small claims. Either of us may bring an individual claim in a small claims court with jurisdiction, so long as it stays there and stays individual.
• Injunctive relief for intellectual property or misuse. Either of us may seek an injunction or other equitable relief in a court of competent jurisdiction to stop infringement or misuse of intellectual property, unauthorised access, or breach of confidentiality.
• Claims that cannot lawfully be arbitrated under applicable law.
• Complaints to a government agency or regulator. Nothing here prevents you reporting a concern to, or seeking relief through, a federal, state, or local agency. Where the law allows, that agency may seek relief on your behalf.

Seeking relief under any of these carve-outs does not waive the rest of this Arbitration Agreement.

Before starting an arbitration, the party bringing the claim must give the other at least sixty (60) days' written notice describing the nature and basis of the claim and the relief sought.

Send notice to us at [email protected], subject line "Notice of Dispute". We send notice to the email on your account. During those 60 days each of us will try in good faith to resolve the claim informally. Either of us may request a short individualised settlement conference by telephone or video, and both will participate in good faith.

This notice requirement is a genuine precondition to arbitration and applies equally to both of us. The 60-day period tolls any applicable limitation period.

The arbitration is administered by the American Arbitration Association (AAA) under its rules in effect when the case is filed - the Consumer Arbitration Rules where you are an individual using the Service for personal purposes, or the Commercial Arbitration Rules where you are a business - as modified by this agreement. The rules are at adr.org.

If the AAA will not administer the case consistently with this agreement, and we cannot agree on a substitute, a court with jurisdiction will appoint the administrator or arbitrator.

There will be one arbitrator, selected under the applicable AAA rules. The arbitrator must be a retired judge or a lawyer with experience of technology and consumer contract disputes, must be neutral, and must disclose any conflict.

All arbitrations proceed on an individual basis.The arbitrator may hear only your individual claim and may not preside over any form of class, representative, collective, consolidated, or private attorney general proceeding, and may not consolidate or join the claims of more than one person - except as section 12 permits for administrative efficiency, and even then only with all affected parties' written consent.

The full terms of this restriction, and what happens if a court refuses to enforce it, are in our Class Action Waiver, which forms part of this agreement.

You will not have to travel far or at all. Unless you and we agree otherwise:

• Claims of $25,000 or less may, at your election, be decided on the documents alone, by telephone, or by video conference.
• Where an in-person hearing is held, it takes place in the county or federal district where you live, or another mutually agreed location.
• You may appear at any hearing by telephone or video conference.
• You may be represented by a lawyer, or represent yourself, at any stage.

9.1 Consumers.Where the AAA Consumer Arbitration Rules apply, filing, administrative, and arbitrator fees are allocated under those rules, which cap the consumer's share. We will pay the portion of your filing fee that exceeds the cost of filing a claim in the court that would otherwise have heard it, and we will pay any administrative and arbitrator fees the rules allocate to us.

9.2 Hardship. If you cannot afford your share of the fees, ask the AAA for a fee waiver or ask us in writing - we will consider paying them so that cost is not a barrier to you bringing a genuine claim.

9.3 Businesses.Where the Commercial Rules apply, each party bears its own costs and an equal share of the arbitrator's and administrative fees, unless the arbitrator decides otherwise.

9.4 Legal fees. Each party bears its own legal fees, except that the arbitrator may award them where a statute provides for them, or where a claim or defence is found frivolous or brought for an improper purpose, applying the standard of Federal Rule of Civil Procedure 11(b).

9.5 Settlement offers. If the arbitrator awards you more than our last written settlement offer, we will pay your reasonable legal fees and costs, in addition to the award.

The arbitrator has exclusive authority to resolve the dispute and may award any individual relief a court could award under applicable law, including statutory damages and, where available, legal fees. Any relief must be individual to you and may not affect other users.

The arbitrator must apply the substantive law identified in our Governing Law document, must honour applicable privileges, and must give a written, reasoned decision explaining the essential findings and conclusions.

The award is final and binding on both of us, and judgment on it may be entered in any court with jurisdiction. Review is limited to the grounds in the Federal Arbitration Act. The arbitrator must respect the limitations and disclaimers in our Limitation of Liability and Disclaimer of Warranties.

The arbitration and its outcome are confidential, except as needed to enforce or challenge the award, to comply with law, or to seek legal or accounting advice. Nothing here stops you disclosing the underlying facts of your own experience.

The arbitrator, not a court, has exclusive authority to decide all questions about the interpretation, applicability, enforceability, scope, and formation of this Arbitration Agreement - including whether a particular dispute is arbitrable.

Two exceptions. A court, not the arbitrator, decides (a) any challenge to the enforceability or scope of the Class Action Waiver, and (b) whether you validly opted out under section 2.

If twenty-five (25) or more claimants bring arbitrations raising substantially similar claims and are represented by the same or coordinated counsel, the claims will be administered in sequential batches of no more than fifty (50) at a time. Each batch is treated as a single case for fee purposes, with a single arbitrator.

Both of us will cooperate in good faith with the administrator to implement batching, to keep costs proportionate, and to apply any resulting resolution to the remaining claims where it is sensible to do so. Any applicable limitation period is tolled for claims awaiting their batch. This section does not permit anyone's claim to be decided on a class or representative basis.

13.1 Severability. If any part of this Arbitration Agreement is found unenforceable, that part is severed and the rest continues to apply. The exception is section 7 and the Class Action Waiver: if a court finds the prohibition on class or representative proceedings unenforceable as to a particular claim, then that claim - and only that claim - is severed from arbitration and must proceed in court, while all other claims remain in arbitration.

13.2 Survival. This Arbitration Agreement survives termination of your account, the end of your subscription, and the end of the Terms of Service.

13.3 No waiver. Our failure to enforce any part of this agreement on one occasion is not a waiver of our right to enforce it later.