Both you and Company agree that any dispute or claim arising from or relating to these Terms shall be settled according to the following procedure:

(a) INFORMAL NEGOTIATIONS: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each “Dispute” and collectively, the “Disputes”) brought by either you or Us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice (via email or print mail) from one Party to the other Party.

(b) BINDING ARBITRATION: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) which is available at the AAA website (https://www.adr.org/).

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. 

Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the United States, Illinois. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the United States, Illinois, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

(c) RESTRICTIONS: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:

• No arbitration shall be joined with any other proceeding;
• There is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures;
• There is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

(d) EXCEPTIONS TO INFORMAL NEGOTIATIONS & ARBITRATION: The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

• Any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
• Any Dispute related to or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
• Any claim for injunctive relief. 

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.