EXCLUDING DISPUTES ADDRESSED THROUGH ARBITRATION AS PROVIDED BELOW, YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT STATE AND FEDERAL COURTS LOCATED IN TENNESSEE IN RELATION TO ANY CLAIM, DISPUTE, OR DIFFERENCE ARISING FROM THESE TERMS, AND YOU AGREE TO WAIVE ANY RIGHT OF REMOVAL OR TRANSFER WHETHER DUE TO FORUM NON-CONVENIENS OR OTHER REASON.

The terms of this section apply to all disputes, even if the actions or relationship giving rise to such disputes occurred prior to this version of the Terms (or such modification).  However, the provisions of this section do not apply to any dispute as to which you have personally initiated a lawsuit or arbitration prior to agreeing to these Terms.  

We are reachable via the contact information at the end of these Terms to address any concerns you may have regarding your use of our Site or Site Content. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations as described below, which shall be a precondition to you initiating a lawsuit or arbitration against us (“Informal Dispute Resolution Process”). If you have a dispute with us, you must send an individualized, written notice describing the dispute to us via email to [email protected]. If we have a dispute with you, we will send a written notice to you using the contact information we have for you. 

Promptly following receipt of such notice, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any dispute covered by these Terms.  If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference personally. Likewise, if we are represented by counsel, our counsel may participate in the conference as well, but we agree to have a company representative fully participate in the conference.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Process required by this section.

Any matter or dispute relating in any way to your use of the Site, Site Content, or these Terms, which is not so resolved within 60 days of the opposing party receiving the notice shall be submitted to binding confidential arbitration as provided below. 

Failure to complete the Informal Dispute Resolution Process is grounds for dismissal of any arbitration, described below.  If a party brings an arbitration as described below without following the Informal Dispute Resolution Process, the arbitration shall be dismissed and such party is required to pay any reasonable costs and fees of the other party.

Excluding claims by us for injunctive or other non-monetary relief, any claims related to the Site or Site Content and any dispute or controversy arising out of or relating to these Terms, including without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise) or disagreements concerning the existence, breach, interpretation, application, or termination of these Terms, shall be brought on an individual basis and shall be resolved by final and binding arbitration before an arbitrator mutually selected by the parties. The arbitrator must have experience with the subject matter of the dispute, and be a former federal or state court judge.  The parties intend the Federal Arbitration Act (“FAA”) to apply to ensure enforcement of this arbitration agreement.  

The parties will meet and confer in good faith to select an arbitrator. For purposes of this section, good-faith meet-and-confer efforts require that each party propose at least three arbitrators who meet the qualifications described in these Terms.  If, after 60 days of good faith meet and confer efforts, the parties are unable to agree on an arbitrator, either party may petition the courts of Tennessee or the United States District Court for the Middle District of Tennessee to appoint an arbitrator meeting the requirements herein from the arbitrators proposed by the parties.  

The arbitration shall be governed by the JAMS Inc. Streamlined Arbitration Rules and Procedures.  The selection of the JAMS Streamlined Arbitration Rules and Procedures does not mean that the arbitration will be administered by JAMS.

The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, except to the extent that disclosure may be legally required of a party, necessary to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

The arbitration shall take place in Tennessee or at the option of the party seeking relief, online, by telephone, via written submissions alone or in your state of residence if requested.  If the party seeking arbitration fails to appear at the administrative conference regardless of whether such party’s counsel attends, the arbitrator will administratively close the arbitration proceeding without prejudice, unless such party shows good cause as to why they were not able to attend the conference.  You and we agree that the party initiating arbitration must submit a certification to the arbitrator that they have complied with and completed the Informal Dispute Resolution Process requirements referenced above and that they are a party to the arbitration agreement enclosed with or attached to the demand for arbitration. The arbitrator is authorized to impose any sanctions under the JAMS Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.  Except as expressly provided in this arbitration agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law. 

If the arbitrator finds that the costs and fees of an arbitration you initiate will be prohibitive for you as compared to the costs of litigation, we will pay as much of your filing, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous, brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), or asserted in bad faith. If we initiate an arbitration against you, we will pay all costs associated with the arbitration (other than your attorneys’ fees and expenses unless permitted to be recovered under the arbitration rules or applicable law).  Except as provided herein, the parties shall bear their own attorneys’ fees and costs in any arbitration.

INDEPENDENT OF ANY AGREEMENT TO ARBITRATE, YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER 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 ACTION. 

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so. Additionally, in any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to reasonable attorneys’ fees, court costs, and disbursements.