Dispute Resolution Addendum

The Order Form, together with the Terms of Service, the Privacy Policy, this Dispute Resolution Addendum, and any other exhibits, schedules, riders, or addenda attached to the Order Form constitute the entire binding agreement by and between WinFactor and Customer.

1. Definitions. Terms used in this Dispute Resolution Addendum shall have the meanings provided to them in the Terms of Service.
2. Mediation. In the event of any dispute, claim, or controversy arising out of or relating to the Agreement, the aggrieved party, whether that be WinFactor or Customer (each, a “Party” and collectively, the “Parties”), shall provide written notice to the other Party of the dispute. Such written notice shall include the identity of the Party, a description of the nature and basis of the dispute, and the relief the Party is seeking, including the specific amount of any monetary relief the Party is seeking. Thereafter, the Parties shall first attempt in good faith to resolve the dispute through confidential mediation conducted in Orange County, Florida. The Parties shall agree on a mediator within thirty (30) days of either Party’s written notice of the dispute. If the Parties cannot agree on a mediator within such period, either Party may elect to resolve the dispute pursuant to Section 3
3. Arbitration. If the dispute cannot be resolved through mediation within sixty (60) days from the date of the initial written notice of the dispute, then the dispute shall exclusively be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in Orange County, Florida before three (3) neutral arbitrators agreed upon by the Parties. If the Parties cannot agree on the arbitrators within thirty (30) days of the commencement of the arbitration process, the arbitrators shall be appointed by JAMS. Limited discovery shall be allowed as determined by the arbitrators. The arbitrators shall provide a written award with findings of fact and conclusions of law.
4. Final and Binding. The arbitrators’ award shall be final and binding on the Parties and may be entered in any court having jurisdiction.
5. Appeal. An appeal of the arbitration award is allowed on limited grounds as determined by the laws of the State of Florida.
6. Consolidation Prohibited; Class Action Waiver. No arbitration shall include, by consolidation or joinder or in any other manner, any additional person or entity not a Party to this Agreement, except by written consent of all the Parties. Customer may only resolve disputes with WinFactor on an individual basis, and Customer may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The Parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
7. Costs. The Parties shall share equally the costs of the mediation and arbitration, including any JAMS administrative fees and the arbitrators’ fees and expenses. Each Party shall bear its own costs and attorneys’ fees. Notwithstanding the foregoing, if the arbitrator finds that either the substance of a claim or the relief sought in arbitration was frivolous, or a claim was brought for an improper purpose, the non-prevailing Party shall promptly reimburse the prevailing Party for all of the prevailing Party’s expenses arising from the dispute, including reasonable attorneys’ fees.
8. Governing Law. This Dispute Resolution Addendum shall be governed by the laws of the State of Florida.
9. Exclusive Jurisdiction and Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida for any court proceedings permitted under this Dispute Resolution Addendum.
10. Severability. If any part of this Dispute Resolution Addendum is found to be unenforceable, the remainder shall remain in effect.