1. The parties agree that any Dispute (defined below) between them will be resolved by binding arbitration, rather than in court, except as expressly stated in Section 3 (Carve-Outs).
   
2. “Dispute” means any claim, controversy, or dispute arising out of or relating to (a) any services, membership, subscription, engagement, or agreement between the parties; (b) billing, payment, refunds, or collections; (c) communications between the parties; or (d) the relationship between the parties—whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
   

Waiver of Court/Trial Rights

1. By agreeing to arbitration, the parties understand and agree that they are waiving the right to have Disputes decided by a judge or jury in court.
   
2. The arbitrator (not a court) will decide all Disputes, including issues related to the interpretation, applicability, enforceability, or formation of this Agreement, except as set forth in Section 9 (Severability).
   

Carve-Outs (Claims not required to be arbitrated) 

1. Small Claims. Either party may bring an individual action in small claims court (or equivalent) if the claim qualifies and remains in that court.
   
2. Injunctive/Equitable Relief. Either party may seek temporary or preliminary injunctive relief in court to preserve the status quo or prevent irreparable harm (including protection of confidential information), pending arbitration.
   
3. Intellectual Property.
   
4. Claims seeking to collect unpaid fees or charges for products or services rendered, including claims arising from non‑payment or late payment.
   

Informal Dispute Resolution (Notice & Cure)

1. Before initiating arbitration, the complaining party must send written notice describing the Dispute and the relief sought (“Notice of Dispute”).
   
2. The parties will attempt in good faith to resolve the Dispute within thirty (30) days after receipt of the Notice of Dispute (unless extended by mutual written agreement).
   
3. Notices must be sent to:
   

Arbitration Provider; Rules

1. The arbitration will be administered by the American Arbitration Association ("AAA") under its applicable rules.
   
2. If the selected provider is unavailable, the parties will mutually select a comparable provider. If they cannot agree, a court of competent jurisdiction may appoint an arbitration administrator.
   
3. The arbitrator will apply the chosen provider’s rules unless those rules conflict with this Agreement, in which case this Agreement controls.
   

Arbitration Procedure; Location; Hearing Format

1. Initiation. A party initiates arbitration by filing a demand with the administrator and serving the other party.
   
2. Unless the parties agree otherwise, arbitration will be:
   
1. conducted remotely (video/teleconference), at the arbitrator’s discretion and consistent with the rules.
   
3. Arbitrator Selection. The arbitrator will be selected according to the administrator’s rules and must be neutral.
   
4. Authority. The arbitrator may award any relief available in court under applicable law, subject to the limitations in this Agreement (if any).
   
5. Written Decision. The arbitrator shall issue a written decision stating the essential findings and conclusions.
   

Fees, Costs, and Attorney's Fees

1. Filing and Administrative Fees. The parties will pay arbitration fees as follows:
   
1.  Each party pays its own arbitration fees and costs, and the parties split the arbitrator’s fees equally, unless the arbitrator reallocates fees under Section 7.3.
   
2. Attorneys’ Fees. Each party bears its own attorneys’ fees unless a statute or contract permits fee shifting.
   
3. Reallocation. The arbitrator may award costs and fees when authorized by applicable law or if a claim is determined to be frivolous or brought for an improper purpose.
   

Confidentiality 

1. prepare for or conduct the arbitration,
   
2. seek court relief under Sections 3.2 or 10,
   
3. enforce or challenge the award, or
   
4. comply with legal obligations.
   

Class Action Waiver; Individual Relief Only

1. The parties agree that arbitration will be conducted only on an individual basis.
   
2. The arbitrator may not consolidate claims or preside over any form of class, collective, representative, or private attorney general action.
   
3. If this Section 9 is found unenforceable as to a particular claim, then that claim must proceed in court to the extent required by law, and the remaining claims shall be arbitrated.
   

Limitation Period

Governing Law 

1. The arbitrator’s award will be final and binding.
   
2. Judgment on the award may be entered in any court with jurisdiction.
   

OPT-OUT

1. Client may opt out of arbitration by sending written notice within thirty (30) days of the Effective Date to:
   
1. dfields@fieldssmith.com.
   
2. The opt-out notice must include Client’s name, address, and a clear statement of intent to opt out of arbitration.
   
3. Opting out of arbitration will not affect the validity of any other agreement between the parties.
   

Severability

1. This Agreement is the entire agreement of the parties regarding arbitration of Disputes and supersedes any prior arbitration discussions.
   
2. If this Agreement conflicts with any other agreement between the parties on dispute resolution, this Agreement controls unless the other agreement expressly states it overrides this Agreement.