JOB CONNECTION AGREEMENT

 

This Job Connection Agreement (“Agreement”), effective as of the Effective Date (defined below), is a three-party agreement entered into between Off Duty Blue Incorporated, a New York corporation (“Company”), Hiring Party (defined below), and Officer (defined below). This Agreement sets forth the terms and conditions that govern the services provided by Company under this Agreement. 

 

From time to time, Hiring Party may seek to hire Officer for a job offered by Hiring Party. 

 

From time to time, Officer may seek off-duty job opportunities alongside his/her full time employment as a police officer. 

 

Company, through its website and services, desires to introduce Officer to Hiring Party for potential hiring by Hiring Party. 

 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company, Hiring Party and Officer agree as follows:

 

ARTICLE 1: DEFINITIONS

 

“Account” means a user account for the Website, which may have an active or inactive status. 

 

“Compensation” means the compensation payable from Hiring Party to Officer in accordance with the terms of the applicable Job Submission. 

 

“Effective Date” means the earlier of the following dates: (a) the date upon which both Hiring Party and Officer have clicked the electronic acceptance or agreement button accompanying this Agreement; and (b) the date upon which both Hiring Party and Officer have otherwise accepted this Agreement as evidenced by an electronic signature, an acknowledgment of acceptance in an email or electronic document, or the physical signature of the paper form of this Agreement or a related signature page for this Agreement.

 

“Fee” means Company’s service fee payable by Hiring Party in the amount of Fifteen Percent (15%) of the hourly rate, per hour worked by Officer. 

 

“Hiring Party” means any individual, company, governmental agency or other party which has: (a) executed this Agreement; and (b) registered through the Website for the purpose of identifying one or more Officers to hire for one or more Jobs. 

 

“Job” the work to be performed by an Officer for a Hiring Party based on such Hiring Party’s Job Submission. 

 

“Job Submission” means a submission by Hiring Party regarding a job to be posted by Company on the Website, which includes Hiring Party’s job terms, including, without limitation, the description of the job, hourly compensation rate and any special requirements of Hiring Party. 

 

“Officer” means any law enforcement officer who: (a) is employed by an officially recognized police agency as of the Effective Date; (b) has arrest authority; (c) has created an Account for the purpose of identifying one or more Jobs of interest; and (d) has executed this Agreement. 

 

“Police Administrator” means a supervisor or administrator acting on behalf of the police agency which employs Officer. 

 

“Website” means the one or more websites and online resources owned or controlled by Company, including, without limitation, www.offdutyblue.com. 

 

ARTICLE 2: PRE-HIRE STAGE

 

2.1      Screening of Officer.  After Officer creates an Account, Company will use commercially reasonable efforts to perform preliminary screening of Officer’s background.  As part of such screening, Company will use commercially reasonable efforts to contact the police agency employing such Officer to confirm work eligibility for the applicable Job.  Also, as part of such screening, Company may, in its sole discretion, obtain and review additional information regarding Officer, including, without limitation: (a) confirmation as to whether Officer has good standing status with such police agency; (b) employment history and performance information provided by such police agency; and (c) reference check reports, credit check reports, and personal, civil and criminal background search reports based on publically available records.  Company may, in its sole discretion, change Officer’s Account status to active after receiving such agency’s confirmation of eligibility, taking into account any other information received by Company under this Section.  Officer hereby grants Company the full right and authority to communicate with such police agency (Officer’s employer) and other third parties to obtain, review and possess the information related to Officer as set forth in this Section.  To the extent required by applicable law, Officer will provide his/her further written consents and sign documents for purposes of permitting Company to order and receive the reports described in this Section. 

 

2.2      Screening of Hiring Party.  After Hiring Party creates an Account, Company will use commercially reasonable efforts to perform preliminary screening of Hiring Party’s background.  As part of such screening, Company will use commercially reasonable efforts to confirm the identity and address of Hiring Party.  Also, as part of such screening, Company may, at its sole discretion, obtain and review additional information regarding Hiring Party, including, without limitation, credit check reports and personal, civil and criminal background search reports based on publically available records.  Company may, in its sole discretion, change Hiring Party’s Account status to active after receiving such address verification, taking into account any other information received by Company under this Section.  Hiring Party hereby grants Company the full right and authority to communicate with third parties to obtain, review and possess the information related to Hiring Party as set forth in this Section.  To the extent required by applicable law, Hiring Party will provide its further written consents and sign documents for purposes of permitting Company to order and receive the reports described in this Section. 

 

2.3      Auditing by Police Administration.  Throughout the term of this Agreement, Company will cooperate with Police Administrators acting on behalf of any police agency related to Officer.  Company will provide such Police Administrators with an agency-specific Account.  The agency-specific account will enable the Police Administrators to review and access the Accounts (and all associated information) of those Officers employed by such agency.  Officer hereby authorizes Company to provide Police Administrators with such access and information. 

 

2.4      Fund Availability and Authorization.  After Company has activated Hiring Party’s Account, Hiring Party may provide one or more Job Submissions to Company.  For each Job Submission, Hiring Party hereby certifies that it has the funds to pay the applicable Compensation and Fee, and that it will reserve such funds until making such payment owed to Officer and Company.  With each Job Submission, Hiring Party will enter its credit card or debit card information through the Website to allow Company and its ecommerce affiliate to verify the validity of such card.  By providing such credit card or debit card information or by providing bank account and routing information (collectively, “Payment Information”), Hiring Party hereby authorizes Company and its ecommerce affiliate to draw funds from such card or bank account, as applicable, for purposes of obtaining the Compensation and Fees owed by Hiring Party in accordance with this Agreement. 

 

2.5      Job Application.  Company will post Hiring Party’s Jobs on the Website.  After Company has activated Officer’s Account, the Website will enable Officer to apply for the posted Jobs.  Officer acknowledges that Company’s screening of Hiring Party is preliminary in scope, will include Company’s reasonable attempt to confirm Hiring Party’s identity and address, and may include additional searches and analysis in Company’s sole discretion.  It will be Officer’s responsibility to evaluate Hiring Party and ultimately decide whether to apply for any Job offered by Hiring Party.  Company will not be responsible for any loss or liability incurred by Officer due to any wrongdoings, acts or omissions of Hiring Party. 

 

2.6      Approval/Denial of Job Application.  Company may approve or deny Officer’s Job applications in its sole discretion.  Company may deny any applications for Jobs inconsistent with Officer’s scope of eligibility under Section 2.1, and Company may deny any applications based on updated screening information received by Company under Section 2.1.  If Company approves a Job application, Hiring Party may then approve or deny such Job application in its sole discretion.  By permitting Officer to work for a Job, Hiring Party will be deemed to have approved the Job application associated with such Job.  Hiring Party acknowledges that Company’s screening of Officer is preliminary in scope, will include a reasonable attempt to confirm Officer’s Job eligibility based on communication from Officer’s employer, and may include additional searches and analysis in Company’s sole discretion.  It will be Hiring Party’s responsibility to evaluate Officer and ultimately decide whether to approve Officer’s Job application.  Company will not be responsible for any loss or liability incurred by Hiring Party due to any wrongdoings, acts or omissions of Officer. 

 

ARTICLE 3: HIRE STAGE

 

3.1      Hiring.  Upon Hiring Party’s approval of an application under Section 2.6, Hiring Party will be deemed to have hired Officer for the Job related to such application.  The terms in the Job Submission will constitute a legal contract between Hiring Party and Officer regarding such Job (“Hiring Contract”).  Despite the fact that the terms of the Hiring Contract may be provided in a Job Submission accessible on Company’s Website, the Hiring Contract will be an agreement solely between Hiring Party and Officer.  Company will not be a party to the Hiring Contract.  Likewise, the Job relationship will be solely between Hiring Party and Officer.  If Hiring Party has any special terms or conditions for the Hiring Contract, Hiring Party will state such terms and conditions in the applicable Job Submission.  Company will have no responsibilities, duties or obligations, implied or otherwise, related to Officer’s Job performance, Hiring Party’s Compensation duties owed to Officer or any other act or omission in connection with the Hiring Contract between Hiring Party and Officer. 

 

3.2      Job Completion.  After Officer completes a Job, Officer will use the Website to enter the number of hours worked for the Job.  Officer’s entry of hours will accurately indicate the actual number of hours that Officer worked for the Job.    

 

3.3      Relationship of Parties. 

 

(a)      Officer’s Independent Control.  Officer and Hiring Party each acknowledge, understand and agree that Officer is an independent contractor and not an employee of Company.  Company does not and will not: (i) control Officer’s assignment or reassignment to any Job, rate of pay, location or hours of work; (ii) require Officer to accept any assignment to any Job; (iii) supervise Officer’s performance or manage any Job activity; (iv) provide Officer with instructions as to how to perform any work for any Job; (v) provide Officer with transportation to or from the worksite; (vi) provide Officer or Hiring Party with any training, equipment, supplies or other resources for any Job; or (vii) reimburse Officer for any expenses incurred in connection with any Job.  Officer acknowledges, understands and agrees that nothing in this Agreement will prohibit or restrict him/her from providing police-related or security services to any person or entity outside of this Agreement or otherwise independent of Hiring Party and Company.

 

(b)      Officer’s Individual Capacity.  Officer and Hiring Party each acknowledge, understand and agree that: (i) Officer will be acting entirely in his/her individual capacity in connection with all Jobs and work activities; (ii) Officer will not be authorized to act in behalf of Company in connection with any Job or work activity; (iii) Officer will be solely responsible for all Job-related duties, and Company will have no such duties; and (iv) Officer will be solely responsible for all of his/her conduct and any alleged wrongdoing in connection with all Jobs and work activities. 

 

(c)      Independent Contractors.  In the performance of this Agreement, Company, Hiring Party and Officer will, at all times, each act as and be deemed to be independent contractors.  Neither Hiring Party, Officer, nor any of their employees or agents will be considered an employee, joint venturer, agent or partner of Company.  Neither party is authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of the other. 

 

ARTICLE 4: PAYMENT

 

          4.1      Compensation and Fee.  The Compensation payable by Hiring Party to Officer will be determined based on the number of hours worked as entered by Officer under Section 3.2.  Likewise, the Fee payable by Hiring Party to Company will be determined based on such entered number of hours.  Officer will owe no Fees to Company.  For example, if Officer works 10 hours, at a rate of $50.00 per hour, Hiring Party would owe Company a Fee in the amount of $75.00 (15% of $50.00 hourly rate ($7.50) for 10 hours worked)   

 

4.2      Invoices; Payment Method; No Refunds.  For each entry of hours submitted for a completed Job under Section 3.2, Company will send an electronic invoice to Hiring Party.  Such invoice will include such entry of hours.  Company may send such invoice to Hiring Party’s email address associated with Hiring Party’s Account profile or to an Account inbox of Hiring Party.  Within two (2) business days after Company sends such invoice to Hiring Party’s email address or Account inbox, Hiring Party will have the right to provide Company with a written dispute notice.  Hiring Party’s payments of Compensation and Fees will not be refundable, so Hiring Party will monitor its emails and Account inbox on a daily basis and promptly determine whether to submit any written dispute notices within such period.  If Hiring Party does not provide such written dispute notice to Company within such period: (a) Hiring Party will be deemed to have irrevocably approved such invoice, including the entry of hours; (b) Hiring Party will electronically pay the Compensation to Officer and the Fee to Company within such period; (c) Company and its ecommerce affiliate shall have the right to use Hiring Party’s Payment Information to cause such payment of the Compensation to Officer and such payment of the Fee to Company; and (d)  Hiring Party shall have no right to receive any refund of any portion of such payments.  If Hiring Party and Officer have any payment or other disputes arising out of the Hiring Contract, Hiring Party and Officer will resolve such disputes in accordance with Section 9.8 of this Agreement. 

 

4.3      No Cash Payments or Circumventing Transactions.  Hiring Party will not make any cash payments to Officer in connection with this Agreement.  Hiring Party will not pay or compensate Officer in any method other than in accordance with this Agreement or in any fashion that circumvents Hiring Party’s payment duties under this Agreement.  Without limiting the foregoing, Hiring Party will not compensate Officer in connection with any Job so as to avoid or delay paying the associated Fee to Company. 

 

4.4      Taxes, Insurance, Benefits, Withholdings.  Company will have no responsibility for any income tax due on income received from Officer under this Agreement.  Because the parties’ relationship is that of independent contractors, Company will have no obligation to provide any insurance or benefits to Officer, and Company will have no obligation to withhold any amounts from any payments due to Officer under this Agreement for tax-related purposes. 

 

ARTICLE 5: REPRESENTATIONS AND WARRANTIES

 

5.1      Hiring Party’s Representations and Warranties.  Hiring Party hereby represents and warrants that: (a) Hiring Party is an individual or entity with full power and authority to enter into and perform this Agreement, and the execution and performance of this Agreement does not conflict with or violate any agreement to which Hiring Party is a party, any court order to which Hiring Party is subject or any of Hiring Party’s organizational documents; (b) Hiring Party will carry out its activities under this Agreement and under the Hiring Contract in compliance with applicable law; (c) the information provided by Hiring Party to Company in connection with creating an Account and providing Job Submissions, will be true and accurate; (d) for each Job, Hiring Party will maintain a reserve of funds to pay the Compensation and Fee associated with such Job; and (e) Hiring Party has obtained any and all permits, licenses and other consents required by municipal, state and federal law for hosting, managing or otherwise operating the event and facility associated with each Job. 

 

          5.2      Officer’s Representations and Warranties.  Officer hereby represents and warrants that: (a) Officer has full power and authority to enter into and perform this Agreement, and the execution and performance of this Agreement does not conflict with or violate any agreement to which Officer is a party or any court order to which Officer is subject; (b) Officer will carry out his/her activities under this Agreement and under the Hiring Contract in compliance with applicable law; (c) the information provided by Officer to Company in connection with creating an Account, submitting Job applications and entering the hours worked, will be true and accurate; (d) Officer has obtained written permission from his/her employer to accept and perform the Jobs without violating any employment policy or agreement with the police agency which employs Officer; and (e) between the Effective Date and the completion of all Jobs for which Officer has applied, Officer will maintain a good standing employment status with the police agency which employs Officer, and Officer will avoid probation and disciplinary action by such police agency. 

 

          5.3      WAIVER OF WARRANTIES.  COMPANY DOES NOT GUARANTEE OR WARRANT THAT: (A) ITS SERVICES UNDER THIS AGREEMENT WILL BE PERFORMED ERROR-FREE; (B) ITS SCREENING OF OFFICER WILL IDENTIFY ANY WARNING SIGNS, RISKS, CRIMINAL HISTORY, LEGAL VIOLATIONS OR EMPLOYMENT ISSUES PERTAINING TO OFFICER; OR (C) ITS SCREENING OF HIRING PARTY WILL IDENTIFY ANY WARNING SIGNS, RISKS OR LEGAL VIOLATIONS PERTAINING TO HIRING PARTY.  COMPANY’S SERVICES ARE BEING RENDERED TO HIRING PARTY AND OFFICER ON AN “AS AVAILABLE” AND “AS IS” BASIS.  TO THE EXTENT PERMITTED BY LAW, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, OR WARRANTIES FOR MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. 

 

ARTICLE 6: LIMITATION OF LIABILITY

 

          6.1      NO SPECIAL DAMAGES.  NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN; PROVIDED, HOWEVER, THAT THIS SECTION WILL NOT APPLY TO ANY LIABILITY INCURRED BY COMPANY ARISING FROM THIRD PARTY CLAIMS IN CONNECTION WITH AN ACT OR OMISSION OF HIRING PARTY OR OFFICER. 

 

          6.2      LIMITATION OF DAMAGES.  IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY TO HIRING PARTY AND OFFICER FOR ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES SUFFERED BY HIRING PARTY AND OFFICER ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED AMOUNTS DUE AND PAYABLE TO COMPANY PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

 

ARTICLE 7: INDEMNIFICATION

 

          Hiring Party and Officer (collectively, “Indemnifying Party”) will jointly and severally defend, indemnify and hold harmless, Company, its affiliates and agents from any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees) which Company might suffer or incur by reason of any claims, demands, actions, or suits arising from: (a) Indemnifying Party’s failure to comply with this Agreement; (b) Indemnifying Party’s breach of a representation or warranty contained in this Agreement; (c) Indemnifying Party’s negligent act or willful misconduct in performing activities related to this Agreement; (d) the Hiring Contract between Hiring Party and Officer; (e) any accident, injury, death, act, omission or other event occurring in the course of any Job or related to any Job; or (f) any actual or alleged wrongdoing by Officer, including, without limitation, Officer’s actual or alleged commission of a crime caused by his/her act or omission. 

 

ARTICLE 8: TERM AND TERMINATION

 

          8.1      Term.  This Agreement will begin on the Effective Date and continue so long as any Account exists for Hiring Party or Officer unless this Agreement is terminated earlier in accordance with this Article 8. 

 

8.2      Termination by Company Without Cause.  Company may decline and terminate any Job Submission or Job application at any time for any reason.  At any time when all Jobs have been completed or no Jobs have started, Company may terminate this Agreement for any reason.

 

8.3      Termination by Hiring Party Without Cause.  At any time when all Jobs have been completed or no Jobs have started, Hiring Party may terminate this Agreement by providing written notice to Company.  For any Job Submission for which a Job application has not yet been approved, Hiring Party may terminate such Job Submission by providing written notice to Company. 

 

8.4      Termination by Officer Without Cause.  At any time when all Jobs have been completed or no Jobs have started, Officer may terminate this Agreement by providing written notice to Company.  For any Job application which has not yet been approved, Officer may terminate such application by providing written notice to Company. 

 

8.5      Termination For Cause.  If either party is in default of, or fails to comply with, any obligation or condition of this Agreement, the non-defaulting party may terminate this Agreement by giving written notice to the defaulting party, specifying in reasonable detail the basis for termination.  If the party who received such notice remedies the condition forming the basis for termination within five (5) business days after receiving such notice, this Agreement will continue in full force and effect.  If the party who received such notice fails to remedy such condition within such period, this Agreement will be terminated. 

 

          8.6      Effect of Termination.  Upon termination of this Agreement, neither party will have any obligation to the other party, except as otherwise specified in this Agreement.  After the termination of this Agreement, Hiring Party will make all payments due under Article 4 for all Jobs completed before such termination.  For Compensation received by Company after such termination, Company will transfer such Compensation to Officer. 

 

          8.7      Survival.  The rights and obligations under Section 4.3, Articles 5, 6 and 7, Section 8.6, and Article 9 of this Agreement will survive the termination of this Agreement. 

 

ARTICLE 9: MISCELLANEOUS

 

9.1      Trademarks.  Neither Hiring Party nor Officer will use any of Company’s trademarks or service marks, including, without limitation, the mark, Off Duty Blue℠, the associated logo or any variation of the foregoing. 

 

          9.2      Assignment.  Neither Hiring Party nor Officer will assign any rights or delegate any obligations under this Agreement without the prior written consent of Company.  Any assignment in violation of this Agreement will be void.  Without the consent of the Hiring Party and Officer, Company may assign all or any part of its rights under this Agreement to any subsidiary, affiliate, successor in interest or third party through merger, acquisition, contractual assignment or otherwise.  This Agreement will be binding upon the heirs, successors, legal representatives and permitted successors and assigns of the parties.

 

          9.3      Notices.  All notices under this Agreement will be in writing and may be given by personal delivery, nationally recognized courier service, mail, e-mail or facsimile.  Notices will be deemed to have been received upon the earlier of the following: (a) actual receipt; (b) delivery, if delivered personally or by a national recognized courier service; (c) one day after being deposited with a nationally recognized courier service for delivery within 24 hours; or (d) delivery of an electronic message to the inbox of the Account of the receiving party; provided, however, that notices sent to Company via email after business hours will not be deemed delivered until the following business day.  Notices may be delivered to the e-mail and street addresses of Hiring Party and Officer stored in their Accounts.  Notices may be delivered to the following address of Company:

 

          Off Duty Blue Incorporated

          235 Harrison Street, Mail Drop #6

          Syracuse, New York 13202

          E-mail: admin@offdutyblue.com

 

9.4      Severability.  If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, or becomes invalid or unenforceable by operation of law, the remainder of this Agreement will continue in full force and effect.

 

9.5      Reservation of Rights.  Neither party's delay or failure in enforcing any right or remedy afforded under this Agreement or by law will prejudice or operate to waive that right or remedy or any other available right or remedy.

 

          9.6      Entire Agreement.  This Agreement will constitute the entire agreement between the parties and supersede any previous agreements or understandings whether oral or written. For avoidance of doubt, this Agreement expressly excludes the Hiring Contract between Hiring Party and Officer. 

 

          9.7      Amendments and Waiver.  Changes or modifications to this Agreement, and the waiver of any provision of this Agreement, may be made only in writing and signed by the parties. 

 

          9.8      Hiring Contract.  The parties acknowledge that the Hiring Contract is an agreement that is separate and apart from this Agreement.  Also, the parties acknowledge the possibility that a dispute or claim might arise out of the Hiring Contract, including, without limitation, a dispute regarding Job performance or a dispute regarding Compensation.  Hiring Party and Officer will resolve or legally address any such dispute or claim without involving or asserting any claim or legal action against Company; provided, however, that Hiring Party and Officer will each provide Company with prompt written notice of any such dispute.  Company will have no obligation to mediate, manage or resolve any disputes between Hiring Party and Officer related to the Hiring Contract, Job performance or Compensation. 

 

          9.9.     Dispute Resolution and Arbitration. 

 

          (a)      Dispute.  For the purposes of this Section 9.9, the term “Dispute” will mean any dispute, controversy, or claim arising out of or relating to: (i) this Agreement, its interpretation, or the breach, termination, applicability or validity of this Agreement; (ii) any other dispute arising out of or relating to the relationship between Company and Hiring Party, between Company and Officer, or between Hiring Party and Officer.  For purposes of this Section 9.9, the term “Company Group” will mean Off Duty Blue Incorporated, its parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, beneficiaries, assignees, successors in interest, and any third party which provides products or services purchased from or distributed by Company.  For purposes of this Section 9.9, the term “User Group” will mean Hiring Party, Officer those in privity with Hiring Party or Officer, such as family members and beneficiaries. 

 

          (b)      No Lawsuit in Court.  No member of Company Group or User Group will submit any Dispute (defined below) to any court of law.  Company Group and User Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to any Dispute.  User Group understands that, in the absence of this Section 9.9, User Group would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of User Group’s jurisdiction, to litigate claims on a class-wide or class-action basis, and that User Group has expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the provisions of this Section 9.9.  This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

 

          (c)      American Arbitration Association.  Company Group and User Group may each provide the other party with written notice of its intention to initiate arbitration with respect to any Dispute.  If Company Group and User Group do not amicably resolve or settle the Dispute in writing within thirty (30) days after such notice, the notifying party will have the right to submit such Dispute to the American Arbitration Association (“AAA”) for binding resolution.  Any such Dispute will be resolved exclusively and finally by the AAA.  The AAA’s Commercial Rules will govern the arbitration proceeding.  Company Group and User Group will agree upon another arbitration forum if AAA ceases all of its operations.  The arbitration will be conducted before a single arbitrator and will be limited solely to the Dispute between Company Group and User Group.  The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. 

 

          (d)      Selection of Arbitrator.  Company Group and User Group will confer after service of written notice of arbitration to select a single agreed-upon arbitrator to adjudicate the Dispute.  If Company Group and User Group are unable to agree upon an arbitrator within thirty (30) days after the date of such notice, the AAA will assign an arbitrator.  Any decision or award rendered in such arbitration proceeding will be final and binding on Company Group and User Group, and judgment may be entered thereon only in the State or Federal courts in Onondaga County, New York.  The prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and arbitration expenses incurred since the date the Dispute was submitted to the AAA. 

 

          (e)      Substantive Law; Limitations on Award; Place; Language.  In the arbitration, the arbitrator will apply the laws of the State of New York, excluding its conflict of law principles.  The arbitrator will not have the right to award treble damages or punitive damages.  The location of the arbitration will be in Syracuse, New York, and the arbitration will be conducted in the English language. 

 

          (f)       AAA Contact Information.  Information may be obtained from the AAA online at www.adr.org, by calling 1-800-778-7879 or by writing to 1633 Broadway, 10th Floor, New York, New York 10019. 

 

Last Revised: March 8, 2016