Arbitration Agreement

MRI Software LLC and its subsidiaries, affiliates, and related companies, including but not limited to CheckpointID, Inc. (collectively, “the Company”), operate in interstate commerce, and this arbitration agreement (“Agreement”) is a contract evidencing a transaction involving commerce that is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1 et seq.  This Agreement contains the rules and procedures that you and the Company must follow to resolve any disputes between you and the Company.

1. What Is Arbitration?

Arbitration is a way to get speedy and relatively inexpensive resolution of disputes by submitting them to an arbitrator instead of the ordinary process of filing a lawsuit in a court of law. Arbitration uses a neutral, trained arbitrator to resolve the dispute instead of a judge and jury.  By agreeing to resolve disputes exclusively through binding arbitration, you and the Company agree that you are both waiving any right to a trial in a court with a judge or jury. Arbitration is binding — that is, the arbitrator's decision is final. 

You and the Company agree that arbitration of disputes is a valuable benefit, the existence of which is a significant inducement for you to accept this Agreement and to use the Company’s products and services. 

2. What Is Covered?

This Agreement applies to all past, present, and future legal disputes and legal claims between you and the Company that are now in existence or that may arise in the future, including, but not limited to legal disputes or legal claims arising out of or relating in any way to any Company policy; your relationship with the Company; your use of any of the Company’s products or services; the Company’s conduct; and any federal, state, or local statute, law, rule, regulation or ordinance applicable to the relationship between you and the Company as to which a court would be authorized by law to grant relief if the claim were successful (“Dispute” or “Disputes”). This Agreement also covers any Dispute between you and any officer, director, board member, agent, employee, or affiliate of the Company, if the Company could be liable, directly or indirectly, for such Dispute. Notwithstanding the foregoing, any legal claim which falls within the jurisdiction of a small claims court and which is asserted in a small claims court exclusively on an individual basis (i.e., which is not asserted on a class, collective, representative, or aggregate basis) is not a Dispute and may be asserted in a small claims court of competent jurisdiction on an individual basis.

If you have more than one Dispute with the Company, you and the Company agree to assert all such Disputes in a single arbitration so they may be resolved at the same time.

This Agreement does not prevent either you or the Company from seeking emergency or temporary injunctive relief, such as a preliminary injunction or a temporary restraining order, which is sought strictly in aid of or to preserve an arbitrator's jurisdiction and ability to conduct a meaningful arbitration of your Disputes under the Agreement. 

The Agreement does not prevent you from filing a claim or charge with an administrative agency. Additionally, you will not be retaliated against for challenging the validity of the Agreement.

Nothing contained in this Agreement shall be construed to prevent or excuse you from first using the Company’s existing internal procedures for resolution of complaints before seeking arbitration, and this Agreement is not intended to be a substitute for the utilization of such procedures.

For claims under the jurisdiction of federal, state, or local government agencies, you and the Company may initiate the arbitration process only after exhausting all required administrative remedies for claims that require such remedies.

3. Claims May Be Brought in an Individual Capacity Only

You and the Company agree that you and the Company will not: (1) file, join, opt-into, consent to, intervene in, or otherwise become a party in any lawsuit or court case that relates in any way to a Dispute, or (2) file, join, opt-into, consent to, intervene in, or otherwise become a party in any lawsuit, court case, or arbitration that is brought on a class, collective, representative, or aggregate basis that in any way relates to a Dispute.  The parties do not agree to arbitrate any Dispute on a class, collective, representative, or aggregate basis. 

YOU AND THE COMPANY MAY BRING LEGAL CLAIMS AGAINST EACH OTHER ONLY IN YOUR INDIVIDUAL CAPACITY (NON-CLASS, NON-COLLECTIVE, NON-REPRESENTATIVE, AND NON-AGGREGATE BASIS). THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR AGGREGATE BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS ON MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE AUTHORIZE OR PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, REPRESENTATIVE OR AGGREGATE PROCEEDING. 

Claims of two or more persons or entities may not be joined or consolidated in the same arbitration because the arbitrator may only hear your or the Company’s individual claims and does not have the authority to hear claims on a class, collective, representative, or aggregate basis, or to award relief to anyone other than you and/or the Company in a single arbitration. 

Notwithstanding any other clause contained in this Agreement, this Section III shall not be severable from the Agreement in any case in which the Dispute is brought as a class, collective, representative, or aggregate action.  Notwithstanding any other clause contained in this Agreement, any challenge to the validity of Section III may be determined only by a court of competent jurisdiction and not by an arbitrator.   

IV.       How Does Arbitration Work? 

Arbitrations will be administered by the American Arbitration Association (“AAA”) and governed by the AAA’s Consumer Arbitration Rules, which are available online for your review at the AAA’s website, www.adr.org/, to the extent consistent with the terms of this Agreement.  The Consumer Arbitration Rules are subject to modifications by AAA from time to time and the parties are responsible for reviewing the rules periodically.  To the extent the Consumer Arbitration Rules are not consistent with the terms of this Agreement, the terms of this Agreement control. 

If you would like to receive a paper copy of this Agreement and the Consumer Arbitration Rules, please contact Legal@mrisoftware.com.

Procedures not addressed by this Agreement or the Consumer Arbitration Rules will be resolved by agreement of the parties.  If the parties are unable to agree, the procedural issue will be determined by the arbitrator. 

The Consumer Arbitration Rules, from time to time, may be amended or even rescinded.  However, any amendment or rescission will have no effect on any individual substantive legal Dispute which accrued or was asserted prior to the amendment or rescission.  All changes are prospective only, not retroactive. 

All statutes of limitation that would apply if the controversy were resolved in court shall be applied and enforced by the arbitrators.

The award of the arbitrators shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

V.        General

Enforcement.  Other than a challenge to the validity of Section III of this Agreement, any dispute over this Agreement – the way it was formed, its applicability, meaning, enforceability, waiver of the right or obligation to arbitrate, or any claim that all or part of this Agreement is void or voidable – is subject to arbitration under this Agreement.  You or the Company may bring a motion in court to compel arbitration under this Agreement or to dismiss any lawsuit seeking to resolve Disputes that are covered by this Agreement.  In addition, either you or the Company may bring an action in court to enforce an arbitration award.

Complete Agreement.  This Agreement is the full and complete agreement relating to the formal resolution of Disputes. 

Severability.    Except as stated above in Section III, in the event any portion of this Agreement is deemed invalid, void, or unenforceable, the remainder of this Agreement will be valid and enforceable.

No Modification. This Agreement cannot be modified except in writing agreed to by both parties.

Survival.  This Agreement survives your use of the Company’ services and your relationship with the Company.

YOU SHOULD READ THE PROVISIONS OF THIS AGREEMENT CAREFULLY, AS IT PROVIDES THAT VIRTUALLY ANY DISPUTE RELATED TO THE COMPANY MAY BE RESOLVED ONLY THROUGH BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR AGGREGATE ACTION OR SIMILAR PROCEEDING.

YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND READ OR HAVE HAD THE OPPORTUNITY TO READ THIS ARBITRATION AGREEMENT. YOU UNDERSTAND THAT THIS ARBITRATION AGREEMENT REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT.

YOU AGREE THAT YOU INTEND TO BE BOUND BY THE AGREEMENT AND SPECIFICALLY THE ARBITRATION PROVISIONS SET FORTH ABOVE.