Terms of Service & Clickwrap Contracts
Important notes for terms of service / clickwrap agreements: If this clause is being inserted into a ‘clickwrap’ agreement, such as a terms of service, the clause below gives users a thirty (30) day period to opt out of arbitration; enter your preferred contact address where opt-out notices should be sent. If your agreement includes a provision that it may be updated with or without notice, the arbitration clause may not be enforceable. If you have any questions, you should consult an attorney.
Notice Clause
If you are adding the DecisionLayer Arbitration Clause to a clickwrap agreement, this should go at or near the top:
THIS AGREEMENT REQUIRES YOU TO ARBITRATE ANY DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT IN AN INDIVIDUAL ARBITRATION AND NOT A CLASS ARBITRATION. YOU ACKNOWLEDGE AND UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT, YOU WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT. ADDITIONALLY, YOU ACKNOWLEDGE AND UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT, YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY TYPE OF CLASS ACTION OR CLASS PROCEEDING RELATING TO THE AGREEMENT, INCLUDING A CLASS ARBITRATION, TO THE FULLEST EXTENT PERMITTED BY LAW.
Arbitration Clause
The arbitration clause can be placed in the body of the document:
Any controversy or claim arising out of or relating to this agreement, including the interpretation, formation, breach, termination, validity, arbitrability or enforceability thereof, shall be settled by binding arbitration administered by Decision Science Research Corporation (“DecisionLayer”) in accordance with its rules then in effect at https://www.decisionlayer.ai/rules (the “Rules”). The substantive rights and obligations of the parties shall be governed by the internal laws of the State of New York. The Federal Arbitration Act, 9 U.S.C. §§ 1–16 (“FAA”), shall govern this arbitration provision, its interpretation and enforcement, all questions of arbitrability, and the arbitration proceedings. The FAA shall control over any conflicting provision of law. Judgment on any arbitration award may be entered in any State or Federal Court located in New York State or any other court of competent jurisdiction. Subject to the Rules, DecisionLayer arbitrations will be conducted by an arbitrator utilizing DecisionLayer artificial intelligence systems or, upon mutual agreement of the parties, by DecisionLayer’s artificial intelligence system itself. The parties agree that the arbitrator selection mechanisms set forth in the Rules constitute a substantial and valuable contract right, and the designated administration by DecisionLayer is an essential term of this agreement. THE PARTIES HERETO WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. EACH PARTY CONSENTS TO RECEIVE SERVICE OF PROCESS COMMENCING AN ARBITRATION VIA THE DECISIONLAYER WEBSITE (IF IT HAS AN ACCOUNT), BY EMAIL, BY REGISTERED OR CERTIFIED MAIL, OR IN ACCORDANCE WITH APPLICABLE LAWS. EACH PARTY HERETO WAIVES ANY OBJECTION TO SERVICE BY THESE MEANS. Any arbitration shall be conducted virtually via the DecisionLayer platform. Each litigant’s relationship with DecisionLayer is governed by the DecisionLayer Terms of Service available at https://www.decisionlayer.ai/terms. If DecisionLayer is disqualified, unavailable, or otherwise unable to administer or hear any dispute for any reason, the parties shall apply to a court of competent jurisdiction for appointment of an arbitrator pursuant to Section 5 of the Federal Arbitration Act, 9 U.S.C. § 5, and the agreement to arbitrate shall remain fully enforceable. The invalidity of any portion of this arbitration provision shall not affect the validity of any other portion, and any invalid provision shall be modified to the least extent necessary to render it valid. YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING WRITTEN NOTICE TO [INSERT EMAIL OR ADDRESS] WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THIS PROVISION. THE NOTICE MUST IDENTIFY THE PARTY OPTING OUT AND CLEARLY STATE THAT THE PARTY ELECTS TO OPT OUT OF THIS ARBITRATION PROVISION. AN OPT-OUT APPLIES ONLY TO THIS ARBITRATION PROVISION AND DOES NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT OR ANY SEPARATE ARBITRATION AGREEMENT BETWEEN THE PARTIES.