Arbitration Simulator

ARBITRATION DECISION

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PARTIES:
The parties are LogisticsCo LLC, the Claimant, an enterprise
logistics provider, and SolidEdge, Inc., the Respondent, a cloud
infrastructure provider.

BACKGROUND & JURISDICTION:
This arbitration arises from a dispute between LogisticsCo LLC
("Claimant") and SolidEdge, Inc. ("Respondent"). The dispute
centers on a 36-hour data ingestion outage on Respondent's cloud
infrastructure, which caused significant operational and financial
harm to Claimant (C2). The parties agreed to resolve this dispute
through final and binding arbitration administered by
DecisionLayer.AI under its Foundational + Strict Contractual
Ruleset (C3). The authority to arbitrate is derived from the
"Legal Notice" (the "Terms of Use") posted on Respondent's
website, which Claimant accepted by using the service (C1). The
parties have consented to the jurisdiction of this tribunal to
decide the question of Respondent's liability for the outage (C2).

SUMMARY OF ARGUMENTS:
Claimant's Argument: LogisticsCo LLC asserts that SolidEdge, Inc.
is liable for all damages from a service outage. Claimant argues
the "User Responsibility" clause, intended to waive liability, is
invalid because it mistakenly names "FiveStar, Inc." instead of
SolidEdge, Inc. Under the doctrine of contra proferentem, this
error must be construed against SolidEdge. Furthermore, Claimant
contends the $100 liability cap is illusory and unconscionable in
a high-value B2B service agreement (C4). In its rebuttal, Claimant
argues that the scrivener's error defense is inapplicable to a
contract of adhesion, as there was no "mutual mistake" (C6).

Respondent's Argument: SolidEdge, Inc. argues that the naming of
"FiveStar, Inc." is an obvious scrivener's error and the
arbitrator should reform the contract to reflect the clear intent
to waive claims against SolidEdge. Regardless, Respondent asserts
that the separate "Limitation of Liability" clause is clear,
unambiguous, explicitly names SolidEdge, and validly caps damages
at $100, a common practice in B2B agreements (C5). In its
rebuttal, Respondent emphasizes that the contract's severability
clause ensures that even if the "User Responsibility" clause is
invalid, the "Limitation of Liability" clause remains enforceable.
Claimant's continued use of the service constitutes acceptance of
these terms, including the $100 cap (C7).

FINDINGS OF FACT:
1. Claimant, LogisticsCo LLC, utilized the cloud infrastructure
   services of Respondent, SolidEdge, Inc. (C2).
2. The relationship between the parties is governed by Respondent's
   online Terms of Use (C1).
3. Claimant experienced a continuous 36-hour data ingestion outage
   on Respondent's platform, which resulted in operational losses
   and data recovery fees (C2).
4. The "User Responsibility" section of the Terms of Use states:
   "The user waives all claims against FiveStar, Inc. and its
   affiliates... that may arise from the use of the SolidEdge web
   site." (C9).
5. The "Limitation of Liability" section of the Terms of Use
   states: "SolidEdge shall not be liable for any loss, injury,
   claim, liability, or damage of any kind resulting from your use
   of the web site or the content... To the extent the foregoing
   limitation of liability is prohibited, SolidEdge's sole
   obligation to you for damages shall be limited to $100 USD."
   (C8).
6. The Terms of Use contain a "Severability of Provisions" clause
   stating that if any provision is unlawful, void, or
   unenforceable, it "shall be deemed severable from the remaining
   provisions and shall not affect their validity and
   enforceability." (C10).

FINDINGS OF LAW:
1. The central issue is the enforceability of the exculpatory and
   liability-limiting clauses within the Terms of Use (C2).
2. Claimant argues that the "User Responsibility" clause fails to
   waive liability for SolidEdge, Inc. because it mistakenly names
   a third party, "FiveStar, Inc." (C4, C9). Claimant asserts that
   under the rule of contra proferentem, this ambiguity must be
   construed against the drafter, Respondent (C4).
3. Respondent counters that the naming of "FiveStar, Inc." is a
   clear scrivener's error and that the contract should be reformed
   to reflect the parties' intent (C5).
4. The "Limitation of Liability" clause must be analyzed
   independently of the "User Responsibility" clause. This clause
   explicitly and unambiguously names "SolidEdge" and seeks to
   limit damages to $100 USD (C8).
5. Claimant argues this $100 cap is unconscionable and illusory in
   a B2B context (C4). However, such limitations are commonly
   enforced in commercial agreements between sophisticated parties
   (C5). Claimant has not provided sufficient argument to meet the
   high threshold for unconscionability under New York law for a
   B2B transaction.
6. Respondent correctly invokes the "Severability of Provisions"
   clause (C7, C10). This clause mandates that even if one
   provision (such as the "User Responsibility" clause) is found to
   be unenforceable or void, the other provisions of the agreement
   remain valid.
7. Therefore, even if the waiver in the "User Responsibility"
   section is ineffective as to SolidEdge, the separate and
   explicit "Limitation of Liability" clause remains in full force
   and effect. It is not rendered invalid by the error in the
   "User Responsibility" section.
8. The "Limitation of Liability" clause is clear, names the correct
   party (SolidEdge), and contractually limits Claimant's potential
   recovery for damages to $100 USD (C8). This provision is
   controlling.

AWARD:
Respondent, SolidEdge, Inc., is ordered to pay Claimant,
LogisticsCo LLC, the sum of $100.00 USD. Each party shall bear its
own costs and fees.

CITATIONS:
[C1] The Governing Contract, Legal Notice; [C2] Question for
Arbitration; [C3] Arbitration Rules; [C4] Plaintiff Argument;
[C5] Respondent Argument; [C6] Plaintiff Rebuttal; [C7] Respondent
Rebuttal; [C8] The Governing Contract, Limitation of Liability;
[C9] The Governing Contract, User Responsibility; [C10] The
Governing Contract, Severability of Provisions

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