DecisionLayer Arbitration Clause

In order to have DecisionLayer arbitrate disputes, please add the below language to your contract. For more information, please refer to our FAQ and our explanatory one-pager at https://www.decisionlayer.ai/howtoaddtocontract.pdf

For Terms of Service Documents

If you are adding the DecisionLayer Arbitration Clause to a clickwrap or browsewrap 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 the 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 the agreement, you waive any right to participate in any type of class action or class proceeding relating to the agreement, including a class arbitration.

Arbitration Clause

Add this clause to the body of your agreement, ideally toward the end. Feel free to replace the 'π' with the numbering of your choice. IMPORTANT NOTE: Please enter your preferred contact address in Section 9 - this is the email or address where opt-out notices should be sent. Also, 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.

π. DecisionLayer Arbitration. This Section, which details arbitration by DecisionLayer, is referred to as "Section π" or the "DecisionLayer Arbitration Clause."

1. Arbitration of Disputes. (a) Any controversy or claim arising out of, relating to, or in connection with this agreement (this "Contract"), including the interpretation, applicability, formation, breach, termination, validity, or enforceability thereof, as well as any questions regarding the arbitrability of any such claim or dispute, shall be settled by binding arbitration administered by Decision Science Research Corporation ("DecisionLayer"), in accordance with its rules, available at https://www.decisionlayer.ai/rules (the "Rules"). The parties expressly intend for the arbitrator to have authority to determine all threshold or gateway issues of arbitrability. Judgment on any award rendered by the arbitrator(s) may be entered in any State or Federal Courts located in New York County in New York or any other court of competent jurisdiction (the "Choice of Forum"). Accordingly, this Contract shall be governed by and construed in accordance with the Rules, the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the "FAA"), applicable federal law, and the internal laws of the State of New York, including NY CPLR Article 75 (Arbitration), without reference to its conflicts of law rules (the "Choice of Law").

(b) By agreeing to arbitration by DecisionLayer, you acknowledge that DecisionLayer arbitral decisions may be rendered by an artificial intelligence or large language model (an "AI") acting under human supervision, a human arbitrator designated by DecisionLayer, or a combination of both (the foregoing as "AI Arbitration"), as selected by the parties in an applicable dispute, pursuant to the Rules. Without limiting the foregoing, all information reviewed by any AI during any AI Arbitration is reviewed by a human case manager, and any award issued in any AI Arbitration is reviewed by a human case manager. Any award issued by DecisionLayer, whether pursuant to AI Arbitration or arbitration by a human arbitrator, shall be accompanied by a written opinion setting forth the reason for the award, including, as applicable, findings of fact and conclusions of law. DecisionLayer arbitrations are governed by the Rules, which are provided to each litigant at the outset of arbitration and are available at https://www.decisionlayer.ai/rules. Pursuant to the Rules and this DecisionLayer Arbitration Clause, DecisionLayer has the authority to determine if a dispute is arbitrable ("Arbitration Authority").

(c) Your relationship, and each litigant's relationship, with DecisionLayer is governed by the DecisionLayer Terms of Service available at https://www.decisionlayer.ai/terms (the "DecisionLayer Terms").

2. Consent and Waiver. YOU ACKNOWLEDGE, AGREE AND IRREVOCABLY WAIVE ANY OBJECTION TO:

(a) AI ARBITRATION;

(b) DECISIONLAYER'S ARBITRATION AUTHORITY;

(c) THE RULES; AND

(d) THE DECISIONLAYER TERMS.

3. Waiver of Objection to Choice of Law and Forum. YOU IRREVOCABLY WAIVE ANY AND ALL OBJECTION TO THE CHOICE OF LAW AND CHOICE OF FORUM, INCLUDING ANY OBJECTION OF FORUM NON CONVENIENS. YOU FURTHER IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS IDENTIFIED IN THE CHOICE OF FORUM PROVISION FOR PURPOSES OF ENTERING JUDGMENT ON, OR SEEKING CONFIRMATION, MODIFICATION, CORRECTION, OR VACATUR OF, A DECISIONLAYER ARBITRATION AWARD.

4. Jury Trial Waiver. YOU UNDERSTAND THAT BY AGREEING TO RESOLVE DISPUTES THROUGH ARBITRATION YOU ARE WAIVING ANY RIGHT TO A JURY TRIAL.

5. Class Action Waiver. YOU HEREBY KNOWINGLY AGREE THAT ANY CLAIM(S) BROUGHT BY YOU ARISING FROM OR RELATED TO THIS CONTRACT MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, UNLESS OTHERWISE PROVIDED BY LAW. YOU HEREBY ACKNOWLEDGE THAT YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION IN CONNECTION WITH ANY CLAIM ARISING FROM OR RELATED TO THIS CONTRACT, THE SERVICES, PRODUCTS AND/OR TRANSACTIONS CONTEMPLATED HEREBY, OR YOUR RELATIONSHIP(S) WITH THE COUNTERPARTY(IES) HERETO.

6. Binding Arbitration and Limited Appeal. YOU ACKNOWLEDGE THAT DECISIONLAYER ARBITRATION IS BINDING AND THAT THE GROUNDS FOR OVERTURNING OR APPEALING AN ARBITRATION ARE LIMITED. ANY MOTION TO CONFIRM, VACATE, OR MODIFY AN AWARD SHALL BE BROUGHT EXCLUSIVELY UNDER THE FAA AND/OR THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING NY CPLR ARTICLE 75 (ARBITRATION), WITHOUT REFERENCE TO ITS CONFLICT OF LAW RULES. THE PARTIES WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO APPEAL OR SEEK REVIEW OF AN AWARD EXCEPT AS EXPRESSLY PERMITTED UNDER THE FAA.

7. Costs and Fees. EACH PARTY SHALL PAY ITS OR THEIR OWN EXPENSES OF ARBITRATION AND THE EXPENSES OF THE ARBITRATOR (INCLUDING COMPENSATION), UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED BY LAW, THE RULES OR AN ARBITRATION AWARD.

8. Consent to Service of Process and Notice. YOU CONSENT TO RECEIVE SERVICE OF PROCESS OF COMMENCEMENT OF AN ARBITRATION AGAINST YOU BY ANY OF THE FOLLOWING: THROUGH DECISIONLAYER'S WEBSITE (IF YOU HAVE AN ACCOUNT AS OF THE RELEVANT SERVICE DATE); BY EMAIL (WHERE SUCH EMAIL MAY BE TRANSMITTED TO YOU BY DECISIONLAYER) TO ANY EMAIL ADDRESS YOU PROVIDE TO THE COUNTERPARTY HERETO IN CONNECTION WITH THIS CONTRACT; VIA ANY OTHER CONTACT INFORMATION THAT YOU HAVE FURNISHED TO THE COUNTERPARTY(IES) HERETO IN CONNECTION WITH THIS CONTRACT; OR IN ACCORDANCE WITH ANY APPLICABLE LAWS OR RULES RELATING TO THE SERVICE OF CIVIL PROCESS IN THE JURISDICTION IN WHICH YOU WORK, RESIDE, OR MAY BE FOUND, AS APPLICABLE. SERVICE BY ANY ONE OF THE FOREGOING MEANS SHALL BE EFFECTIVE. YOU WAIVE ANY AND ALL OBJECTION TO SERVICE OF PROCESS IN ANY MANNER DESCRIBED HEREIN.

9. Opt-Out. You may opt out of the arbitration and class action waiver provisions of this DecisionLayer Arbitration Clause by sending written notice of your opt out request to [Insert Email or Address] within thirty (30) days of the date you first agree to this DecisionLayer Arbitration Clause (whether such by clicking "I Agree," executing this Contract by ink signature, digital signature or otherwise) or the date you are notified of a material change to this DecisionLayer Arbitration Clause or the dispute provisions of this Contract. Without limiting the foregoing, revisions to this Contract that do not modify this DecisionLayer Arbitration Clause shall not provide an additional opt-out opportunity. To be effective, your notice must include your full legal name, the email address associated with this Contract, and a clear statement that you wish to opt out of the DecisionLayer Arbitration Clause.

10. Severability. The invalidity or unenforceability of any provision of this DecisionLayer Arbitration Clause shall not affect the validity or enforceability of any other provision hereof. To the greatest extent possible, any invalid provision of this DecisionLayer Arbitration Clause shall be automatically deemed modified to the least extent necessary to render it a valid provision which most closely approximates the intent and effect of the invalid provision and, together with all other provisions of this DecisionLayer Arbitration Clause and the Contract, shall continue in full force and effect.

11. Material Inducement. YOU ACKNOWLEDGE THAT THE AGREEMENT TO ARBITRATE DISPUTES BEFORE DECISIONLAYER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS CONTRACT.