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, consider including the bracketed sentence providing users an opt out period, and 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.
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”), and governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and the internal laws of the State of New York, including NYS CPLR Article 75. 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 expressly 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. You consent to receive service of process commencing an arbitration via the DecisionLayer website (if you have an account), by email, by registered mail pursuant to New York CPLR § 7503(c), or in accordance with applicable laws and waive any objection to service by these means. [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.] Any arbitration shall be conducted entirely virtually via the DecisionLayer platform. DecisionLayer has the authority to determine if a dispute is arbitrable. Each litigant’s relationship with DecisionLayer is governed by the DecisionLayer Terms of Service available at https://www.decisionlayer.ai/terms. 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.