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:

The 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 8 - this is the email address that will be served with DecisionLayer notices sent to you. 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. The following 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 or relating to this contract (this "Arbitration Agreement", or the breach thereof, shall be settled by arbitration administered by Decision Science Research Corporation ("DecisionLayer"), in accordance with its Foundational Rules and judgment on the 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 having jurisdiction thereof (the "Choice of Forum"). Accordingly, this Agreement shall be governed by and construed by DecisionLayer in accordance with 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 alone, a human being designated by DecisionLayer, or a combination of both (the foregoing as "AI Arbitration"). Any award pursuant to AI Arbitration shall be accompanied by a written opinion setting forth the reason for the award, including findings of fact and conclusions of law. DecisionLayer arbitrations are governed by the DecisionLayer rules (the "Rules"), which are provided to each litigant at the outset of Arbitration and are available at https://decisionlayer.ai/rules. The Rules grant DecisionLayer the authority to determine if a dispute is arbitrable ("Arbitration Authority").

(c) Each litigants' relationship with DecisionLayer is governed by the DecisionLayer Terms of Service available at https://www.decisionlayer.ai/terms (the "DecisionLayer Terms"). If there is a conflict between this Agreement and the Rules or the DecisionLayer Terms, this Arbitration Agreement shall control to the extent permitted by law.

2. Consent and Waiver. YOU ACKNOWLEDGE, AGREE AND IRREVOCABLE 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 CONSENT TO THE EXCLUSIVE 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 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 ARBITRATION AGREEMENT, 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. 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 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 BY DECISIONLAYER); OR VIA ANY OTHER CONTACT INFORMATION THAT YOU HAVE FURNISHED TO THE COUNTERPARTY(IES) HERETO IN CONNECTION WITH THIS ARBITRATION AGREEMENT. YOU WAIVE ANY AND ALL OBJECTION TO SERVICE OF PROCESS IN ANY MANNER DESCRIBED HEREIN. Our contact email for service of process of commencement of DecisionLayer arbitration disputes is: [noticeemail@yourorganization.com].

9. 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 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, shall continue in full force and effect.

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