PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND LEGALRFQ HAVE AGAINST EACH OTHER ARE RESOLVED.
You and LegalRFQ agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the LegalRFQ Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
1. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Ohio, without regard to principles of conflict of laws, will govern the Agreement and any claim or dispute that has arisen or may arise between you and LegalRFQ, except as otherwise stated in the Agreement.
2. Agreement to Arbitrate
You and LegalRFQ each agree that any and all disputes or claims that have arisen or may arise between you and LegalRFQ relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to LegalRFQ’s Services, or any products or services sold, offered, or purchased through LegalRFQ’s Services shall be resolved exclusively through final and binding arbitration, rather than in court.
YOU AND LEGALRFQ AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND LEGALRFQ AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and LegalRFQ’s right to appeal the court's decision. All other claims will be arbitrated.
a. Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability or the scope or enforceability of this Agreement to Arbitrate, shall be for a court of competent jurisdiction to decide.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). You may download a form Notice here. The Notice to LegalRFQ should be sent to LegalRFQ LLC., 1251 Irene Road, Cleveland, OH 44124 Attn: David M. Gross
LegalRFQ will send any Notice to you to the physical address we have on file associated with your LegalRFQ account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and LegalRFQ are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or LegalRFQ may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to LegalRFQ at the following address: LegalRFQ, 1251 Irene Road, Cleveland, Ohio 44124 c/o David M. Gross
In the event LegalRFQ initiates arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your LegalRFQ account. Any settlement offer made by you or LegalRFQ shall not be disclosed to the arbitrator.
The arbitration hearing shall be held in Cuyahoga county. If the value of the relief sought is $10,000 or less, you or LegalRFQ may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and LegalRFQ subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or LegalRFQ may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same LegalRFQ user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
b. Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If (a) you willfully fail to comply with the Notice of Dispute requirement discussed above or (b) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse LegalRFQ for all fees associated with the arbitration paid by LegalRFQ on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
d. Severability
If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
e. Future Amendments to the Agreement to Arbitrate
Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against LegalRFQ prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and LegalRFQ. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.LegalRFQ.com at least thirty (30) days before the effective date of the amendments and by providing notice through the LegalRFQ Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the thirty (30) day period and you will not be bound by the amended terms.
f. Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and LegalRFQ must be resolved exclusively by a state or federal court located in Cuyahoga County, Ohio. You and LegalRFQ agree to submit to the personal jurisdiction of the courts located within Cuyahoga County, Ohio for the purpose of litigating all such claims or disputes.
(1) Amendments; No Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by LegalRFQ and Participant, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement.
(2) Successors and Assigns.The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and any reference to a party shall also be a reference to the successors and permitted assigns thereof. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party.
(3) Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to its conflicts of law rules). Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought in a state or federal court located in Cuyahoga County, Ohio, and each of the parties irrevocably submits to the exclusive jurisdiction of such court in any such suit, action or proceeding.
(4) Entire Agreement. This Agreement (and any other agreements contemplated hereby), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings and negotiations, both written and oral, between the parties. No other representation, inducement, promises, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.
(5) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.