Plain-language summary
- Most disputes go to JAMS arbitration, individually, in front of a neutral arbitrator.
- You can opt out within 30 days. If you opt out, disputes go to court instead.
- Either of us can still bring an individual claim in small-claims court if it qualifies.
- We can still go to court for emergency relief about misuse of our intellectual property.
- Before filing arbitration, we both agree to try to resolve the dispute informally for 60 days.
- We pay all the JAMS fees beyond the consumer filing fee where you're the claimant; if you are a business Customer, normal JAMS commercial fee allocation applies.
- No class actions or representative actions in arbitration.
- If a court finds the class waiver unenforceable for a particular claim, that claim goes to court — but the rest of the disputes still go to arbitration.
1. Parties and Scope
This Arbitration Agreement (this “Agreement”) is between you and [ENTITY NAME] doing business as Offerrole (“Offerrole”, “we”). It is incorporated by reference into our Terms of Service. Capitalized terms not defined here have the meaning given in the Terms of Service.
2. Mutual Agreement to Arbitrate
You and Offerrole each agree that any Covered Claim (defined in Section 3) will be resolved exclusively by individual binding arbitration administered by JAMS under its applicable rules, rather than in court, except as expressly provided in this Agreement. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Agreement.
3. Covered and Excluded Claims
3.1 Covered Claims
“Covered Claim” means any past, present, or future claim, dispute, or controversy between you and Offerrole arising out of or related to (a) the Services; (b) the Terms of Service or any other Offerroleagreement; (c) any communication or conduct in connection with any of the foregoing; or (d) the validity, scope, interpretation, or enforceability of this Agreement (including the question of arbitrability), except as provided in Section 3.2.
3.2 Excluded Claims
- Either party may bring an individual action in small-claims court for any claim within that court's jurisdiction, provided the action remains in that court and is not removed or appealed to a court of general jurisdiction.
- Either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual-property rights or breach of confidentiality obligations. Such an action does not waive the right to arbitrate any other dispute.
- Claims that, by law, may not be subject to a pre-dispute arbitration agreement are excluded to the extent of that prohibition.
- Claims arising under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. § 402) at the election of the person bringing the claim.
4. Your 30-Day Opt-Out Right
5. Informal Pre-Arbitration Resolution
Before either party may commence an arbitration, the party with the dispute (the “Claimant”) must send the other party a written Notice of Dispute by email (Offerrole at legal@offerrole.com; you at the email address on file with us) describing in detail the nature of the dispute, the specific relief sought, the Claimant's name and contact information, and any account identifier. The parties shall negotiate in good faith for sixty (60) days from receipt of the Notice of Dispute to attempt to resolve the dispute. If the dispute is not resolved within that period, either party may commence arbitration under Section 6.
The statute of limitations for any Covered Claim is tolled during the 60-day informal-resolution period.
6. Arbitration Rules and Provider
Arbitration shall be administered by JAMS pursuant to (a) the JAMS Streamlined Arbitration Rules and Procedures for individual claims valued at $250,000 or less, or (b) the JAMS Comprehensive Arbitration Rules and Procedures for individual claims valued above $250,000, in each case in effect at the time the arbitration is commenced. Where the Claimant is a consumer (as defined in JAMS Consumer Arbitration Minimum Standards), the JAMS Consumer Arbitration Minimum Standards apply and prevail over any inconsistent provision of this Agreement.
The JAMS Rules are available at jamsadr.com/rules-streamlined-arbitration and jamsadr.com/rules-comprehensive-arbitration. If JAMS is unable or unwilling to administer the arbitration in accordance with this Agreement, the parties shall agree on an alternative arbitration provider, and if they cannot agree, a court of competent jurisdiction shall appoint one.
7. Selection of Arbitrator
The arbitration shall be conducted by a single arbitrator selected in accordance with JAMS rules. The arbitrator shall be a retired judge or an attorney with substantial experience in the subject matter of the dispute. The parties may, by written agreement, appoint a panel of three arbitrators in any case where the amount in controversy exceeds $1,000,000.
8. Location and Format
By default, the arbitration shall be conducted by videoconference, which the JAMS rules permit and which keeps costs manageable for both sides. If you, as the Claimant, prefer an in-person hearing, you may elect one in (a) the city in which you reside, (b) Wilmington, Delaware, or (c) another mutually agreed location. Offerrole may not require an in-person hearing in a location that would impose unreasonable burden on you.
9. Fees and Costs
9.1 Consumer Claimant
Where you are a Consumer (defined in JAMS Consumer Arbitration Minimum Standards) and you are the Claimant: you shall pay only the JAMS consumer filing fee (currently $250 or such lesser amount as JAMS publishes), and Offerrole shall pay all other fees and costs of arbitration (administrative fees, arbitrator fees, hearing fees, and any travel costs reasonably incurred).
9.2 Customer (business) Claimant
Where you are a Customer (i.e., a business) and you are the Claimant, the JAMS commercial fee schedule applies and the parties bear their own attorneys' fees and costs unless the arbitrator awards otherwise.
9.3 Bad-faith claims
If the arbitrator determines that any claim or counterclaim was frivolous or asserted for an improper purpose under standards equivalent to Federal Rule of Civil Procedure 11(b), the arbitrator may shift fees and costs to the party who asserted the claim, to the extent permitted by applicable law.
9.4 Fee waiver
If you cannot afford the consumer filing fee, you may apply for a fee waiver under JAMS's consumer-arbitration policies; we will not oppose any reasonable waiver application.
10. Discovery and Hearing
Discovery shall be conducted under the JAMS rules applicable to the proceeding, and shall be limited to that which is reasonably necessary to the fair adjudication of the claims, with due regard to proportionality. The arbitrator shall manage discovery to keep costs proportionate to the amount in controversy.
The hearing shall be conducted in the format selected under Section 8 unless the parties agree otherwise. The arbitrator may decide motions on the papers where appropriate.
12. Class and Representative-Action Waiver
If a court of competent jurisdiction finds this Section 12 unenforceable as to a particular claim or remedy, then that particular claim or remedy (and only that claim or remedy) shall be severed from this Agreement and may proceed in court; all other claims shall remain subject to arbitration under this Agreement.
13. Mass-Filing Coordination Protocol
To prevent abuse of either party by the coordinated filing of large numbers of substantially similar individual demands, the following protocol applies if 25 or more substantially similar arbitration demands are filed against Offerrole within a 90-day window by claimants represented (in whole or in part) by common counsel or a coordinated counsel network (a “Mass Filing”):
- The parties shall jointly request that JAMS appoint a procedural arbitrator to manage the Mass Filing as a coordinated proceeding.
- Counsel for the claimants and counsel for Offerroleshall each select up to ten (10) bellwether cases, which shall proceed first to individual arbitration before the same arbitrator(s).
- The remaining cases shall be stayed pending resolution of the bellwether cases, after which the parties shall participate in a JAMS-administered mediation in good faith.
- If the parties cannot resolve the remaining cases through mediation, those cases shall proceed individually in the order they were filed, with the procedural arbitrator managing scheduling.
- All other provisions of this Agreement (including individual arbitration, the class waiver, fee allocation, and remedies) apply to each case in the Mass Filing.
This Section 13 is intended to make orderly resolution of large numbers of similar claims feasible. It is not intended to deny any individual claimant a remedy. If the procedural arbitrator determines that the protocol is operating to deny a particular claimant a meaningful opportunity to be heard, the procedural arbitrator may modify the protocol as to that claimant.
14. Confidentiality
The parties shall keep the existence, content, and result of any arbitration confidential, except (a) as necessary to enforce or challenge an award, (b) as required by applicable law, court order, or regulatory request, or (c) to obtain advice from legal, financial, or insurance professionals bound by an obligation of confidentiality. Nothing in this Section 14 limits any party's right to disclose facts about its own experience, including for the purposes of an investigation by a government agency or in connection with any other legal proceeding to which the disclosing party is a party.
15. Severability
If any provision of this Agreement is found unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall remain in full force and effect. However, if the class waiver in Section 12 is found unenforceable in its entirety with respect to a particular claim, that claim shall be severed from this Agreement and shall be brought in a court of competent jurisdiction, while all other claims remain subject to arbitration.
16. Survival
This Agreement survives termination of your account, termination of the Terms of Service, and the assignment of either party's rights to the extent permitted by applicable law.
17. Changes
We may modify this Agreement from time to time on notice as described in our Terms of Service. Changes are effective only prospectively as to disputes arising after the effective date of the change; disputes that arose before the effective date are governed by the version of this Agreement in force when the dispute arose. Where a change is material, you will have a fresh 30-day window to opt out under Section 4 by sending the opt-out notice within 30 days of the change's effective date.
18. Contact
For arbitration-related notices and opt-outs:
[ENTITY NAME] d/b/a Offerrole
Attn: Legal — Arbitration
[BUSINESS ADDRESS]
Email: legal@offerrole.com