If you reside in the United States, NCH Software and you agree to arbitrate all disputes and
claims between us. This agreement to arbitrate is intended to be broadly interpreted.
References to "NCH" "you," and "us" include our respective subsidiaries, affiliates, agents,
employees, predecessors in interest, successors, and assigns. This arbitration agreement
does not preclude you from bringing issues to the attention of U.S. federal, state, or local
agencies. Such agencies can, if the law allows, seek relief against us on your behalf. This
Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration
Act governs the interpretation and enforcement of this provision. This arbitration provision shall
survive termination of this Agreement.
A party who intends to seek arbitration must first send to the other, by certified mail, a written
Notice of Dispute ("Notice"). The Notice to NCH should be addressed to:
Legal Department
NCH Software, Inc.
6120 Greenwood Plaza Blvd, Ste 120
Greenwood Village CO, 80111
USA
("Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute;
and (b) set forth the specific relief sought ("Demand"). If NCH and you do not reach an
agreement to resolve the claim within 30 days after the Notice is received, you or NCH may
commence an arbitration proceeding. The amount of any settlement offer made by NCH or you
shall not be disclosed to the arbitrator.
A. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary
Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American
Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the
AAA. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or
by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All
issues are for the arbitrator to decide, including issues relating to the scope and enforceability
of the arbitration provision. Unless NCH and you agree otherwise, any arbitration hearings will
take place in Greenwood Village Colorado. If your claim is for $10,000 or less, we agree that
you may choose whether the arbitration will be conducted solely on the basis of documents
submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as
established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be
determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted,
the arbitrator shall issue a reasoned written decision. NCH will pay all AAA filing,
administration, and arbitrator fees for any arbitration initiated in accordance with the notice
requirements above. If, however, the arbitrator finds that either the substance of your claim or
the relief sought in the Demand is frivolous or brought for an improper purpose then the
payment of all such fees will be governed by the AAA Rules. In such case, you agree to
reimburse NCH for all monies previously disbursed by it that are otherwise your obligation to
pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek more than
$75,000 in damages, the payment of these fees will be governed by the AAA rules.
B. The arbitrator may award declaratory or injunctive relief only in favor of the individual party
seeking relief and only to the extent necessary to provide relief warranted by that party's
individual claim. YOU AND NCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE
OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, unless both you and NCH agree otherwise, the arbitrator may not consolidate more
than one person's claims, and may not otherwise preside over any form of a representative or
class proceeding. If this specific provision is found to be unenforceable, then the entirety of this
arbitration provision shall be null and void.
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