Country Specific Terms — United States of America

1.1 This clause 1 does not apply to unpaid, undisputed Fees. Those are treated as a material breach and handled under the late-payment process in clause 3.3 of the Core Terms.

1.2 Discussions to resolve a Dispute are confidential. Neither party may use them as evidence in any later proceeding, unless both parties agree otherwise in writing.

1.3 For any other dispute arising out of or relating to this Agreement, including how it was formed, how it is performed, how it is interpreted, any breach, or its termination (a “Dispute”) — the following steps apply:

1.3.1 Each party’s designated relationship manager will try in good faith to resolve the Dispute. If they cannot do so within 30 days (or another period that the parties agree to), each party will name a senior executive, and those executives will meet (in person or by video conference) to try in good faith to resolve the Dispute.

1.3.2 If the senior executives cannot resolve the Dispute within a further 30 days, either party may begin binding arbitration in accordance with clause 1.4.

1.3.3 Notwithstanding clause 1.4, if during this dispute resolution process the parties agree in writing that a particular Dispute should be resolved in court instead of arbitration, that Dispute will be resolved only in the state or federal courts in New York, New York. 

1.4 Binding Arbitration 

1.4.1 Any Dispute not resolved under clause 1.3 will be finally resolved by binding arbitration, administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. A single arbitrator will conduct the arbitration. 

1.4.2 The seat of arbitration will be New York, New York. The arbitration will be conducted in English. 

1.4.3 The arbitrator will have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive relief and specific performance, but will not have the authority to award punitive or exemplary damages except where a statute permits it. 

1.4.4 The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. 

1.4.5 Each party pays its own costs and attorneys’ fees in the arbitration. The only exception: if the arbitrator determines that that the claims or defenses of the non-prevailing party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys’ fees to the winning party. 

1.4.6 Either party may ask any court of competent jurisdiction for interim or injunctive relief (including temporary restraining orders and preliminary injunctions) before or during the arbitration. Doing so is not a waiver of this agreement to arbitrate. 

1.5 Class Action Waiver 

1.5.1 All Disputes must be brought in the parties’ individual capacity. Neither party may bring or join a Dispute as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. 

1.5.2 The arbitrator may not combine more than one party’s claims and may not preside over any form of representative, class, or collective proceeding . 

1.5.3 If this class action waiver is held unenforceable for a particular Dispute, then the whole of this arbitration provision (except this sentence) will not apply to that Dispute. Instead, that Dispute will be resolved only in the state or federal courts in New York, New York, in accordance with clause 10.10 of the Core Terms as modified by this US Addendum.