14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law. These Terms shall be governed in all respects by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms. Furthermore, neither these Terms (including, without limitation, the Tokenproof App and OA Product) will be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
14.2 Disputes. You agree that any dispute between you and Tokenproof arising out of or relating to these Terms, the Tokenproof Services (or any part thereof), and/or any content, materials, and/or services provided by Tokenproof hereunder (collectively, “Disputes”) shall be governed by the provisions set forth in this Section 14.
14.3 Notice of Disputes. A party who intends to seek arbitration or bring other action permitted under this Section 14 with respect to any Dispute, must first send a written notice of the Dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Dispute Notice”). Tokenproof’s address for Dispute Notices is: Tokenproof Inc., Attention: Notice of Dispute, 2019 E 3rd St., Austin, TX 78702. The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
14.4 Informal Resolution. You and Tokenproof agree to use good faith efforts to resolve the Dispute directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, you or Tokenproof may commence an arbitration proceeding or other permitted action, as set forth in this Section 14.
14.5 Agreement to Arbitrate. In the interest of resolving Disputes between you and Tokenproof in the most expedient and cost-effective manner, and except as described in Section 14.9, you and Tokenproof agree that every dispute arising in connection with these Terms will be resolved by binding individual (not class) arbitration (the “Agreement to Arbitrate”). Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This Agreement to Arbitrate includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. THIS AGREEMENT TO ARBITRATE MEANS YOU AND TOKENPROOF WAIVE YOUR/ITS RESPECTIVE RIGHTS TO A JURY TRIAL. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE AGREEMENT TO ARBITRATE AND THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION 14 ARE GOVERNED BY THE FEDERAL ARBITRATION ACT.
14.6 Arbitration. Any arbitration between you and Tokenproof will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect at time the claim is submitted (the “Rules”) as modified by this Section 14.6. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with the Rules; (b) the arbitration will take place in the county where you live or at another mutually agreed location; (c) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (d) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise), and provided that, Disputes that involve a claim of more than $10,000 USD must be resolved per the Rules about whether the arbitration hearing has to be in-person; and (e) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator shall have the authority to grant all relief that a court of competent jurisdiction could order, including awards of attorney’s fees and costs. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA. The Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
14.7 Fees. You are responsible for paying your portion of the fees set forth in the AAA fee schedule and Tokenproof will be responsible for the remainder of the fees. If you believe you cannot afford the AAA fees, you may apply to AAA for a fee waiver. If 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 (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse Tokenproof for all monies previously disbursed by it that are otherwise your obligation to pay under the Rules.
14.8 Opting-Out of Arbitration. If you do not wish to resolve disputes by binding arbitration, you may opt out of the Agreement to Arbitrate within 30 days after the date that you first agree to these Terms by sending a letter to Tokenproof Inc., Attention: Arbitration Opt-Out, 2019 E 3rd St., Austin, TX 78702, that specifies: your full legal name, the email address used to register an Account (if applicable), and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Tokenproof receives your Opt-Out Notice, the Agreement to Arbitrate will be void and the parties agree that the exclusive jurisdiction and venue described in Section 14.10 will govern any action arising out of or related to these Terms. The remaining provisions of this Section 14 will not be affected by your Opt-Out Notice.
14.9 Exception to Arbitration. Notwithstanding anything in these Terms to the contrary to the extent you have in any manner violated or threatened to violate any of Tokenproof’s intellectual property rights, Tokenproof may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of Delaware, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts. In addition, despite the Agreement to Arbitrate, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.
14.10 Enforceability; Venue. If the Agreement to Arbitrate is found not to apply to your or our claim, you and Tokenproof agree that any judicial proceeding will be brought in the federal or state courts located in Wilmington County, Delaware. Both you and Tokenproof consent to venue and personal jurisdiction there.
14.11 Prevailing Party. Subject to Section 11, in the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to these Terms and/or the Tokenproof Services (or any part thereof), the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
14.12 No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH TOKENPROOF ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED UNDER THESE TERMS.
14.13 Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, you expressly acknowledge and agree that any claim or cause of action arising out of or related to your use of Tokenproof Services (or any part thereof) or these Terms must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.