1. Dispute Resolution/Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS, AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDES ACCESS TO THE SUBSCRIPTIONS, SERVICES, AND YOUR ACCOUNT.
    1. Scope. Except as expressly provided below, Parties agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Agreement, a similar prior agreement, Your account, Your use of the Company’s services or products (including the License), the Subscription(s), the Distributed Data, communications between You and the Company and/or its affiliates, or the relationship between You and the Company and its affiliates (including existing disputes and those occurring prior to the date of this Agreement) (collectively, “Claims”) will, at the election of either Party, be resolved by arbitration, including any dispute about arbitrability, such as scope, applicability, and enforceability. The right and obligation to arbitrate under this Section shall extend to all Claims, including those against or involving third parties such as the Company or its affiliates’ officers, directors, owners, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors, all of which are intended beneficiaries of this Agreement.
    2. Rules and Selection of Arbitrator. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”); except any arbitration relating to, concerning, or arising out VantagePoint Products and Services provided to You in connection with a Financial Advisory Business, including under Section 22 of the License Terms shall be governed by the AAA’s Commercial Arbitration Rules. Should the AAA be unavailable, unable, or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the Parties shall agree on a substitute arbitration organization, such as Judicial Arbitration and Mediation Services (“JAMS”) that will enforce the arbitration provisions as written. The Parties will select a mutually agreeable single arbitrator. But in the event that the Parties are unable to agree, the Parties shall select an arbitrator according to a “strike and rank” procedure whereby the Parties: (a) will request and obtain a list of no less than five (5) arbitrators (subject the qualifications below); (b) within ten (10) days of service of an arbitrator list on the Parties, strike the names of two (2) proposed arbitrators; and (c) rank the remaining arbitrators in order of preference with number 1 being the most preferred ranking. The remaining arbitrator with the highest aggregate ranking of preference shall be selected to serve. If the “rank and strike” procedure fails or results in a tie, the AAA (or a substitute arbitration organization) shall appoint an arbitrator. Any selected arbitrator must have experience litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed.
    3. Federal Arbitration Act. Because the Agreement memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at www.adr.org or by calling 1-800-778-7879.
    4. Offers and good-faith claims. To the extent not directly inconsistent with the Arbitration Rules, including the AAA’s Commercial Arbitration Rules, (or the rules of a substitute arbitration organization if AAA is unavailable), You and Company agree that either Party may serve upon the other a written offer to settle a Claim (“Settlement Offer”) for the money specified in the Settlement Offer and to enter an agreement dismissing the Claim. If Company makes a Settlement Offer which is rejected by You, Company shall be entitled to recover reasonable attorneys’ fees and expenses incurred by Company (or on Company’s behalf) from the date of the rejection of the Settlement Offer through the later of the entry of the arbitrator’s award or the subsequent confirmation of said award if the arbitrator’s award is one of no liability or the award obtained by You is less than 75 percent of such a Settlement Offer. If You make a Settlement Offer which is rejected by Company and You obtain an arbitrator’s award in an amount greater than 125 percent of the Settlement Offer, You shall be entitled to recover reasonable attorneys’ fees and expenses incurred by You (or on Your behalf) from the date of the rejection of the Settlement Offer through the later of the entry of the arbitrator’s award or the subsequent confirmation of said award. Any finding that a claim or counterclaim violates the standards set forth in Federal Rule of Civil Procedure 11 shall entitle the other Party to recover their attorneys’ fees and costs as well.
    5. Written Notice A Party that intends to seek arbitration must first send to the other a written notice of intent to arbitrate via email (delivery receipt requested), entitled “Notice of Intent to Arbitrate” (“Notice”). The Notice to the Company should be addressed to: [email protected]. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If the Parties do not reach an agreement to resolve the claim within 30 days after VantagePoint acknowledges receipt of the Notice by responding via email, either Party may commence an arbitration proceeding under these terms.
    6. Exclusions and Limitations. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state where You are located: (a) an action to enforce intellectual property rights; (b) a suit by the Company, its affiliates, or their assignees for collection of amounts owed by You under this Agreement; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such a court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing Party in any dispute between the Parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees.
    7. Class Waiver. You also agree that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (b) TO THE FULLEST EXTENT PERMITTED BY LAW, PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION.
    8. Appeal. If the arbitrator’s award exceeds $75,000, either Party may appeal such award to a three-arbitrator panel administered by the AAA (or substitute arbitration organization) and selected according to the Arbitration Rules, including the AAA’s Commercial Arbitration Rules, by filing a written notice of appeal within 30 days after the date of entry of the arbitration award. The appealing Party must provide the other Party with a copy of such appeal concurrently with its submission of the appeals notice. The three-arbitrator panel must issue its decision within 120 days of the date of the appealing Party’s notice of appeal. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which may exist under the Federal Arbitration Act. The Parties may agree that arbitration will be conducted solely on the basis of the documents submitted to the arbitrator, via a telephonic hearing, or by an in-person hearing as established by AAA Rules, including the AAA’s Commercial Arbitration Rules, (or the rules of the substitute arbitration organization).
    9. Right to Opt Out. You can decline this arbitration agreement by timely writing via certified mail or a nationally recognized overnight delivery service that allows Parties to confirm both mailing and delivery to 26908 Ridgebrook Dr., Suite 102, Wesley Chapel, FL 33544 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that You wish to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date You become bound by the arbitration agreement. Please note that You will continue to be bound by any older arbitration provision that You did not out opt of and any arbitration provision that otherwise governs the Claims.
    10. Mass Arbitration. “Mass Arbitrations” shall be defined and governed by the AAA’s Mass Arbitration Supplementary Rules, available at https://www.adr.org/mass-arbitration (“AAA Mass Arbitration Rules”), or similar rules from a substitute organization, such as JAMS, in the event AAA is unavailable, unable, or unwilling to accept and administer the mass arbitration of any claim under these arbitration provisions.The Parties further agree to the following procedures for Mass Arbitrations:
      1. To abide by subsection (d) above (“Offers and good-faith claims”).
      2. To abide by the following batch arbitration procedures:
        1. Demands between 5 and 25: Appoint a different single arbitrator to administer the merits of each batch of 5 demands.
        2. Demands between 25 and 100: Appoint a different single arbitrator to administer the merits of each batch of 20 demands.
        3. Demands between 101 and 350. Appoint a different single arbitrator to administer the merits of each batch of 50 demands.
        4. Demands between 351 and 650. Appoint a different single arbitrator to administer the merits of each batch of 100 demands.

      To the extent there are demands left over after the batching described above (“Remaining Demands”), those Remaining Demands shall be batched together, with a single different merits arbitrator to administer them. For example, if there are 24 demands, there would be four batches of 5 and one batch of 4. The merits of each batch shall be administrated by different merits arbitrator(s). All procedural and discovery issues that arise before final merits hearing, however, shall be decided by a single procedural arbitrator who shall preside over all batches and be selected per the same process for selecting an arbitrator above. For the avoidance of doubt, the merits arbitrator(s) shall decide evidentiary and similar issues that may arise at a final merits hearing or in connection with a motion that would be dispositive of the merits.

      You and Company agree to cooperate in good faith to implement the batch arbitration process, as well as to take any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This batch arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

    11. Severance, Severability, and Survival. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entirety of the arbitration provisions shall be void, other than the jury waiver provision. The foregoing arbitration provisions shall survive the termination of this Agreement.
  2. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Florida. This choice of law provision is intended to operate to the exclusion of (a) any choice of law or other law or provision that would result in this Agreement or any disputes arising out of or related to this Agreement being resolved by the laws of any other state or country and (b) any law or convention that would otherwise apply including, but not limited to, the United Nations Convention on Contracts for the International Sale of Goods. If awarded, the total of all damages due to You shall be in accordance with this Agreement. To the fullest extent permitted by applicable law, and to the extent not inconsistent with Section 1 herein (Dispute Resolution/Arbitration) the Parties hereby both knowingly, voluntarily, intentionally and irrevocably agree to waive any right to have any issue resolved by a jury and cede to the Court all matters of law and fact for resolution. Subject to the dispute resolution and arbitration procedures set forth in Section 1, Parties each agree that the exclusive venue for bringing and maintaining any action arising out of, related to, or in connection with this Agreement shall be in Hillsborough County, Florida or, if there is jurisdiction, the United States District Court for the Middle District of Florida, Tampa Division. Parties agree that, if You bring any action or proceeding against the Company in any other venue in violation of this forum selection clause and the Company is the prevailing Party on a motion to dismiss for improper venue or motion to transfer venue, the Company will be immediately entitled to recover its costs and attorney’s fees associated with such motion. You hereby irrevocably consent to personal jurisdiction in the State of Florida and hereby waive any claim or defense that such venue is not convenient or proper, and consents to service of process by any means authorized by Florida law.9. Successors. It is agreed that the benefits and the burdens of this Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, as well as Your heirs, and personal representatives.
  3. Attorneys’ Fees. To the fullest extent permitted by applicable law, and subject to the dispute resolution and arbitration procedures herein, in the event the Company should be required to take legal action to enforce any of the provisions of this Agreement, the Company may recover its reasonable attorney’s fees (up to and including any appellate proceedings) and costs from You whether or not formal litigation results. This Section shall be construed as an agreement, independent of any other provision in this Agreement, and the existence of any claim or cause of action on the part of You against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of the provisions of this Section.
  4. Construction. Section headings and pronouns are included solely for convenient reference and shall not control the meaning or the interpretation of any of the provisions of this Agreement.
  5. Entire Agreement. The Parties agree that this Agreement is the entire agreement regarding the subject matter discussed herein and supersedes any proposal or prior agreement, oral or written, or any other communications between them relating to the subject matter hereof.
  6. No Fraud or Reliance on Company Representations. You further acknowledge and agree that You entered into this Agreement based solely upon the terms contained within this Agreement and without relying upon any oral or written inducements, statements or representations by the Company or its agents or representatives that are not set forth in this Agreement.
  7. Severability. If any provision of this Agreement is held for any reason to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement will, nevertheless, remain in full force and effect in that jurisdiction.
  8. Additional Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOICE BEFORE ENTERING INTO THIS AGREEMENT AND/OR CONTINUING WITH THE AGREEMENT, UNDERSTAND YOUR RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, AND THAT THE USE OR RECEIPT OF THE SUBSCRIPTION, SERVICES, OR DISTRIBUTED DATA IS AN ACCEPTANCE BY YOU OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
  9. Successors. It is agreed that the benefits and the burdens of this Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns, and You, Your successors, heirs, and personal representatives
  10. Consent to Contact. You consent to email, phone, and/or text message communications for marketing purposes from or on behalf of Vantagepoint AI, LLC, including via automated technology, artificial or prerecorded messages, or using artificial intelligence. Consent to communications is not required for any purchase. Message and Data rates may apply. You can withdraw consent at any time by emailing us at [email protected]