Terms of Service
Most Recent Update: February 2024.
Please read these Terms of Service (the “Agreement”) carefully. Your use of the Service (as defined below) constitutes your consent to this Agreement.
This Agreement is between you and Consilience, Inc. d/b/a AlphaIQ (“AlphaIQ” or “we” or “us”) concerning your use of (including any access to) our site currently located at alphaiq.ai (together with any materials and services available therein, and successor site(s) thereto, the “Service”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by AlphaIQ through the Service, or otherwise made available to you by AlphaIQ. By using the Service, you affirm that you are of legal age to enter into this Agreement.
If you are an individual accessing or using the Service on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Service and to any such Organization.
This Agreement contains a mandatory arbitration provision that, as further set forth in Section 23 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.
[ 01 ]
We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Service. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your use of the Service following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Service (including access to the Service via any third-party links); charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service users.
[ 02 ]
Your submission of information through the Service is governed by AlphaIQ’s Privacy Policy, located at https://alphaiq.ai/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Service is and will remain accurate and complete, and that you will maintain and update such information as needed.
[ 03 ]
You hereby irrevocably grant all rights and permissions in or relating to the text, images, or other content, that you input into the Service or that are collected, downloaded, or otherwise received, directly or indirectly, by or through the Services or that are derived from the processing of such documents, information, graphics, data, materials, and other content by or through the Services (collectively, “Customer Data”), as are necessary or useful to AlphaIQ to enforce this Agreement and exercise AlphaIQ’s rights and perform AlphaIQ’s obligations hereunder, and otherwise as required or authorized by law. You will be responsible for obtaining all rights, permissions, and authorizations to provide Customer Data to AlphaIQ for use as contemplated under this Agreement. Except for the rights and licenses expressly granted under this Agreement, nothing contained in this Agreement will be construed as granting AlphaIQ any right, title, or interest in the Customer Data. You hereby grant AlphaIQ a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free, worldwide right and license to process and otherwise exploit (i) statistical and other aggregated data derived from your use of the Service (the “Aggregated Data”) for AlphaIQ’s business purposes, including product development, so long as any such Aggregated Data are combined with similar data from AlphaIQ’s other customers and do not include (directly or by inference) any information identifying you or other identifiable individual or protected health information (PHI), or otherwise reveal your confidential information or PHI except as otherwise expressly permitted under this Agreement or in accordance with applicable law. For clarity, Customer Data does not include Aggregated Data, and all such Aggregated Data will not be considered your confidential information.
[ 04 ]
You agree and instruct that we may process Customer Data, Aggregated Data, and other inputs provided by you (collectively, “Input”) and generate output based on the Input (“Output”) in connection with the Service, to perform the Service, to maintain and provide the Service, to train the machine learning models used to provide the Service, and to develop and improve AlphaIQ technologies. You will ensure that all Input and use of the Service and Output will not: (a) violate the terms of this Agreement or violate applicable law; or (b) infringe, violate, or misappropriate any of AlphaIQ’s rights or the rights of any third party. You acknowledge that due to the nature of machine learning and the technology powering the Service, Output may not be unique, and the Service may generate, to or for AlphaIQ or a third party, output that is the same as or similar to Output. You are responsible for all Input and use of the Outputs. You represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Services. You are solely responsible for evaluating the Output for accuracy and appropriateness for your use case.
[ 05 ]
We may provide some elements of the Service through third party service providers (“Service Providers”). You acknowledge that your Input and Output, including Customer Data, will be shared with and processed by our Service Providers, such as to enable your use of our Services, under this Agreement. You may not use the Services in a manner that violates any terms or policy of any Service Provider.
[ 06 ]
The Service is controlled or operated (or both) from the United States, and is not intended to subject AlphaIQ to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
[ 07 ]
In connection with the Service, you must not:
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Service.
[ 08 ]
The Service may make available listings, descriptions and images of goods or services or related coupons or discounts (collectively, “Products”), as well as references and links to Products. Such Products may be made available by AlphaIQ or by third parties, and may be made available for any purpose, including general information purposes. The availability through the Service of any listing, description or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Product.
[ 09 ]
We may make available the ability to purchase or otherwise obtain certain Products through the Service (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a Transaction. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner. AlphaIQ reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product. Refunds and exchanges will be subject to AlphaIQ’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Service, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.
[ 10 ]
We are under no obligation to provide support for the Service. Instances where we may offer support, the support will be subject to published policies. Support is conducted through email at contact@alphaiq.ai. Support shall not include any discussions or provision of any investment advice, recommendations or observations; support shall be solely for technical and administrative support.
[ 11 ]
You may need to register to use all or part of the Service. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not AlphaIQ, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Service account.
[ 12 ]
Service visitors may make available certain materials (each, a “Submission”) through or in connection with the Service, including on profile pages or on the Service’s interactive services, such as message boards and other forums, and chatting, commenting and other messaging functionality. AlphaIQ has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Service, you do so at your own risk.
[ 13 ]
For purposes of clarity, you retain ownership of your Sbmissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Service or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place AlphaIQ under any fiduciary or other obligation. You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Service, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
[ 14 ]
We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Service, or analyze your access to or use of the Service. We may disclose information regarding your access to and use of the Service, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
[ 15 ]
We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Service, or analyze your access to or use of the Service. We may disclose information regarding your access to and use of the Service, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
[ 16 ]
We and our suppliers own the Service, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include AlphaIQ, Corporate Transparency Risk Scoring System and Consilience and any associated logos. All trade names, trademarks, service marks and logos on the Service not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Service should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
[ 17 ]
Certain Service functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by AlphaIQ with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Service at any time. In addition, the availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
[ 18 ]
Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.
[ 19 ]
To the fullest extent permitted under applicable law: (a) the Service and any Products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) AlphaIQ disclaims all warranties with respect to the Service and any Products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both AlphaIQ and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we try to maintain the timeliness, integrity and security of the Service, we do not guarantee that the Service is or will remain updated, complete, correct or secure, or that access to the Service will be uninterrupted. The Service may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Service. If you become aware of any such alteration, contact us at contact@alphaiq.ai with a description of such alteration and its location on the Service.
[ 20 ]
To the fullest extent permitted under applicable law: (a) AlphaIQ will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, AlphaIQ will not be liable for damages of any kind resulting from your use of or inability to use the Service or from any Products or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Service or any Products or Third Party Materials is to stop using the Service; and (d) the maximum aggregate liability of AlphaIQ for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be the greater of the total amount, if any, paid by you to AlphaIQ to use the Service in the [three (3) month] period preceding the event giving rise to the claim AND [$10.00]. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both AlphaIQ and the Affiliated Entities, and their respective successors and assigns.
[ 21 ]
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless AlphaIQ and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Service (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.
[ 22 ]
This Agreement is effective until terminated. AlphaIQ may terminate or suspend your use of the Service at any time and without prior notice, for any or no reason, including if AlphaIQ believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Service will immediately cease, and AlphaIQ may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2 –8 , 11. – 29 shall survive any expiration or termination of this Agreement.
[ 23 ]
You agree to resolve certain disputes with AlphaIQ through binding arbitration (“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.
[ 23.1 ]
You and AlphaIQ agree that any dispute or claim between you and AlphaIQ arising out of or relating to this Agreement or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with AlphaIQ, will be resolved by binding arbitration, rather than in court. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. LAWSUITS AND ARBITRATIONS MAY BE FILED, WHICH COULD AFFECT YOU. YOUR AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION IN THOSE ACTIONS.
[ 23.2 ]
Exceptions to Arbitration. This Arbitration Agreement will not require arbitration of the following types of claims brought by either you or AlphaIQ: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights, and patents.
[ 23.3 ]
We want to address any Disputes without needing arbitration. If you have a Dispute with AlphaIQ, prior to initiating arbitration, you agree to e-mail an individualized request (“Pre-Arbitration Demand”) to contact@alphaiq.ai so that we can work together to resolve the Dispute. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. Likewise, if AlphaIQ has a Dispute with you, AlphaIQ will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your AlphaIQ account. If the Dispute is not resolved within sixty (60) calendar days of when either you or AlphaIQ submitted a Pre-Arbitration Demand, an arbitration can be brought. If you or AlphaIQ have a Dispute involving claims under the exception to arbitration in Section § 23.2, then this Section § 23.3 does not apply to such Dispute. You agree that compliance with this Section § 23.3 is a condition precedent to commencing arbitration, and that the arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.
[ 23.4 ]
If, after completing the informal dispute resolution process set out in Section § 23.3, either you or AlphaIQ wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the AlphaIQ address in Section § 23.3. AlphaIQ will send any arbitration demand to the email address associated with your AlphaIQ account or to your counsel, if any. You and AlphaIQ agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply for whatever reason, then the state laws governing arbitration procedures where you reside apply.
[ 23.5 ]
The applicable arbitration provider depends on where you live. If you are a California resident, the arbitration will be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules, available at https://www.adrservices.com/services-2/arbitration-rules. If you are not a California resident, the arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.
[ 23.5 ]
The applicable arbitration provider depends on where you live. If you are a California resident, the arbitration will be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules, available at https://www.adrservices.com/services-2/arbitration-rules. If you are not a California resident, the arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.
[ 23.6 ]
Arbitration hearings will take place through videoconferencing by default, unless you and AlphaIQ agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving AlphaIQ and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Mass Action Waiver in Section § 23.9 , including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.
[ 23.7 ]
If a request to proceed in small claims court (see § 23.2), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court. If you or AlphaIQ challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election will be severed from this Arbitration Agreement as to your Dispute. However, such court determination will have no preclusive effect in another arbitration or court proceeding involving AlphaIQ and a different individual.
[ 23.8 ]
You and AlphaIQ hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and AlphaIQ are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section § 23.2 above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.
[ 23.9 ]
You and AlphaIQ agree that, except as specified in Section § 23.10 below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this Arbitration Agreement, 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 the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section § 23.9 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and AlphaIQ agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the state or federal courts located in Delaware. This subsection does not prevent you or AlphaIQ from participating in a class-wide settlement of claims.
[ 23.10 ]
To increase the efficiency of administration and resolution of arbitrations, you and AlphaIQ agree that if there are fifty (50) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties will select sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed (“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands will be filed with the arbitration provider, and the parties will hold in abeyance, and not file, the non-Bellwether Arbitrations. AlphaIQ will pay the arbitration provider’s costs for the sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the requirement to file within one (1) year in Section § 23.14 below, will remain tolled when non-Bellwether arbitration demands are held in abeyance. While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider will hold those demands in abeyance.
All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (i) whether the Bellwether Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in accordance with this Agreement, including Section § 23.3. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s costs will be paid by AlphaIQ.
The parties will work in good faith with the arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of individuals who are not selected for a Bellwether Arbitration.
Following resolution of the Bellwether Arbitrations, the parties agree to engage in a global mediation of all remaining arbitration demands comprising the Mass Filing (“Global Mediation”). The Global Mediation will be administered by the arbitration provider administering the Bellwether Arbitrations. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within thirty (30) calendar days following the mediation, the remaining demands for arbitration comprising the Mass Filing will be filed and administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules, unless the parties mutually agree otherwise in writing. Any party may request that the arbitration provider appoint an Administrative Arbitrator to determine threshold questions regarding the newly filed demands.
The parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration process, including the payment of filing and administrative costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent Global Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Bellwether Arbitration provision will in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. The statutes of limitation applicable to each arbitration demand within a Mass Filing, including the requirement to file within one (1) year in Section § 23.14 below, will remain tolled from the time a party makes a Pre-Arbitration Demand to the time when that party files the arbitration demand with the arbitration provider.
[ 23.11 ]
To increase the efficiency of administration and resolution of arbitrations, you and AlphaIQ agree that if there are fifty (50) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties will select sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed (“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands will be filed with the arbitration provider, and the parties will hold in abeyance, and not file, the non-Bellwether Arbitrations. AlphaIQ will pay the arbitration provider’s costs for the sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the requirement to file within one (1) year in Section § 23.14 below, will remain tolled when non-Bellwether arbitration demands are held in abeyance. While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider will hold those demands in abeyance.
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