Common use of Dispute Resolution and Arbitration Agreement Clause in Contracts

Dispute Resolution and Arbitration Agreement. (a) Agreement to Binding Arbitration Between You and Keyosei. YOU AND KEYOSEI MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Keyosei ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Keyosei, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND KEYOSEI. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Keyosei Platform, the Services, any other goods or services made available through the Keyosei Platform, your relationship with Keyosei, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Keyosei, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Keyosei and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND KEYOSEI ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

Dispute Resolution and Arbitration Agreement. YOU AND WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERN- ING THIS AGREEMENT, OUR SERVICES, DEVICES OR PRODUCTS, INCLUDING ANY BILLING DISPUTES, WILL BE RESOLVED BY BIND- ING ARBITRATION OR IN SMALL CLAIMS COURT. This includes any claims against other parties relating to Services or Devices provided or billed to You (such as our suppliers, dealers, authorized retailers, or third party vendors) whenever you also assert claims against us in the same proceeding. You and We each also agree that the Agreement affects interstate commerce so that the Fed- eral Arbitration Act and federal arbitration law, not state law, apply and govern the enforceability of this dispute resolution provision (despite the general choice of law provision in Section 20). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (IN- CLUDING ATTORNEYS’ FEES). Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE EARLIER OF THE DATE YOU PURCHASED A DEVICE FROM US OR THE DATE YOU USED, ACCESSED OR PAID FOR SERVICE (the "Opt Out Deadline"). You must opt out by the Opt Out Deadline for each Device. You may opt out of these arbitration procedures by sending, at your expense, a certi- fied letter to: POLTE Corp. Attention: Opt Out 00000 Xxxxxx Xxxxxxx Suite 125 Addison, Texas 75001 Any opt-out received after the Opt Out Deadline will not be valid and You will be required to pursue your claim in arbitration or small claims court. For all disputes, You acknowledge and agree that prior to pursuing a claim in arbitration or court, you must first give us an opportunity to resolve Your claim by sending a written description of Your claim to the address provided in the "How Do We Notify to Each Other" Section below. You and We each agree to negotiate your claim in good faith, and You agree that you may not commence any arbitration or court proceeding unless You and We are unable to resolve the claim within 60 days after We receive Your claim description. You and We each agree that if You fail to timely pay amounts due, We may terminate Your Agreement and assign your account for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or this Agreement. If the arbitration provision applies or You choose arbitration to resolve Your disputes, then either You or We may start arbitration proceedings. You must send a letter requesting arbitration and describing Your claim to Our designated address (listed above) to begin arbitration. The arbitration of all disputes will be administered by the American Arbitration Association ("AAA") under its Con- sumer Arbitration Rules in effect at the time the arbitration is commenced. The AAA rules are available at xxx.xxx.xxx or by calling 0-000-000-0000. The ar- bitration of all disputes will be conducted by a single arbitrator, who shall be selected using the following procedure: (a) Agreement the AAA will send the parties a list of five candidates; (b) if the parties cannot agree on an arbitrator from that list, each party shall return its list to Binding Arbitration Between the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate rank- ing; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. Upon filing of the arbitration demand, We will pay or reimburse all filing, ad- ministration and arbitrator fees. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 as to which You provided notice and Keyoseinegotiated in good faith as required above before initiating arbitration, if the arbitrator finds that You are the prevailing party in the arbitra- tion, You will be entitled to recover reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, We agree not to seek attorneys' fees in arbitration even if permitted under applicable law. CLASS ACTION WAIVER. YOU AND KEYOSEI MUTUALLY WE EACH AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES THAT ANY PROCEEDINGS, WHETHER IN A COURT OF LAW BY A JUDGE ARBITRATION OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATIONCOURT, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Keyosei ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS BASIS AND CLASS ACTIONS ARE NOT PERMITTEDAS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. Except as expressly provided belowIf a court or arbitrator determines in an action between You and Us that any part of this Class Action Waiver is unenforceable with respect to any claim, this Arbitration Agreement applies the arbitration agreement and Class Action Waiver will not apply to all Claims (defined below) between you and Keyosei, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND KEYOSEI. These Claims includethat claim, but are not limited to, they will still apply to any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Keyosei Platform, the Services, any other goods or services made available through the Keyosei Platform, your relationship with Keyosei, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Keyosei, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Keyosei and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claimsclaims that You or We may assert in that or any other action. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity If You opt out of the Arbitration Agreement) shall arbitration provision as specified above, this Class Action Waiver provision will not apply to You. Neither You, nor any oth- er customer, can be decided by a class representative, class member, or otherwise partici- xxxx in a class, consolidated, or representative proceeding without having com- plied with the arbitrator, except as expressly provided below. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND KEYOSEI ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrateopt out requirements above.

Dispute Resolution and Arbitration Agreement. (a) Agreement to Binding Arbitration Between You and KeyoseiLyft. YOU AND KEYOSEI LYFT MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Keyosei Lyft ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and KeyoseiLyft, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Lyft’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third party beneficiaries of this Arbitration Agreement. Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND KEYOSEILYFT. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Keyosei Lyft Platform, the Rideshare Services, rental or use of bikes or scooters through the Lyft Platform, Lyft promotions, gift card, referrals or loyalty programs, any other goods or services made available through the Keyosei Lyft Platform, your relationship with KeyoseiLyft, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Lyft’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by KeyoseiLyft, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Keyosei Lyft and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND KEYOSEI LYFT ARE WAIVING THE RIGHT TO SUE XXX IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

Dispute Resolution and Arbitration Agreement. YOU AND WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERN- ING THIS AGREEMENT, OUR SERVICES, DEVICES OR PRODUCTS, INCLUDING ANY BILLING DISPUTES, WILL BE RESOLVED BY BIND- ING ARBITRATION OR IN SMALL CLAIMS COURT. This includes any claims against other parties relating to Services or Devices provided or billed to You (such as our suppliers, dealers, authorized retailers, or third party vendors) whenever you also assert claims against us in the same proceeding. You and We each also agree that the Agreement affects interstate commerce so that the Fed- eral Arbitration Act and federal arbitration law, not state law, apply and govern the enforceability of this dispute resolution provision (despite the general choice of law provision in Section 20). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (IN- CLUDING ATTORNEYS’ FEES). Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE EARLIER OF THE DATE YOU PURCHASED A DEVICE FROM US OR THE DATE YOU USED, ACCESSED OR PAID FOR SERVICE (the "Opt Out Deadline"). You must opt out by the Opt Out Deadline for each Device. You may opt out of these arbitration procedures by sending, at your expense, a certi- fied letter to: POLTE Corp. Attention: Opt Out 00000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Any opt-out received after the Opt Out Deadline will not be valid and You will be required to pursue your claim in arbitration or small claims court. For all disputes, You acknowledge and agree that prior to pursuing a claim in arbitration or court, you must first give us an opportunity to resolve Your claim by sending a written description of Your claim to the address provided in the "How Do We Notify to Each Other" Section below. You and We each agree to negotiate your claim in good faith, and You agree that you may not commence any arbitration or court proceeding unless You and We are unable to resolve the claim within 60 days after We receive Your claim description. You and We each agree that if You fail to timely pay amounts due, We may terminate Your Agreement and assign your account for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or this Agreement. If the arbitration provision applies or You choose arbitration to resolve Your disputes, then either You or We may start arbitration proceedings. You must send a letter requesting arbitration and describing Your claim to Our designated address (listed above) to begin arbitration. The arbitration of all disputes will be administered by the American Arbitration Association ("AAA") under its Con- sumer Arbitration Rules in effect at the time the arbitration is commenced. The AAA rules are available at xxx.xxx.xxx or by calling 0-000-000-0000. The ar- bitration of all disputes will be conducted by a single arbitrator, who shall be selected using the following procedure: (a) Agreement the AAA will send the parties a list of five candidates; (b) if the parties cannot agree on an arbitrator from that list, each party shall return its list to Binding Arbitration Between the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate rank- ing; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. Upon filing of the arbitration demand, We will pay or reimburse all filing, ad- ministration and arbitrator fees. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 as to which You provided notice and Keyoseinegotiated in good faith as required above before initiating arbitration, if the arbitrator finds that You are the prevailing party in the arbitra- tion, You will be entitled to recover reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, We agree not to seek attorneys' fees in arbitration even if permitted under applicable law. CLASS ACTION WAIVER. YOU AND KEYOSEI MUTUALLY WE EACH AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES THAT ANY PROCEEDINGS, WHETHER IN A COURT OF LAW BY A JUDGE ARBITRATION OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATIONCOURT, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Keyosei ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS BASIS AND CLASS ACTIONS ARE NOT PERMITTEDAS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. Except as expressly provided belowIf a court or arbitrator determines in an action between You and Us that any part of this Class Action Waiver is unenforceable with respect to any claim, this Arbitration Agreement applies the arbitration agreement and Class Action Waiver will not apply to all Claims (defined below) between you and Keyosei, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND KEYOSEI. These Claims includethat claim, but are not limited to, they will still apply to any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Keyosei Platform, the Services, any other goods or services made available through the Keyosei Platform, your relationship with Keyosei, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Keyosei, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Keyosei and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claimsclaims that You or We may assert in that or any other action. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity If You opt out of the Arbitration Agreement) shall arbitration provision as specified above, this Class Action Waiver provision will not apply to You. Neither You, nor any oth- er customer, can be decided by a class representative, class member, or otherwise partici- xxxx in a class, consolidated, or representative proceeding without having com- plied with the arbitrator, except as expressly provided below. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND KEYOSEI ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrateopt out requirements above.