This Terms of Service and your use of this site is governed by and interpreted under the laws of Texas, without regard to its choice of law rules, except that the substantive and procedural rules of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “Act”) govern below.
If any Dispute (as hereinafter defined) arises out of this Agreement and if the Dispute cannot be resolved by direct negotiations, any Party may initiate mediation by giving notice to the others and identifying, in writing and in detail, the issues in Dispute, the value of the claim, and all key documents in support of the claim. If the Parties fail to resolve the Dispute within sixty days from notice of mediation, any Party may initiate binding arbitration in accordance with this Section. The place of arbitration will be Houston, Texas. One arbitrator will conduct the arbitral proceedings in accordance with the AAA Rules. To the extent of any conflicts between the Act or the AAA Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail. The AAA is the appointing authority. The arbitration award is final and binding. All arbitration fees and costs shall be split evenly between the Parties. The Parties waive any right to appeal under Applicable Law. Any disputes relating to or in connection with the enforceability of this arbitration provision must be brought only in a court of competent jurisdiction in Houston, Texas. The Parties consent to the jurisdiction of these courts and waive any defenses they have regarding jurisdiction.
As used in this Agreement, the term (i) “AAA” means the American Arbitration Association; (ii) “Claim” means any claim, liability, loss, expense, tax, fee, fine, consulting fee, demand, damages, encumbrance, cause of action of any kind, obligation, costs (including environmental response costs, costs of remediation, natural resource damages, cost related to orphan share, costs related to equipment modification or replacement), judgment, penalty, interest, and award (including recoverable legal counsel fees, expert witness fees, and costs of litigation of the person asserting the Claim), whether arising by law, contract, tort, voluntary settlement, or otherwise; and (iii) “Dispute” means any claim, disagreement, dispute or controversy arising out of this Agreement or the performance of any obligations under this Agreement, including a Claim (as hereinafter defined) under this Agreement and any dispute or controversy regarding the existence, construction, validity, interpretation, enforceability, termination or breach of this Agreement, whether based in contract, tort or in any other manner.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE IN AN ACTION INITIATED BY ONE AGAINST THE OTHER FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTIONS, HOWEVER SAME MAY BE CAUSED.