PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN A COURT OR JURY TRIAL, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. IT INCLUDES A 30-DAY OPT-OUT (§ 14.7) AND IMPORTANT CARVE-OUTS FOR SMALL-CLAIMS COURT AND PUBLIC INJUNCTIVE RELIEF.
14.1 Governing law
These Terms, and any dispute arising out of or relating to them or to your use of the Site or the portals, are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Informal dispute resolution
Before initiating any formal proceeding, you and KeystoneTelX agree to try in good faith to resolve any dispute by sending a written notice describing the dispute to legal@keystonetelx.com (for notices to us) or to the email address on your account (for notices to you), and giving the other party 60 days to respond. If the dispute is not resolved within those 60 days, either party may proceed under the remaining sections below.
14.3 Small-claims carve-out
Either party may bring an individual claim in small-claims court located in the county where the responding party resides or has its principal place of business, provided the claim qualifies for that court’s jurisdiction. In California small-claims court, the current claim limit is generally USD $12,500 for individuals (and lower for business entities). Filing in small-claims court does not waive the rest of this section.
14.4 Public injunctive relief carve-out
You and KeystoneTelX agree that nothing in this section limits the right of either party to seek public injunctive relief in a court of competent jurisdiction. Any claim for public injunctive relief, and only that claim, is severed from the arbitration agreement and may be brought in court; all other claims, including claims for individualized monetary or injunctive relief, remain subject to arbitration.
14.5 Binding arbitration
Except for the carve-outs in § 14.3 and § 14.4, you and KeystoneTelX agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site or the portals will be resolved by binding individual arbitration administered by JAMS under its applicable rules in effect at the time the demand is filed (including, where they apply, the JAMS Streamlined Arbitration Rules and the JAMS Consumer Minimum Standards).
The arbitration will be seated in San Francisco County, California, unless you and we agree to a different location. You may participate by phone or video, and you may, at your election, request that any in-person hearing be held in the county where you reside. The arbitrator may award any remedy a court could award on an individual basis, subject to the limits in § 11. Judgment on the award may be entered in any court of competent jurisdiction.
Where the JAMS Consumer Minimum Standards apply, KeystoneTelXwill pay any arbitration filing, administrative, and arbitrator fees that exceed the amount you would have paid to file the same claim in state court in the venue described in § 14.6 and that JAMS requires the company to pay under those Standards.
14.6 Court venue for non-arbitrable claims
For any claim that is not subject to arbitration under § 14.3 or § 14.4, you and KeystoneTelX consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, and waive any objection to that venue based on inconvenience or improper forum.
14.7 30-day opt-out
You may opt out of the arbitration agreement and class-action waiver in this section by sending a written notice to legal@keystonetelx.com within 30 days of the date you first agreed to these Terms (or first received notice of a material change to this section). Your notice must include the email address associated with your account and a clear statement that you are opting out of arbitration. Opting out will not affect any other part of these Terms and is the only mechanism for opting out — you cannot opt out by failing to acknowledge a notice or by ceasing to use the Site.
14.8 Class-action waiver
YOU AND KEYSTONETELXAGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
If a court of competent jurisdiction decides that any portion of this class-action waiver is unenforceable for a particular claim, that claim (and only that claim) will be severed from the arbitration agreement and may proceed in court under § 14.6. The remainder of this section will continue to apply to all other claims.
14.9 Coordinated / mass-arbitration procedure
If 25 or more similar arbitration demands are filed against KeystoneTelX by or on behalf of multiple users represented by the same or coordinated counsel within a 90-day window, you and KeystoneTelXagree the demands will be administered as a single coordinated proceeding, including by selecting a small number of bellwether cases to be heard first, with the remaining cases stayed pending the bellwether outcomes. This procedure is intended to manage cost and is not a waiver of any individual claimant’s right to a final individualized award. JAMS may apply its applicable mass-arbitration rules in effect at the time of filing.
14.10 Time limit
Any claim arising out of or relating to these Terms or your use of the Site must be filed within one (1) year after the claim arose; otherwise the claim is permanently barred, except where a shorter period is required by applicable law and except for claims for which a longer period is required by California law as a matter of public policy.