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DISPUTE RESOLUTION ADDENDUM


Effective as of January 1, 2024 (Version Number: 45292)


All terms not defined herein shall have the meaning ascribed to them in the DAS Standard Incorporated Terms and Conditions.


Prior to commencement of any action or invocation of any dispute resolution procedures (except at DAS’ sole discretion, for Monetary Breach), Notice of default and opportunity to cure must have first been provided, which was then not reasonably cured. If still unresolved, the Parties will resolve such dispute in the following manner: 

  1. If not resolved by good faith negotiations between the parties and/or their designated representatives within thirty (30) calendar days after either party transmits written Notice from the other party setting forth such difference or dispute, any dispute between the Parties shall be escalated to mediation as provided in (b) below.
  2. Upon expiration of the time period in paragraph i) of this Addendum and absent written agreement by the Parties to extend that time period, the Parties shall submit their dispute to any mutually acceptable mediation service located in Tampa, Florida. The Parties will request mediation by providing to the mediation service a joint written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings to occur in Tampa, Florida. 
  3. Each of the Parties acknowledges that a failure to cooperate and participate in the mediation required under this Addendum would cause irreparable harm to the other Party for which monetary damages would not provide an adequate remedy. Accordingly, each of the Parties agrees that if either of the Parties fails to cooperate or participate in the mediation required under this Addendum, then, in addition to any and all other rights and remedies that may be available, the other Party shall be entitled to pursue and obtain equitable, injunctive, and/or interim relief compelling the Party to cooperate and participate in mediation in Tampa, Florida. Such relief may be sought and entered or awarded exclusively in the following venues: a state or federal court located in Tampa, Florida, or during an arbitration initiated as provided in this Addendum. The Parties agree that a Party seeking equitable and/or injunctive relief from a court or an arbitrator under paragraph iii) of this Addendum shall not be required to post any form of bond or security in order to obtain such relief. In any proceeding under paragraph iii) of this Addendum, Client agrees to submit to the jurisdiction of the courts of Florida and agrees that an arbitrator may order Client to appear for mediation in Tampa. Client agrees to mediate in Tampa, Florida, without regard to the merits of the dispute, including the Parties’ claims or amounts at issue. Should either of the Parties pursue and obtain relief awarded by a court or an arbitrator under paragraph iii) of this Addendum, that Party shall be entitled to an award of its reasonable attorneys' fees and expenses incurred obtaining such relief. The Parties agree that the court or arbitrator is authorized to enter an award of such fees and expenses immediately and without awaiting entry of a final order. Relief sought or obtained hereunder shall not limit or otherwise restrict the scope of disputes to be arbitrated. 
  4. If the Parties cannot resolve the dispute for any reason, including, but not limited to, the failure of either of the Parties to agree to comply with the mediation requirement or to agree to any settlement proposed by the mediator, then upon expiration of sixty (60) days from the date on which Notice under paragraph i) of this Addendum above was transmitted, either of the Parties may submit the dispute to be finally settled by arbitration to be held in Tampa, Florida, as provided in paragraphs v) – ix) of this Addendum.
  5. The arbitration will be conducted by one arbitrator. The Parties will attempt to select a single arbitrator by mutual agreement. If they are unable to do so within thirty (30) days after initiating the arbitration proceeding, the Parties may request the appointment of a neutral arbitrator. The arbitration shall be administered by the American Arbitration Association. The rules of arbitration shall be the Commercial Arbitration Rules of the American Arbitration Association, except as modified herein or by any other instructions that the Parties may agree upon at the time, except that each of the Parties shall have the right to conduct discovery in any manner and to the extent authorized by the American Arbitration Association. If there is any conflict between those rules and this Agreement, the provisions of this Agreement shall prevail. No Party will undertake any proceeding designed to divest an arbitrator of jurisdiction.
  6. The arbitrator’s decision shall provide a reasoned basis, including express and detailed findings of fact and conclusions of law on all issues raised at the arbitration for the resolution of each dispute and for any award. The arbitrator shall not have power to award any form of damages in excess of either actual compensatory damages or the contractual damages available under any terms of this Agreement or any other documents; except with respect to statutory damages for non-payment, issuing a worthless check, or otherwise causing payment to DAS to be stopped or returned. In no event shall DAS’s liability exceed any limitation of liability contained in this Agreement or any document between Client and DAS. The arbitrator shall not multiply actual damages or award punitive damages, except that the arbitrator may multiply and/or award statutory damages (including multiplied damages) for non-payment, issuing a worthless check, or otherwise causing payment to DAS to be stopped or returned.
  7. The award rendered by arbitration shall be final and binding upon the parties, and judgment upon the award shall be entered in a state or federal court located in Tampa, Florida, which shall be the sole and exclusive venue for entry of such judgment and any post-judgment proceedings. In connection with such judgment and/or post-judgment proceedings, as set forth in Section 18(a) of the Terms and without regard to choice of law or conflict of law provisions that would result in the application of another law, Florida law shall apply to any dispute under this Addendum. Client agrees to submit to the jurisdiction of the courts of Florida. 
  8. Each of the Parties acknowledges its breach or threatened breach of any of its obligations under this Agreement would cause irreparable harm to the other Party for which monetary damages would not be an adequate remedy. Accordingly, each of the Parties agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to them with respect to such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specifically as determined by the arbitrator without any requirement to post bond. In addition, the arbitrator may, at the request of a Party, order provisional or conservatory measures (including, without limitation, preliminary injunctions to prevent breaches of the Agreement). Nothing in this Addendum will prevent any Party from obtaining relief in the form of provisional or conservatory measures (including, without limitation, preliminary injunctions, specific performance to prevent breaches, and an order compelling arbitration) in a state or federal court located in Tampa, Florida, which shall be the sole and exclusive forum and venue for such relief; provided, however that no Party will undertake any proceeding designed to divest an arbitrator of the arbitrator’s jurisdiction. Client agrees to submit to the jurisdiction of the courts of Florida. 
  9. Waiver of Jury Trial and Class Action and Multi-Party Waiver. THE PARTIES IRREVOCABLY AGREE THAT ALL DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT WILL BE FINALLY AND EXCLUSIVELY SETTLED BY ARBITRATION. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY ARBITRATION UNDER THIS ADDENDUM OR ANY COURT TRIAL (WHETHER BEFORE A JUDGE OR A JURY) WILL TAKE PLACE ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION, OR TO ANY REPRESENTATION AS OR BY A PRIVATE ATTORNEY GENERAL (THE “CLASS ACTION AND MULTI-PARTY WAIVER”). THIS CLASS ACTION AND MULTI-PARTY WAIVER PRECLUDES ANY PARTY FROM SERVING AS A REPRESENTATIVE OR BEING REPRESENTED IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION, AND FROM SERVING AS OR BEING REPRESENTED BY A PRIVATE ATTORNEY GENERAL, REGARDING ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT. REGARDLESS OF ANYTHING ELSE IN THIS ADDENDUM, THE VALIDITY AND EFFECT OF THIS CLASS ACTION AND MULTIPARTY WAIVER MAY BE DETERMINED ONLY BY A COURT AND NOT BY AN ARBITRATOR. THE PARTIES ACKNOWLEDGE THAT THIS CLASS ACTION AND MULTI-PARTY WAIVER IS MATERIAL AND ESSENTIAL TO THE ARBITRATION OF THEIR DISPUTES AND IS NOT SEVERABLE FROM THEIR AGREEMENT TO ARBITRATION. IF THIS CLASS ACTION AND MULTI-PARTY WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING, SUBJECT TO ANY PARTY’S RIGHT TO APPEAL THE LIMITATION OR INVALIDATION OF THIS CLASS ACTION AND MULTI-PARTY WAIVER. THE PARTIES ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED.