Dispute Resolution Policy.

1. DISPUTES.

We will always use our best efforts to resolve any Dispute with you arising out of or in connection with any Beplace Agreement according to this Beplace Policy, and you agree to do the same with any such Dispute with us.

 

2. NEGOTIATION.

Both you and Beplace agree to first attempt to settle such Dispute by good-faith negotiation and mutual agreement. You agree to contact Beplace using the listed email address at https://beplace.co/support/contacts and we agree to contact you at your Registered Email Address. If you or Beplace have not resolved any such Dispute within thirty (30) days after the first communication was received by the complaining Party (or any other time frame indicated to you by Beplace) then you (or Beplace) agree to resolve any such Dispute according to the following procedure.

 

3. MEDIATION.

Both you and Beplace agree to attempt to settle such Dispute through a non-binding mediation proceeding if and only if such Dispute has not been resolved by negotiation. You further agree that Beplace may elect, in its sole and absolute discretion, to forgo any mediation, in part or in whole and prior to or during any mediation; upon such election, Beplace may require the resolution of any and/or all Disputes to be settled in accordance with an arbitration proceeding.

 

3.1 Rules.

Mediation proceedings must be conducted in accordance with the Commercial Mediation Rules in effect on the date the notice of mediation was served, other than as specifically modified herein, and will be non-binding on the Parties thereto.

 

3.2 Notice.

Either you or Beplace may commence a mediation proceeding by serving written notice thereof to the other Parties, by mail and email, designating the issue(s) to be mediated and the specific provisions of the Beplace Agreement under which such issue(s) and Dispute arose. The initiating Party will simultaneously file two copies of the notice with the AAA, along with a copy of any and all applicable Beplace Agreements. 

 

Furthermore, if Beplace elects to forgo any mediation, in part or in whole, then Beplace will provide notice of such election to you by email to your Registered Email Address. 

 

3.3 Participation.

A Party may withdraw from the Dispute by signing an agreement to be bound by the results of the mediation, to the extent the mediation results are accepted by the other Parties as provided herein. A Party who withdraws will not have any further right to participate in the Dispute.

 

3.4 Mediators.

The Parties will select one (1) Mediator. If a Mediator has not been selected within ten (10) business days thereafter, then a Mediator will be selected by the AAA in accordance with the Commercial Mediation Rules, other than as specifically modified herein.

 

3.5 Disqualifications.

Any and all Mediators who are selected will disclose promptly to the AAA and to the Parties any financial or personal interest any of them may have in the result of the mediation and/or any other prior or current relationship, or expected or discussed future relationship, with the Parties or their representatives. For the avoidance of doubt, any and all such disclosures will permanently disqualify and bar the Mediator from acting as a Mediator in the Dispute.

 

3.6 Place.

The mediation proceeding will be held in the city that is a Beplace Premises, or if Beplace elects otherwise, at such other place as agreed by the Mediator and all of the Parties.

 

3.7 Proceedings.

The Parties may submit to the Mediator, no later than ten (10) business days prior to the first scheduled session, a brief memorandum in support of their position. The Mediator will schedule sessions, as necessary, for the presentation by all Parties of their respective positions, which, at the option of the Mediator, may be heard by the Mediator jointly or in private, without any other Parties present.

 

3.8 Settlement.

Except as provided in any Beplace Agreement, the Mediator will make written recommendations for settlement in respect of the Dispute, including apportionment of the Mediator’s fee, within ten (10) business days of the last scheduled session. If any Party involved is not satisfied with the recommendation for settlement, they may commence an arbitration proceeding.

 

4. ARBITRATION.

Both you and Beplace agree that in the event either you or we are not satisfied with the results of any mediation (or if Beplace elects to forgo mediation), then any unresolved Disputes will be finally settled in accordance with an arbitration proceeding. In any event, the results of any mediation proceeding will not be admissible in any arbitration or judicial proceeding.

 

4.1 Rules.

Arbitration proceedings must be conducted under the Commercial Arbitration Rules, other than as specifically modified herein.

 

4.2 Notice.

Any Party who was involved in and was not satisfied with the recommendation for settlement resulting from mediation proceedings may commence an arbitration proceeding by serving written notice thereof to the other Parties, by mail or otherwise, designating the issue(s) to be arbitrated and the specific provisions of the Beplace Agreement under which such issue(s) and Dispute arose. The initiating Party will simultaneously file two copies of the notice with the AAA, along with a copy of any and all applicable Beplace Agreements.

 

4.3 Participation.

A Party may withdraw from the Dispute by signing an agreement to be bound by the results of the arbitration. A Party who withdraws will not have any further right to participate in the Dispute.

 

4.4 Arbitrators.

The arbitration panel must consist of three (3) Arbitrators, where:

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• one Arbitrator will be appointed by the initiating Party;

• one Arbitrator will be appointed by Beplace if you are the initiating Party, or by the other Party if the initiating Party is Beplace; and

• one Arbitrator will be appointed by the agreement of the two Party-appointed Arbitrators.

 

If the initiating Party (or the other Party) has not appointed an Arbitrator within twenty (20) business days of receipt by any of them of the request for arbitration, then the AAA will appoint such Arbitrator in accordance with the Commercial Arbitration Rules, other than as specifically modified herein.

 

If the two Party-appointed Arbitrators have not appointed an Arbitrator within fourteen (14) business days of the appointment of the second Arbitrator, then the AAA will appoint such Arbitrator in accordance with the Commercial Arbitration Rules, other than as specifically modified herein. 

 

4.5 Disqualifications.

Any and all Arbitrators who are selected will disclose promptly to the AAA and to the Parties any financial or personal interest any of them may have in the result of the arbitration and/or any other prior or current relationship, or expected or discussed future relationship, with the Parties or their representatives. For the avoidance of doubt, any and all such disclosures will permanently disqualify and bar the Arbitrator from acting as an Arbitrator in the Dispute.

 

4.6 Time and Place.

The arbitration proceeding will be held in the city that is a Beplace Premises, or if Beplace elects otherwise, at such other place as agreed by the Arbitrators and all of the Parties. The Parties agree, unless undue hardship exists, to conduct arbitration hearings to the greatest extent possible on consecutive business days and to strictly observe time periods established by the Commercial Arbitration Rules or by the Arbitrators for the submission of evidence and of briefs.

 

4.7 Proceedings.

The Arbitrators will promptly conduct proceedings to resolve the Dispute in question pursuant to the then-existing Commercial Arbitration Rules. To the extent any provisions of the Commercial Arbitration Rules conflict with any provision of this Section, the provisions of this Section will control. Discovery will not be permitted in such arbitration except as allowed by the Commercial Arbitration Rules, or as otherwise agreed to by all the Parties of the Dispute. Notwithstanding, the Parties agree to make available to one another and to the Arbitrators, for inspection and photocopying, all documents, books and records, if determined by the arbitration panel to be relevant to the Dispute, and by making available to one another and to the arbitration panel personnel directly or indirectly under their control, for testimony during hearings if determined by the arbitration panel to be relevant to the Dispute. Unless otherwise agreed to by the Parties, a stenographic record of the arbitration proceedings may be made and a transcript thereof may be ordered for each Party, with each Party paying an equal portion of the total cost of such recording and transcription. The Arbitrators may have all powers of law and equity, which they can lawfully assume, necessary to resolve the issues in Dispute including, without limiting the generality of the foregoing, making awards of compensatory damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the production of documents and witnesses for presentation at the arbitration hearings on the merits of the case. The arbitration panel will not have or exercise any power to act as amicable compositeur or ex aequo et bono; or to award special, indirect, consequential or punitive damages.

 

4.8 Decision.

The Law will govern in interpreting their respective rights, obligations and liabilities arising out of or related to the transactions provided for or contemplated by the Beplace Agreements, including without limitation, the validity, construction and performance of all or any portion of the Beplace Agreements, and the applicable remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded, but such governing law will not include the law pertaining to conflicts or choice of laws; provided however, that should the Parties refer a Dispute arising out of or in connection with an ancillary agreement or an agreement between some or all of the Parties which specifically references this Article, then the statutory, case law and common law of the State whose law governs such agreement (except the law pertaining to conflicts or choice of law) may govern in interpreting the respective rights, obligations and liabilities of the Parties arising out of or related to the transactions provided for or contemplated by such agreement, including, without limitation, the validity, construction and performance of all or any portion of such agreement, and the applicable remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded. In any final award and/or order, the Arbitrators will apportion all the costs (except as provided in the Beplace Agreements) incurred in conducting the arbitration in accordance with what the Arbitrators deem just and equitable under the circumstances. The decision of the arbitration panel will be in written form and state the reasons upon which it is based. Any action or proceeding subsequent to any award rendered by the arbitration panel in the Dispute, including, but not limited to, any action to confirm, vacate, modify, challenge or enforce the arbitration panel's decision or award may be filed in a court of competent jurisdiction in the same county where the arbitration of the Dispute was conducted, and the Law will apply in any such subsequent action or proceeding.

 

5. ELECTRONIC PARTICIPATION.

You and Beplace may participate in any meeting by means of a live video conference, conference telephone or similar communications equipment (subject to any guidelines, and security standards and protocols, as may be required by Beplace) by means of which all persons participating in the meeting can hear each other at the same time and participation by such means may constitute presence in person at a meeting.