Governing Law

This Agreement is to be construed in accordance with and governed by the laws of the State of California, without regard to its choice of law principles, and the Federal Arbitration Act shall govern the Dispute Resolution Agreement and the Dispute Resolution Agreement shall govern the Policies and Procedures and the Affiliate Agreement without giving effect to any state law to the contrary.

Time Limitation

If an Affiliate wishes to bring an action against Company for any act or omission relating to or arising from this Agreement, such action must be brought within one (1) year from the date of the alleged conduct first giving rise to the cause of action. The Affiliate waives all claims that any other statutes of limitations apply.

Liquidated Damages

In any case which arises from or relates to the wrongful termination of the Agreement and/or an Affiliate's business, Company and the Affiliate agree that damages will be extremely difficult to ascertain. Therefore, the Company and the Affiliate stipulate that if the involuntary termination of the Agreement and/or loss of Affiliate's Company business is proven and held to be wrongful under any theory of law, the Affiliate's sole remedy will be liquidated damages calculated as follows:

In any action arising from or relating to the Agreement, the Company business, or the relationship between the Company and an Affiliate, both Parties waive all claims for incidental and/or consequential damages, even if the other Party has been apprised of the likelihood of such damage. The Company and Affiliate further waive all claims to exemplary and punitive damages, except where such waiver would be prohibited by applicable law.

B. Negotiation and Mediation

If a Dispute arises, the Parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the Parties involved in the Dispute may initiate negotiation by providing notice (the "Dispute Notice") to each involved Party setting forth the subject of the Dispute and the relief sought by the Party providing the Dispute Notice and designating a representative who has full authority to negotiate and settle the Dispute.

Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient's position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute.

Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the Parties shall confer either in person at a mutually acceptable time and place or by telephone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute.

At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any Party may submit the Dispute to the Judicial Arbitration and Mediation, Inc. ("JAMS") for mediation by providing notice of such request to all other concerned Parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS.

In such case, the Parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, which shall occur within forty-five (45) days of the mediation request unless otherwise agreed by the Parties or extended by the mediator. The Parties shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone or video call, in accordance with the then-prevailing JAMS's mediation procedures and this Dispute Resolution Agreement, the latter of which shall control.

C. Arbitration

Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes in excess of two million dollars ($2,000,000 USD), a panel of three arbitrators, in Santa Barbara County, California in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS.

No Party may commence arbitration with respect to any Dispute unless that Party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no Party shall be obligated to continue to participate in negotiation or mediation if the Parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any Party or such longer period as may be agreed by the Parties.

Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as an arbitrator in the case. The Parties understand and agree that if the arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of Liability or Liquidated Damages provisions, such award exceeds the scope of the arbitrator's or the arbitral panel's authority, and any Party may seek a review of the award in the exclusive jurisdiction and venue of the courts in Santa Barbara County, California.

E. Mass Arbitration Process Requirements

If twenty-five (25) or more similar Disputes are asserted against Company at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Dispute is one such Dispute), you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following process, which unless otherwise stated in this paragraph provides additional requirements for arbitration and does not supplant the foregoing dispute resolution provisions.

First Batching Process

Twenty (20) Disputes shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Company. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any JAMS fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings.

If the parties are unable to resolve the remaining Disputes after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Company will pay the mediator's fee.

Second Batching Process

If the parties are unable to resolve the remaining Disputes through mediation at this time, then forty (40) Disputes shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Company. (If there are fewer than forty (40) Disputes remaining, all shall proceed.)

The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any JAMS fees be assessed in connection with those Disputes until they are selected to proceed. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise.

Ongoing Process

If the parties are unable to resolve the remaining Disputes after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Company will pay the mediator's fee. If the parties are unable to resolve the remaining Disputes in mediation at this time, this staged process shall continue with no more than one hundred (100) Disputes proceeding at any time in a staged order that is selected randomly or by JAMS, until all the coordinated Disputes, including your Dispute, are adjudicated or otherwise resolved.

At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on your Disputes and filing fee deadlines shall be tolled for claims subject to this section from the time Disputes are selected for the first set of batching proceedings until the time your Dispute is selected to proceed in arbitration, withdrawn, or otherwise resolved.

A court of competent jurisdiction shall have authority to enforce this section and, if necessary, to enjoin the filing or prosecution of arbitration demands against Company. Should a court of competent jurisdiction decline to enforce these "Mass Arbitration Process Requirements," you and we agree that your and our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the JAMS to address reductions in arbitration fees.

F. Third-Party Beneficiaries

Although the Affiliate Agreement is made and entered into between Affiliate and Company, Related Parties are intended third-party beneficiaries of the Affiliate Agreement for purposes of the provisions of the Affiliate Agreement referring specifically to them, including this agreement to negotiate, mediate and arbitrate.

The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between Affiliate and Company, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties.

G. Costs and Fees

To the fullest extent allowed by law:

• The costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all Parties acting with the consent of the Parties to facilitate settlement, shall be shared in equal measure by Affiliate, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that Company bear any costs unique to arbitration (which Company shall bear); and
• The arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority, the court, shall award reasonable costs and attorneys' fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or costs that override this provision, then that statute or rule shall apply.

H. Injunctive Relief

Nothing herein shall prevent Company from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Company's interests prior to, during, or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

I. Specific Performance and Jurisdiction

Any Party may seek specific performance of this Section, and any Party may seek to compel each other Party to comply with this Section by petition to any court of competent jurisdiction.

For purposes of any provisional or equitable relief sought under this Section, the Parties consent to exclusive jurisdiction and venue in the courts in Santa Barbara County, California or the United States District Court for the Northern District of California.

The pendency of mediation or arbitration shall not preclude a Party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the Parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.

Confidentiality

The Parties, their respective agents and attorneys, and the arbitrator shall maintain the confidentiality of the arbitration proceedings and shall not disclose to any third party:

• The substance of, facts underlying, or basis for, the controversy, dispute, or claim;
• The substance or content of any settlement offer or settlement discussions or offers associated with the dispute;
• The pleadings, the content of any pleadings, and exhibits to the pleadings, filed in any arbitration proceeding;
• The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
• The terms or amount of any arbitration award;
• The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

Additional Arbitration Guidelines

Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

• The Federal Rules of Evidence shall apply;
• The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
• The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
• The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of California, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement;
• The Parties shall be allotted equal time to present their respective cases;
• In no event shall arbitration proceedings last more than five (5) days.

Contact Information

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