FreeForYou.com™ | Individual Arbitration Agreement and Dispute Resolution Policy

FreeForYou.com™

Individual Arbitration Agreement and Dispute Resolution Policy

Survival: This Individual Arbitration Agreement & Dispute Resolution Policy will survive termination of

the Agreement.

The Agreement: The contract between FFY LLC d/b/a FreeForYou.com (hereafter “FreeForYou.com”) and

each Independent Rep. The Agreement is comprised of: 1) the Independent Rep Application & Agreement;

2) the Policies & Procedures; 3) the FreeForYou.com Merchant Services Marketing Terms & Conditions; 4)

this Individual Arbitration Agreement & Dispute Resolution Policy; 5) The Business Entity Addendum

(applicable only to Independent Reps that operate as a Business Entity; 6) the ESIGN Consent; and 7) the

FreeForYou.com Compensation Plan, each in their current forms and as modified in the future.

1. Mediation

Prior to instituting any arbitration as provided herein, the parties shall seek to resolve the dispute through

mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to

the other party within 10 calendar days after the negotiation phase is completed. The parties shall have

10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot

agree on a mutually acceptable mediator within such timeframe, they shall apply to Judicial Arbitration

and Mediation Services (JAMS) to have a neutral mediator appointed.

Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or

appointed or as otherwise agreed upon by the parties and the mediator. Mediation shall take place

telephonically or by videoconference. The parties shall split the mediator’s fees equally.

Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days

following the completion of the meeting between the mediator and the parties.

2. Individual Arbitration Agreement

THIS INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER AFFECTS HOW ANY DISPUTE

OF WHATEVER NATURE ARISING BETWEEN INDEPENDENT REP, ON THE ONE HAND, AND

FREEFORYOU.COM AND/OR THE RELATED PARTIES, ON THE OTHER, SHALL BE RESOLVED. EXCEPT AS

EXPRESSLY PROVIDED HEREIN, TO PROMOTE TO THE FULLEST EXTENT REASONABLY POSSIBLE A

MUTUALLY AMICABLE RESOLUTION OF DISPUTES IN A TIMELY, EFFICIENT, AND COST-EFFECTIVE MANNER,

THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OR ANY COURT.

Separate and Distinct Agreement: Independent Rep and FreeForYou.com (each, together with, as

applicable, each of the Related Parties, a “Party” and collectively, the “Parties”) understand and agree

that this Individual Arbitration Agreement operates as a separate and distinct agreement between the

Parties that is severable from the remainder or the Agreement and is enforceable regardless of the

enforceability of any other provision of the Agreement. The Parties further understand and agree that the

unenforceability of the Agreement in whole or in part shall not support a finding that this Individual

Arbitration Agreement is unenforceable. Consideration for this Individual Arbitration Agreement

includes, without limitation, the Parties’ mutual agreement to arbitrate Disputes.

Amendment: Notwithstanding anything to the contrary in the Agreement, any amendment by

FreeForYou.com to this Individual Arbitration Agreement shall take effect only upon an Independent

Rep’s express agreement to such amendment. An Independent Rep may indicate agreement to such

proposed amendment by following the instructions accompanying the proposed amendment.

FreeForYou.com may terminate the Agreement of any Independent Rep who does not agree to a

proposed amendment to the Individual Arbitration Agreement within thirty (30) days after notice of the

amendment is provided. Any such amendment shall apply to all claims or other Disputes brought by the

Independent Rep or FreeForYou.com on or after the effective date of the amendment, regardless of the

date of occurrence or accrual of any facts underlying such claims or Disputes.

Related Parties: Although the Agreement is made and entered into between Independent Rep and

FreeForYou.com, FreeForYou.com’s and Independent Rep’s affiliates, owners, members, managers,

directors, and employees (the “Related Parties”) are intended third-party beneficiaries of the Agreement

for purposes of the provisions of the Agreement referring specifically to them, including but not limited

to this Individual Arbitration Agreement.

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 Independent

Rep and FreeForYou.com, and the Parties further acknowledge that nothing contained herein shall be

argued by any of them to constitute any waiver by the Related Parties of any defense that Related Parties

may otherwise have concerning whether they can properly be made a party to any Dispute between the

Parties.

Severance of Invalid Provisions: If any provision of this Individual Arbitration Agreement, in its current

form or as may be amended, is found to be invalid or unenforceable for any reason, such provision shall

be severed, and the severed provision shall be reformed only to the extent necessary to make it

enforceable. The balance of the Individual Arbitration Agreement will remain in full force and effect.

Arbitration Agreement and Class Action Waiver: Except as otherwise provided herein, any controversy,

claim or dispute of whatever nature arising between Independent Rep, on the one hand, and

FreeForYou.com and/or the Related Parties, on the other, including but not limited to those arising out of

or relating to the Agreement or the breach thereof; the sale, purchase or use of FreeForYou.com products

or services; or the commercial, economic or other relationship of the Parties, whether such claim is based

on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or

otherwise (“Dispute”) shall be settled through binding arbitration as provided herein.

Expect as provided herein, all Disputes shall be submitted for resolution to binding arbitration in Laramie,

Wyoming in accordance with the rules of the Judicial Arbitration and Mediation Services (JAMS) and this

Individual Arbitration Agreement, which shall control in the event of any conflict, unless the laws of the

state or province in which the Independent Rep resides expressly require otherwise. The JAMS rules and

procedures are available at jamsadr.com. Copies of the JAMS rules and procedures will also be emailed to

Independent Reps upon request to the FreeForYou.com Compliance Department

(compliance@freeforyou.com).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES (INCLUDING THE RELATED

PARTIES) AGREE THAT EACH PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM IN THAT PARTY’S

INDIVIDUAL CAPACITY ONLY AND NOT AS A CLAIMANT, PLAINTIFF, OR CLASS MEMBER IN ANY

PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE ARBITRATOR(S) SHALL

HAVE NO AUTHORITY TO HEAR THE PARTIES’ DISPUTES ON A CLASS, COLLECTIVE, CONSOLIDATED,

MASS, OR REPRESENTATIVE BASIS AND, ACCORDINLY, THE ARBITRATOR(S) MAY NOT CONSOLIDATE

MORE THAN ONE PERSON’S DISPUTES AND MAY NOT OTHERWISE PRESIDE OVER ANY PROCEEDING ON

A NON-INDIVIDUAL BASIS EXCEPT WITH THE WRITTEN CONSENT OF ALL PARTIES TO AN ARBITRATION

PROCEEDING.

TO THE EXTENT THAT WAIVER OF THE RIGHT TO HAVE ANY CLAIM OR COUNTERCLAIM HEARD ON A

REPRESENTATIVE BASIS IS NOT PERMITTED BY LAW, THE PARTIES AGREE THAT SUCH CLAIMS SHALL BE

STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL DISPUTES IN ARBITRATION. THE PARTIES

FURTHER AGREE THAT IF SUCH A STAY IS LIFTED, UNLESS PROHIBITED BY APPLICABLE LAW, SUCH

CLAIMS SHALL BE LITIGATED IN ACCORDANCE WITH THE GOVERNING LAW, JURISDICTION, AND VENUE

PROVISION FOUND IN SECTION 4.

Arbitration Procedures: Notwithstanding the rules of JAMS, the following will apply to all arbitration

actions:

● The Parties agree that time is of the essence.

● The arbitration will be conducted in English (with appropriate translators as may be necessary).

● The Federal Rules of Evidence will apply in all cases.

● The Parties will be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil

Procedure.

● The Parties will be allotted equal time to present their respective cases, including cross-examinations.

● The decision of the arbitrator will be final and binding on the Parties and may, if necessary, be reduced

to a judgment in a court of law, except that a Party may choose to appeal certain arbitration awards

as described below. Any motion or action to confirm, vacate, modify, or otherwise enter judgment on

the award shall comply with the provisions of this Individual Arbitration Agreement and Dispute

Resolution Policy. Further, to the fullest extent allowed by law, any Party seeking to enforce an award

of an arbitrator(s) shall submit the award under seal to maintain protections of Confidential

Information, and the Parties hereby agree and consent to the filing of such a submission, motion, or

order under seal.

● The arbitrator(s) will have no authority to award punitive damages, except where an applicable law

or statute expressly require otherwise.

Notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in

controversy. For Disputes in which the amount in controversy is less than $1,000,000.00 (one million

dollars), the following procedures will apply absent mutual agreement of the Parties to the contrary:

● The arbitration will occur within 180 days from the date on which the arbitrator is appointed, and the

final hearing will last no more than five business days.

● There will be one arbitrator selected from the roster of JAMS neutrals, using the JAMS rules for

arbitrator selection.

● The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and

disclosure of information will be conducted under the rules provided by JAMS to achieve the usual

goals of arbitration, including cost effective and efficient resolution of disputes between parties, but

in no event shall the Parties be entitled to discovery rights greater than provided by the Federal Rules

of Civil Procedure.

For controversies and claims in which the amount in controversy is equal to or exceeds $1,000,000.00,

the following procedures will apply absent mutual agreement of the Parties to the contrary:

● There will be three arbitrators selected from the roster of JAMS neutrals, using the JAMS rules for

arbitrator selection.

● The Parties will be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.

● The Parties will be entitled to appeal any arbitration award to an Appeal Panel under the JAMS

Optional Arbitration Appeal Procedures. The Parties agree to request oral argument for any appeal

filed under the Optional Arbitration Appeal Procedures.

Except as provided herein, the arbitrator(s) shall have the exclusive power to determine and rule upon

challenges to the arbitrator’s jurisdiction to preside over the Dispute, including any objections with

respect to the existence, scope, or validity of this Individual Arbitration Agreement and/or to the

arbitrability of any Dispute. The arbitrator or arbitral panel shall not have the authority to determine

whether the arbitration can proceed on behalf of or against a class.

Protection of Confidential Information: The Parties understand and agree that FreeForYou.com has

valuable trade secrets and Confidential Information, as defined in the Policies & Procedures. The Parties

agree to take all necessary steps to protect from public disclosure such trade secrets and Confidential

Information in any proceeding brought pursuant to this Individual Arbitration Agreement.

Costs of Arbitration and Attorney’s Fees and Costs: The Parties will share equally the administrative costs

of arbitration and the arbitrator’s fee unless doing so imposes a burden on the Independent Rep that

effectively prohibits the Independent Rep from participating in the arbitration, in which case the arbitrator

shall have the discretion to apportion responsibility for paying the administrative costs and the arbitrator’s

fee. Both Parties will have the right to be represented by counsel throughout the arbitration process and

will be responsible for paying their own attorneys’ fees during that process. The arbitrator shall make an

award of attorneys’ fees and costs as follows: (i) in an action to enforce the Agreement by either Party,

the prevailing Party shall be entitled to an award of its reasonable attorneys’ fees and all costs of

arbitration; and (ii) in any action where attorneys’ fees and/or costs may be awarded to the prevailing

Party under applicable law, the arbitrator may do so just as a district judge would have the authority to

do so.

Temporary Injunctive and Enforcement Relief: Except as provided below, no Party shall be entitled to

commence or maintain any action in a court of law upon any matter in dispute until such matter has been

submitted and determined as provided here, and then only for the enforcement of such arbitration award.

Notwithstanding this Individual Arbitration Agreement, any Party may apply to a court of competent

jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order or

temporary or preliminary injunction to ensure that the relief sought in arbitration is not rendered

ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding. In

particular, and without limitation, Independent Rep acknowledges that Sections 34, 35, 36, and 37 of the

Policies & Procedures related to Nonsolicitation, Confidential Information, Company Contacts, and Non-

Circumvention are reasonable and necessary to protect the legitimate interests of FreeForYou.com.

Independent Rep further acknowledges that his or her breach of such provisions and covenants would

cause FreeForYou.com irreparable harm, the amount and extent of which would be very difficult to

estimate or ascertain, and for which FreeForYou.com may have no adequate remedy at law. Therefore,

Independent Rep agrees that FreeForYou.com shall be entitled to obtain preliminary injunctive relief, a

temporary restraining order, specific performance, or such other equitable relief as may be required to

prevent the Independent Rep from breaching or threatening to breach such provisions and covenants

without any requirement to post a bond or other security, and without any requirement to prove actual

damages or that monetary damages will not afford an adequate remedy. Independent Rep agrees that

Independent Rep will not oppose or otherwise challenge the appropriateness of equitable relief or the

entry by a court of competent jurisdiction of an order granting equitable relief. Furthermore,

notwithstanding anything to the contrary herein, to the extent a Party contests the jurisdiction of a state

or federal court to preside over claims for a temporary restraining order or temporary or preliminary

injunctive relief as described above, the court in which such claim is made shall have exclusive jurisdiction

to determine whether it has jurisdiction to preside and rule upon a Party’s request for the court to issue

a temporary restraining order or temporary or preliminary injunction. The institution of any action shall

not constitute a waiver of the right or obligation of any Party to submit any claim seeking relief other than

that provided in this paragraph to arbitration.

3. Small Claims

Notwithstanding the foregoing Individual Arbitration Agreement in Section 2 above, claims that are within

the jurisdictional limit of the small claims court in the jurisdiction in which the Independent Rep resides

may be, but need not be, resolved through confidential binding arbitration. Such claims may be initiated

in the small claims court of the jurisdiction in which the Independent Rep resides.

4. Governing Law and Jurisdiction

Except as provided herein, and to the fullest extent permitted under applicable law, jurisdiction and venue

of any other matter or Dispute not subject to arbitration shall reside exclusively in Laramie County,

Wyoming.

Except as provided herein, and to the fullest extent permitted under applicable law, the Agreement is to

be construed in accordance with and governed by the laws of the State of Wyoming, without regard to its

choice of law principles, except that, as applicable, the Federal Arbitration Act (“FAA”) shall govern the

arbitration and Individual Arbitration Agreement without giving effect to any state law to the contrary.

For Independent Reps residing in Louisiana, mediation and arbitration proceedings shall be held in Baton

Rouge, Louisiana and the Agreement shall be construed in accordance with and governed by the laws of

the State of Louisiana, except that, as applicable, the Federal Arbitration Act (“FAA”) shall govern the

arbitration and Individual Arbitration Agreement without giving effect to any Louisiana law to the

contrary.

5. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES (INCLUDING THE RELATED PARTIES) AGREE

THAT EACH PARTY MAY BRING CLAIMS AND DISPUTES AGAINST THE OTHER PARTY ONLY IN AN

INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,

REPRESENTATIVE, OR COLLECTIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, SUCH

PROCEEDINGS BROUGHT IN FEDERAL OR STATE COURT. IF AN ACTION IS BROUGHT IN SMALL CLAIMS

COURT INSTEAD OF ARBITRATION, THE PARTIES AGREE THAT THE MATTER SHALL REMAIN IN SMALL

CLAIMS COURT AND SHALL ADVANCE ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE)

BASIS.

6. Damages for Wrongful Termination

In any case which arises from or relates to the wrongful termination of an Independent Rep’s Agreement

and/or independent business, the parties agree that the Independent’s Rep’s sole and exclusive remedy

shall consist of the following:

● Independent Rep shall be immediately reinstated as an Independent Rep at the rank that he or she

held immediately prior to the termination of the Agreement.

● Any commissions or bonuses that were withheld from the Independent Rep during the period of time

that he or she was terminated and that may have been withheld prior to the termination shall be paid

to the Independent Rep within 30 days of the reinstatement.

● Notwithstanding the provisions of section 8 below, the Company shall reimburse the Independent

Rep for his or her reasonable attorney’s fees and costs of the arbitration.

7. Damage Waiver

In any action arising from or relating to the Agreement, the parties waive all claims for consequential,

indirect, incidental, special, exemplary, punitive, or enhanced damages, or lost profits or revenues,

arising out of, relating to, or in connection with any beach of the Agreement, regardless of (a) whether

such damages were foreseeable, (b) whether or not the breaching party was advised of the possibility

of such damages, or (c) the legal or equitable theory (contract, tort, warranty or otherwise) upon which

the claim is based. The parties further waive all claims to exemplary and punitive damages.

8. Attorney’s Fees & Costs

Each party to a dispute shall bear its own attorney’s fees and costs.

I acknowledge that I have read, understand, and agree to the FreeForYou.com Individual Arbitration

Agreement and Dispute Resolution Policy.

Name: ___________________________ SSN/EIN: ________________________

Address: ______________________________ Title: ____________________________

City, State, ZIP: ____________________________ Signature: _______________________

Authorized Signer (Name): ________________________ Date: ___________________________