Onfido operates in interstate commerce and this arbitration agreement (“Agreement”) is a contract evidencing a transaction involving commerce that is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1 et seq. This Agreement contains the rules and procedures that you and Onfido must follow to resolve a Dispute (as defined below). Please read this Agreement carefully.
I. What Is Arbitration?
Arbitration is a way to get speedy and relatively inexpensive resolution of disputes by submitting them to an arbitrator instead of the ordinary process of filing a lawsuit in a court of law. Arbitration uses a neutral, trained arbitrator to resolve the dispute instead of a judge and jury. By agreeing to resolve Disputes exclusively through binding arbitration, you and Onfido agree that you and Onfido are waiving the right to a trial in a court with a judge or jury. Arbitration is binding — that is, the arbitrator's decision is final.
You and Onfido agree that arbitration of disputes is a valuable benefit, the existence of which is a significant inducement for you to accept these Terms and to use the Services.
II. What Is Covered?
This Agreement also covers any Dispute between you and any officer, director, board member, agent, employee, or affiliate of Onfido, if Onfido could be liable, directly or indirectly, for such Dispute.
If the parties have more than one Dispute between them, you and we agree to assert all such Disputes in a single arbitration so they may be resolved at the same time.
The Agreement does not prevent either you or Onfido from seeking emergency or temporary injunctive relief, such as a preliminary injunction or a temporary restraining order, which is sought strictly in aid of or to preserve an arbitrator's jurisdiction and ability to conduct a meaningful arbitration of your Disputes under the Agreement.
The Agreement does not prevent you or Onfido from filing a claim or charge with an administrative agency. Additionally, you will not be retaliated against for challenging the validity of the Agreement.
Nothing contained in this Agreement shall be construed to prevent or excuse you from first using Onfido’s existing internal procedures for resolution of complaints before seeking arbitration, and this Agreement is not intended to be a substitute for the utilization of such procedures.
For claims under the jurisdiction of federal, state, or local government agencies, you may initiate the arbitration process only after you have exhausted all required administrative remedies for claims that require such remedies.
III. Claims May Be Brought in an Individual Capacity Only
You and Onfido agree that you and Onfido will not: (1) file, join, opt-into, consent to, intervene in, or otherwise become a party in any lawsuit or court case that relates in any way to a Dispute, or (2) file, join, opt-into, consent to, intervene in, or otherwise become a party in any lawsuit, court case, or arbitration that is brought on a class, collective, representative, or aggregate basis that in any way relates to a Dispute. The parties do not agree to arbitrate any Dispute on a class, collective, representative, or aggregate basis.
YOU MAY BRING LEGAL CLAIMS AGAINST ONFIDO ONLY IN YOUR INDIVIDUAL CAPACITY (NON-CLASS, NON-COLLECTIVE, NON-REPRESENTATIVE, AND NON-AGGREGATE BASIS).
THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR AGGREGATE BASIS.
THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS ON MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE AUTHORIZE OR PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, REPRESENTATIVE OR AGGREGATE PROCEEDING.
Claims of two or more persons or entities may not be joined or consolidated in the same arbitration because the arbitrator may only hear individual claims and does not have the authority to hear claims on a class, collective, representative, or aggregate basis, or to award relief to anyone other than you and/or Onfido in a single arbitration. Notwithstanding any other clause contained in this Agreement, this Section III shall not be severable from the Agreement in any case in which the Dispute is brought as a class, collective, representative, or aggregate action.
Notwithstanding any other clause contained in this Agreement, any challenge to the validity of Section III may be determined only by a court of competent jurisdiction and not by an arbitrator.
IV. How Does Arbitration Work?
In order to raise a Dispute:
Step 1. If you want to raise a Dispute, you must submit a “Notice of Dispute” with any supporting documents or other information by email to email@example.com. The “Notice of Dispute” must be in writing and include your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us. If Onfido wants to raise a Dispute, Onfido must send a “Notice of Dispute” to your last known address and/or email address. Once a party receives a Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding as described below.
Step 2. Arbitration. You and Onfido agree that arbitration will be the sole and exclusive remedy to resolve any Dispute between us. The Federal Arbitration Act applies to this Agreement. By agreeing to arbitrate, you and we are giving up the right to litigate (or participate in as a party or class member) any and all Disputes in a court before a judge or jury. Instead, a neutral arbitrator will resolve all Disputes. The American Arbitration Association or any successor thereof (“AAA”) will administer the arbitration using the AAA Consumer Arbitration Rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this Agreement, this Agreement will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 1-800-778-7879 or by visiting www.adr.org. The AAA Rules are subject to modification by AAA from time to time and the parties are responsible for reviewing the rules periodically. Procedures not addressed by this Agreement or the AAA Rules will be resolved by agreement of the parties. If the parties are unable to agree, the procedural issue will be determined by the arbitrator. All statutes of limitation that would apply if the controversy were resolved in court shall be applied and enforced by the arbitrator. The award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.
Enforcement. Other than a challenge to the validity of Section III of this Agreement, any dispute over this Agreement – the way it was formed, its applicability, meaning, enforceability, waiver of the right or obligation to arbitrate, or any claim that all or part of this Agreement is void or voidable – is subject to arbitration under this Agreement. You or we may bring a motion in court to compel arbitration under this Agreement or to dismiss any lawsuit seeking to resolve Disputes that are covered by this Agreement. In addition, either you or Onfido may bring an action in court to enforce an arbitration award.
Complete Agreement. This Agreement is the full and complete agreement relating to the formal resolution of Disputes.
Severability. Except as stated above in Section III, in the event any portion of this Agreement is deemed invalid, void, or unenforceable, the remainder of this Agreement will be valid and enforceable.
No Modification. Notwithstanding any other provision in these Terms, this Agreement cannot be modified except in writing agreed to by both parties.
YOU SHOULD READ THE PROVISIONS OF THIS AGREEMENT CAREFULLY, AS IT PROVIDES THAT VIRTUALLY ANY DISPUTE RELATED TO ONFIDO MAY BE RESOLVED ONLY THROUGH BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR AGGREGATE ACTION OR SIMILAR PROCEEDING.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND READ OR HAVE HAD THE OPPORTUNITY TO READ THIS ARBITRATION AGREEMENT. YOU UNDERSTAND THAT THIS ARBITRATION AGREEMENT REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT.
YOU AGREE THAT YOU INTEND TO BE BOUND BY THE AGREEMENT AND SPECIFICALLY THE ARBITRATION PROVISIONS SET FORTH ABOVE.