Arbitration Agreement & Class Action Waiver

1. Agreement to Arbitrate

1.1 Scope

You and ZT Nation, LLC ("ZT Nation") agree that any dispute, claim, or controversy arising out of or relating to: (a) these Terms of Service or any prior versions; (b) the Platform or any services provided through the Platform; (c) any interactions between you and ZT Nation; (d) any interactions between you and other users of the Platform facilitated by ZT Nation; or (e) any data or personal information collected or processed by ZT Nation (collectively, "Disputes"), shall be resolved exclusively through final and binding individual arbitration, rather than in court, except as set forth in Section 4 below.

1.2 Federal Arbitration Act

This Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. 1-16 ("FAA"), and federal arbitration law, and not by any state arbitration law. The FAA governs the interpretation and enforcement of this Arbitration Agreement.

1.3 Applicability

This Arbitration Agreement applies to all Disputes regardless of when they arose, including Disputes arising before the effective date of this Agreement, to the extent permitted by law.

2. Pre-Arbitration Dispute Resolution

2.1 Informal Resolution Requirement

Before initiating arbitration, you and ZT Nation agree to attempt to resolve any Dispute informally for at least thirty (30) days. To begin the informal resolution process, you must send a written notice of the Dispute ("Dispute Notice") to:

ZT Nation, LLC
Attn: Legal Department
Email: [email protected]

2.2 Dispute Notice Contents

The Dispute Notice must include your name and contact information, a description of the nature and basis of the Dispute, the specific relief sought, and your account information (if applicable).

2.3 ZT Nation Response

ZT Nation will acknowledge receipt of your Dispute Notice within five (5) business days and will attempt to resolve the Dispute within thirty (30) days. If the Dispute is not resolved within thirty (30) days, either party may proceed to arbitration.

2.4 Tolling

The informal resolution period tolls any applicable statute of limitations during the thirty (30) day period.

3. Arbitration Procedures

3.1 Arbitration Administrator

All arbitrations shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect (the "AAA Rules"), as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

3.2 Initiating Arbitration

To initiate arbitration, you must submit a Demand for Arbitration to the AAA and send a copy to ZT Nation at [email protected]. The Demand must include the information required by the AAA Rules and a copy of the Dispute Notice and any response.

3.3 Arbitrator Selection

The arbitration shall be conducted by a single, neutral arbitrator selected in accordance with the AAA Rules. The arbitrator must be a licensed attorney with experience in consumer and/or technology disputes.

3.4 Arbitration Location and Format

For Disputes involving claims of $25,000 or less, the arbitration shall be conducted entirely by written submissions (documents only), unless you request a hearing. You may choose a telephonic, videoconference, or in-person hearing.

For Disputes involving claims of more than $25,000, the arbitration shall be conducted by telephonic or videoconference hearing, unless either party requests an in-person hearing.

3.5 Arbitrator Authority

The arbitrator shall have exclusive authority to resolve all Disputes, including the arbitrability of any Dispute and the enforceability of this Arbitration Agreement. The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive and declaratory relief, and attorneys' fees and costs as permitted by applicable law.

3.6 Arbitration Decision

The arbitrator's decision shall be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

3.7 Confidentiality

All aspects of the arbitration proceeding, including the award, shall be strictly confidential, except as necessary to confirm, vacate, or enforce the award, or as otherwise required by law.

4. Exceptions to Arbitration

4.1 Small Claims Court

Either party may bring an individual action in small claims court for Disputes within the court's jurisdictional limits. If the Dispute is removed from small claims court or transferred to a court of general jurisdiction, the Dispute shall be resolved through arbitration.

4.2 Injunctive Relief

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security obligations, pending the outcome of arbitration.

4.3 Government Actions

Nothing in this Agreement prevents either party from participating in a government investigation or bringing a Dispute to the attention of any federal, state, or local government agency. Such agencies may, if the law allows, seek relief against ZT Nation on your behalf.

5. Class Action Waiver

5.2 No Class Arbitration

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, collective, consolidated, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

5.3 Severability of Class Action Waiver

If any court or arbitrator determines that the class action waiver set forth in this Section 5 is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then: (a) the class action waiver shall be severed from this Arbitration Agreement; (b) any claim that was subject to the class action waiver shall proceed in court and shall not be subject to arbitration; and (c) the remaining claims shall continue to be subject to arbitration.

5.4 Public Injunctive Relief

If any court or arbitrator determines that the class action waiver prevents the award of public injunctive relief, that specific claim for public injunctive relief shall be severed and may proceed in court, while all other claims shall remain in arbitration.

6. Arbitration Fees and Costs

6.1 ZT Nation's Fee Obligations

ZT Nation will pay all AAA filing fees, administration fees, and arbitrator fees for Disputes involving claims of $10,000 or less. For Disputes involving claims exceeding $10,000, the AAA's fee schedule shall apply, and costs shall be allocated as determined by the arbitrator in accordance with the AAA Rules.

6.2 Attorneys' Fees

Each party shall bear its own attorneys' fees, unless the arbitrator awards attorneys' fees to the prevailing party as permitted by applicable law. If you prevail in arbitration and the arbitrator awards you an amount greater than ZT Nation's last written settlement offer (or if ZT Nation made no settlement offer), ZT Nation will pay your reasonable attorneys' fees and costs in addition to the arbitration award.

6.3 Fee Waiver

If you demonstrate that the costs of arbitration would be prohibitive compared to the costs of litigation, ZT Nation will pay as much of the filing and hearing fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

7. Opt-Out Right

7.2 Opt-Out Notice Contents

Your opt-out notice must include your full legal name, the email address associated with your ZT Nation account, your mailing address, and a clear statement that you wish to opt out of the Arbitration Agreement and Class Action Waiver.

7.3 Effect of Opt-Out

If you timely opt out, neither you nor ZT Nation will be bound by this Arbitration Agreement or Class Action Waiver. All other provisions of the Terms of Service will continue to apply. Opting out will not affect your ability to use the Platform.

7.4 Failure to Opt Out

If you do not opt out within the thirty (30) day period, you will be deemed to have agreed to this Arbitration Agreement and Class Action Waiver. Your continued use of the Platform after the opt-out period constitutes acceptance.

8. Changes to This Arbitration Agreement

8.1 Notice of Changes

ZT Nation will provide at least thirty (30) days' notice of any material changes to this Arbitration Agreement. Notice will be provided by email to the address associated with your account or by prominent notice on the Platform.

8.2 Rejection of Changes

If ZT Nation makes material changes to this Arbitration Agreement, you may reject the changes by sending written notice to [email protected] within thirty (30) days of the notice. If you reject the changes, the most recent version of the Arbitration Agreement that you accepted will continue to apply.

8.3 Retroactive Application

Changes to this Arbitration Agreement will not apply retroactively to Disputes that arose before the effective date of the changes, unless you agree to the changes.

9. Survival

This Arbitration Agreement and Class Action Waiver shall survive termination of your account, the Terms of Service, or your use of the Platform.

10. Governing Law

This Arbitration Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). To the extent state law applies, the laws of the State of Wyoming shall govern, without regard to conflict of laws principles.

11. Enforceability

11.1 Severability

If any provision of this Arbitration Agreement (other than the Class Action Waiver in Section 5) is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.2 Entire Arbitration Agreement

This Arbitration Agreement constitutes the entire agreement between you and ZT Nation regarding the resolution of Disputes and supersedes all prior agreements regarding dispute resolution.

11.3 No Waiver

The failure of either party to enforce any provision of this Arbitration Agreement shall not constitute a waiver of that provision or the right to enforce it in the future.

Legal Authority and References