Last update: January 01, 2025

This terms of use, limited attorney engagement and end-user license agreement (“terms of use”) sets forth the respective responsibilities and liabilities of the parties. These terms of use are in addition to, and not in lieu of, any other agreement to which the parties may be party.

By clicking “Proceed” without timely objecting to these terms of use, you and the company you represent are agreeing to be bound by these terms and conditions. You may object to these terms of use by emailing a written notice clearly stating your rejection (and not just requesting clarification) to i_object@erisafire.com within 336 hours (14 calendar days) of the day and time you clicked on “Proceed.” An objection is only effective if and when actually received by ERISAfire. Timely objection constitutes rejection of these terms of use and will result in deactivation of the User Organization with which you are affiliated and all related User accounts. Failure to timely object as provided herein shall constitute complete and unequivocal acceptance of these terms of use retroactive to the time and date you clicked on “Proceed.”

ERISAfire LLC (“ERISAfire”) is a software-as-a-service provider whose platform is designed to facilitate communication and compliance project management among Employers, Consultants and Attorneys using various software tools, including, but not limited to, email newsletters, in-app chat messaging, a semi-customizable compliance calendar, and an enterprise resource planning portal (such software tools comprising the “Services” for purposes of these terms of use). The parties agree that ERISAfire’s role with respect to the Services is that of a communications service provider, like a wireless company for text messages or email server host for email messages, and that ERISAfire does not provide advice or consultation of any kind or nature whatsoever. ERISAfire does not provide, and has no duty to monitor, content on the Services. No User or User Organization is an agent or independent contractor of ERISAfire. All communications using the Services are the responsibility of the respective Users and User Organizations party to such communications.

“Employer(s)” are employer organizations registered with the Services that maintain or desire to maintain one or more employee welfare benefit plans. “Employer User(s)” are those employees and agents of Employers who have a user account registered on the Services. Employer Users agree to these terms of use on their own behalf and on behalf of the Employer for which they are employees or agents.

“Consultant(s)” are non-lawyer employee benefits consultant companies, including accounting and insurance brokerage firms, registered with the Services that have a vendor-client relationship directly with an Employer or indirectly by having a vendor-client relationship with another Consultant. “Consultant User(s)” are those employees and agents of a Consultant who have a User account registered on the Services. Consultant Users agree to these terms of use on their own behalf and on behalf of the Consultant for which they are employees or agents.

“Attorney(s)” are independent, third-party law firms (or if not incorporated, individual solo practitioner lawyers) registered with the Services that are engaged by Employers by and through these terms of use to undertake certain projects requested, and/or answer specific questions posed, by Employer Users, or by Consultant Users on behalf of Employer Users. “Attorney User(s)” are independent, third-party attorneys who are employees or agents of an Attorney firm and who have a User account registered on the Services. Attorney Users agree to these terms of use on their own behalf and on behalf of the Attorney firm for which they are employees or agents.

Employer Users, Consultant Users and Attorney Users are collectively referred to herein as “Users.” Employers, Consultants and Attorneys are collectively referred to herein as “User Organizations.” Users, User Organizations and ERISAfire are collectively referred to herein as the “parties.”

Registration of an organization as an Attorney or Consultant, or of an individual as an Attorney User or Consultant User, on the Services is based solely on the representation of the organization or individual requesting registration as such. ERISAfire does not, and has no duty to, make any determination as to whether the organization or individual is appropriately credentialed to hold it-, him- or herself out as any particular type of organization (e.g., law firm, accounting firm or insurance agency) or professional (e.g., attorney, CPA or insurance agent). Each User and User Organization is responsible for making that determination for it-, him- and herself.

These terms of use incorporate the privacy policy found here.

Engagement of Attorneys by Employers occurs each time an Attorney User accepts a discrete matter submitted by an Employer User (or by a Consultant User on an Employer’s behalf). An Attorney User accepts a discrete matter and the related engagement by drafting or reviewing a draft of an answer to that Employer’s question or by preparing or reviewing a draft of a document or form, as the case may be. The attorney-client relationship terminates, and the Attorneys and Attorney Users are disengaged from representation, upon submission of an answer to a question or draft of a document or form.
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To the extent an Attorney accepts representation of an Employer as provided in these terms of use, such representation by Attorneys is of the Employer only. Attorneys undertake no representation of Consultants.

The scope of legal representation provided herein does not include, and does not govern, any representation provided pursuant to a separate, written engagement agreement an Attorney may have directly with an Employer. Instead, the separate, written engagement agreement will control such direct engagement.

The scope of legal representation of Employers by Attorneys pursuant to this engagement is limited to the discreet matter requested by an Employer (or by a Consultant User on an Employer’s behalf) through the Services. Attorneys have no duty to undertake any other projects or issues or to answer any other questions. Neither Attorneys nor Consultants have any continuing obligation to advise Employers with respect to future legal developments, to update any submitted or approved work product or otherwise provide Employer updates after submission of work product, such as if the law relied upon in the answer or document or form is amended, abrogated or repealed or if a new law is passed or regulation is promulgated.

The scope of legal representation is limited to matters submitted through the Services, as aforesaid. Any communication occurring outside of the functions of the Services are beyond the scope of representation provided by these terms of use and are solely between the Employer and Attorney. Employers and Attorneys are responsible for establishing the terms and conditions of such extra-scope representation.

Attorney Users may rely upon information provided by Employer Users and Consultant Users; Attorney Users have no duty to independently establish the facts presented by or through such information, and they may accept them as established fact. For example, and without limiting the foregoing, if a Consultant User or Employer User provides information through the Services suggesting the Employer’s eligibility requirement for benefits is that employees must work 30 hours per week on average, Attorney Users may accept this as established fact and do not need to inquire further.

Fees paid to Attorneys for providing legal services to Employers pursuant to these terms of use are based on rates negotiated by ERISAfire and are paid by ERISAfire. By agreeing to these terms of use, Employer does hereby consent to such third-party compensation of Attorneys. Attorneys hereby represent and warrant that there is not, and they shall not permit there to be, any interference with the lawyer’s independence of professional judgment or with the lawyer-client relationship. Consultants shall not in any way interfere with any lawyer’s independence of professional judgment or with the lawyer-client relationship.

Attorneys are solely responsible for maintenance of attorney-client privilege and attorney-client confidentiality. Neither Consultants nor ERISAfire shall be liable for failure of Attorneys to maintain attorney-client privilege or attorney-client confidentiality.

Because Attorney representation of Employers involves matters of insurance or self-insured employee benefits, Attorneys necessarily must communicate with the Employer’s insurance agent or broker and have a three-way conversation with the Employer’s insurance agent or broker in order to properly represent such Employer. The parties desire to structure their relationship, and these terms of use shall be interpreted, in a manner consistent with the principles announced in In re Tetra Technologies, No. 4:08-cv-0965, 2010 WL 1335431 (SD Tex, Aug. 10, 2010), so as to maximize the extent to which the presence of non-lawyer Consultants will not constitute a waiver of attorney-client privilege. By these terms of use, Employer consents to such three-way communication and authorizes Attorneys to invite Consultant into the attorney-client relationship for the purpose of aiding and facilitating their representation of Employer. By these terms of use, Attorneys do hereby extend such invitation, which Consultant does hereby accept.

In the interest of facilitating communication and compliance project management among Employers, Consultants and Attorneys, the parties may communicate among themselves and others by email, in-app chat, facsimile transmission, etc. and may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third-party vendors’ secured portals or clouds.

More particularly, Attorneys may use applications and platforms such as Google Workspace for information management and storage and other various cloud-based service providers for information processing, including but not limited to Microsoft 365, Google Cloud, Wolters Kluwer's Ft. William software, Trello and Zapier. Information exchanged between Attorneys and Employers/Consultants will be stored in a client-specific file.

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Electronic data that is confidential to Employer matters may be transmitted or stored using these methods. In using these data communication, processing and storage methods, Attorneys shall make commercially reasonable best efforts to keep such communications and data access secure in accordance with their obligations under applicable laws and professional standards. Employers and Consultants recognize and accept that Attorneys have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by Attorneys and their third-party vendors. By using the Services, Employers and Consultants confirm that this information has been disclosed and that they have no objection to Attorneys using these or similar cloud computing services.‌

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Employers and Consultants are responsible for advising their respective employees and agents to refrain from communicating with Attorneys on any public network (e.g., public, unsecured wifi) or any device shared with someone else (e.g., a public computer terminal). In addition, when communicating with Attorneys, Employer and Consultant workforce members should not use personal email addresses or shared email accounts; they should utilize only a private, enterprise-grade email account that is password protected and accessed solely by them.

Acceptance of a question or discrete matter by an Attorney User constitutes engagement of that Attorney User only and no other. No Attorney or Attorrney User has any duty to supervise or monitor the conduct of any other Attorney or Attorney User.
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Attorneys and Employers represent and warrant that Attorneys are providing legal services to Employer and that there are no other parties whose interests are jointly implicated. Attorneys represent Employers and not Employer Users individually; Attorneys do not represent any owners, officers, director, employees or agents of Employers.

By accepting each representation, Attorney represents and warrants that, to its knowledge, it has no conflict of interest concerning the Employer at issue or any other Employer using the Services. At any time an Attorney becomes aware of any conflict or potential conflict between the interest of an Employer and those of some other party such Attorney has represented or is representing, such Attorney shall immediately call the conflict to the Employer’s and ERISAfire’s attention so that Employer, Attorney and ERISAfire may consider how to address the matter. In addressing conflicts, the parties will cooperate to both preserve privilege and confidentiality and facilitate the implementation of appropriate access controls on the Services. Employer acknowledges that, in cases of conflict, all Attorneys reserve the right to withdraw from representation of any or all clients.

Employer’s legal matters that are the subject of this engagement directly or indirectly may have federal, state or local income tax implications or consequences to Employer (including, but not limited to, the tax deductibility of any fees paid). Due to the inherently complex nature of tax issues and how such issues may be related to individual circumstances, Attorneys do not undertake to provide or render tax advice on any matter, and have no implied obligation to do so (even if an Attorney has previously provided tax advice to an Employer on other specific matters) unless an Employer expressly asks for such advice and Attorney expressly agrees to give it. Otherwise, all parties will assume that an Employer’s own individual tax advisor(s) will provide all tax advice to the Employer as such Employer may require under the circumstances, even if an Attorney has previously provided tax advice on other specific matters.

Employer may reject and/or terminate its representation by any one or more Attorneys at any time by informing ERISAfire of its decision to reject and/or terminate representation by any one or more Attorneys. ERISAfire will make reasonable efforts to accommodate such rejection or termination, but such rejection or termination may result in deactivation of the Employer organization from the Services. Employer’s termination of legal representation by an Attorney will not affect an Employer’s or Consultant’s liability for Service fees.

Employers may freely engage Attorneys outside of the Services; however, such outside engagement by Employers of Attorneys shall be on terms established by the Attorney and Employer and shall be completely independent of ERISAfire and Consultants.

Circumstances also may permit or require that an Attorney terminate its engagement and withdrawing from the legal representation. The reasons may include breach of an Employer’s duties and obligations under this Agreement, events or circumstances that would make such Attorney’s continued representation improper, or other circumstances that, under rules governing the conduct of attorneys, would require or permit an Attorney’s withdrawal. If permission for withdrawal is required by the rules of a court, the Attorneuy shall request the court's permission; Employer will be notified of the request and will be allowed an opportunity to object.

All Attorneys agree to accept the following minimum standards of document retention and destruction. At the conclusion of each engagement, Attorneys shall retain their legal files for a period of seven (7) years after disengagement. At the expiration of the 7‐year period, Attorneys shall be permitted to, but are not obligated to, destroy these files unless an Employer notifies ERISAfire in writing that it wishes to take possession of them. ERISAfire shall then notify all affected Attorneys of such Employer’s election. Attorneys and ERISAfire reserve the right to charge administrative fees and costs associated with researching, retrieving, copying and delivering such files.

The State Bar of Texas requires that Attorneys provide the following information: The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar’s Office of Chief Disciplinary Counsel will provide you with information about how to file a complaint. For more information, call toll-free 1-800-932-1900. The Supreme Court of Texas requires that all attorneys in Texas follow the Texas Lawyers Creed. Section II(1) of this creed requires that we advise you of its contents at the time of our undertaking representation. A copy of the Texas Lawyers Creed is available by visiting www.texasbar.com/AM/Template.cfm?Section=Ethics_Resources&Template=/CM/ContentDisplay.cfm&ContentID=.... Please contact an Attorney if you have any questions about this notice.

The parties acknowledge and agree that neither ERISAfire nor Consultants nor Consultant Users have any duty to supervise or to review, approve or select Attorneys or Attorney Users. Employer accepts sole responsibility for vetting and approving the Attorneys and Attorney Users from which and from whom it desires legal representation.

Consultants are not law firms, and Consultant Users are not lawyers; they do not give legal advice. Similarly, ERISAfire is not a law firm and does not provide legal advice. Consultant Users who are lawyers are attorneys representing the Consultant, and in that capacity they do not represent any Employer or Employer User.

The parties agree that neither ERISAfire nor Consultants shall have any responsibility for the advice of Attorneys or Attorney Users (including advice authored by a Consultant that is approved and thus adopted by an Attorney User) and that neither ERISAfire nor Consultants shall have any duty of supervision or review, approval or selection of Attorneys or Attorney Users. Employer accepts full responsibility for vetting and approving representation of it by any Attorney or Attorney User.

Blog posts and email alerts, newsletters and bulletins provided by or on behalf of Consultants (“Consultant Content”), in all cases regardless of authorship, are merely news and information on employee benefits compliance provided for informational purposes only (i.e., general legal information) and should not be considered legal advice. Consultant Content is the responsibility of the Consultant providing such content (or permitting such content to be provided). Neither ERISAfire nor any Attorney is responsible for any Consultant Content. No User should act on the information contained in any such materials without first consulting legal counsel.

Consultant acknowledges that communications on the Services may be subject to the attorney-client privilege and/or attorney-client confidentiality. As such, Consultant shall not share communications or content of communications with any person not party to the communication. (For purposes of clarification, and without limiting the generality of the foregoing, this means Consultant cannot share a compliance question and answer regarding one client-employer with another client-employer.) Consultant shall not in any way circumvent the permissions protections or other measures put in place to ensure proper attorney review, editing and approval of compliance question and answer content.

The parties acknowledge and agree that neither Consultant Content nor publicly viewable content authored by Attorneys is intended to be attorney advertising, and none of the lawyers who might author such content desire to represent anyone desiring representation based upon viewing such content. Attorneys shall not, under any circumstances, use the Services or any Consultant Content to advertise or otherwise solicit business.

The parties acknowledge and agree that neither ERISAfire nor Attorneys nor Attorney Users have any duty to supervise or to review, approve or select Consultants or Consultant Users. Employer accepts responsibility for vetting and approving the Consultant with which it is associated.

The Services provided by ERISAfire may include various computerized compliance tools, including, but not limited to, Employer-specific custom calendar of events for Employers whose benefit plan features are uploaded to the Services platform, a computerized tool for generating ERISA or other plan documents and/or other computerized compliance tools ("Compliance Software Tools"). The Compliance Software Tools are provided directly to Employers by ERISAfire and not by Consultants or Attorneys; Employers agree that neither Attorneys nor Consultants are responsible for their content or function.

The Compliance Software Tools are provided as-is. The Compliance Software Tools are intended only to be a starting point for Employers. Employers are responsible for reviewing and approving the final output of the Compliance Software Tools before relying upon them or otherwise using them. ERISAfire makes no guaranty, warranty or representation to any party, including Employer, that the Compliance Software Tools are free from bugs, entirely comprehensive or in any way should be used or relied upon as a principal or primary tool for compliance with law.

To the fullest extent permitted by law, ERISAfire and its affiliates, suppliers and distributors make no warranties, either express or implied, about the Services. The Services are provided “as-is.” ERISAfire disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. To the fullest extent permitted by law, in no event will ERISAfire, its affiliates, suppliers or distributors be liable for any indirect, special, incidental, punitive or exemplary or consequential damages or any loss of use, data, business or profits, regardless of legal theory, whether or not ERISAfire has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.

ERISAfire’s aggregate liability for all claims relating to the Services shall in no event exceed the greater of $500 or the amount paid to ERISAfire by or on behalf of the damaged Employer(s) for the twelve (12) months preceding the Services in question.

The foregoing limitation of liability shall not be interpreted as reducing or relieving any Attorney or Consultant of its responsibility for professional liability.

To the extent these terms of use assign risk or responsibility to a particular party (an “Indemnifying Party”), such Indemnifying Party agrees to release, indemnify and hold the other parties hereto and their officers, employees, directors, members and managers (“Indemnified Parties”) harmless from any and all losses, liabilities, damages, expenses (including reasonable attorneys' fees), rights, claims, actions of any kind and injury (including death) (“Damages”) arising out of such assigned risk or failure of the Indemnifying Party to fulfill the assigned responsibility the Services or any violation of these terms of use by the Indemnifying Party.

Subject to the User’s and his/her User Organization’s compliance with these terms of use, such User’s User Organization is hereby granted a personal, non-exclusive, limited, non-transferable, revocable license to use the Services as ERISAfire intends them to be used and to post content to the Internet via the Services. Any rights not expressly granted in this agreement are reserved by ERISAfire.

Except as otherwise granted in a written agreement with ERISAfire, neither User nor the User’s User Organization has any rights, title, interest or ownership in, or to, the Services, or any feature or portion thereof, and/or any ERISAfire software or system, nor do they have the right to copy, distribute, reproduce, alter, display or use the Services, items, content, software, system or any of ERISAfire’s or its affiliates’ intellectual property for any other purpose. If User or User Organization suggests any alteration to any of ERISAfire’s software or services, the User or User Organization’s suggestion becomes ERISAfire’s property, and ERISAfire shall be able to user the suggestion or alternation as it may deem fit. The Services are licensed and not sold. ERISAfire retains all right, title and interest to the Services, including all patents, copyrights, trademarks, and trade secrets contained therein.

The above license is provided in exchange for the fees provided in a separate agreement between ERISAfire and Consultant or between ERISAfire and Employer, as the case may be. ERISAfire may, at its election, deactivate User accounts and/or terminate the Services if ERISAfire is not timely paid such fees when due.

The Services include a number of communications services including comment threads, blog posts, question and answer products, customer service communication forums, calendars, and other message services. User agrees to use the Services only to post, send and receive messages or materials proper to and related to the intended use of the Services. When using the Services, User agrees that it will not do any of the following:

Although ERISAfire has no obligation to monitor the Services, ERISAfire reserves the right, in its discretion, to review and remove materials posted to a Service, in whole or in part, in order to enforce these terms of use, to which access Employer hereby expressly consents. ERISAfire reserves the right to disclose any materials posted, information or activity as necessary to satisfy any applicable law, regulation, legal process or governmental request. ERISAfire shall consult with any affected Attorney User to ensure that proper consideration is given to matters of attorney-client privilege and attorney-client confidentiality prior to such disclosure.

Neither User nor his/her User Organization shall permit use of or access to the Services by anyone other than those registered users authorized by such party to utilize the Services for the purposes set forth herein. Users shall comply with all of the terms and conditions of these terms of use. User’s User Organization shall be responsible for any acts, omissions and failures to comply with this agreement by any User associated on the Services with such User Organization to the same extent that the offending User would be liable for his or her own acts, omissions and failures to comply. User Organization shall immediately notify ERISAfire in writing if any of that User Organization’s Users are no longer authorized to access the Services on behalf of such party.

User agrees that, by continuing to maintain an active account, he or she may receive communications from ERISAfire, such as email previews of content, account reminders and Service updates. The aforementioned consent may be revoked by requesting deactivation of the User’s account on the Services by sending deactivation notice to support@erisafire.com.

ERISAfire reserves the right to downgrade or terminate any User’s access to the Services for cause at any time without prior notice. For example, ERISAfire may suspend or terminate use of the Services by a particular User if such user is not complying with the limitations on use of the Services, or if such user is using the Services in a manner that would expose ERISAfire or another party to legal liability, disrupt the Services or disrupt others' use of the Services. If ERISAfire so elects to terminate a User’s account, ERISAfire will provide that user with notice at his or her registered email address.

Users acknowledge that they are providing certain personal information to ERISAfire, which is available to it and some of its technology vendors, including Amazon Web Services and Salesforce.com through its service Heroku. Such personal information includes, but is not limited to, first name, last name, password, email address, company for which the User works and other profile information.

Notice to Third Parties: these terms of use are confidential and contain proprietary information and/or trade secrets. If you have received these terms of use except as a registered User of the Services or as legal counsel to a User organization evaluating the Services, then you are on notice that you have received information in violation of a confidentiality agreement, and your further use or possession of these terms of use is unlawful.

All Users and User Organizations acknowledge that ERISAfire invested a considerable amount of business time, energy and money into developing the Services; sorting out the complex four-way relationship among a lawyer, client, non-lawyer consultant/insurance broker and communications service provider; and developing these terms of use. It is agreed that the unauthorized use or disclosure of any Confidential and Proprietary Information by ERISAfire will cause severe and irritable damage to ERISAfire, entitling it to seek injunctive relief, as well as any other relief permitted by applicable law. All Users and User Organizations agree to keep these terms of use and the processes and mechanisms for structuring the relationship among the parties confidential and to protect this information in the same way such organizations would reasonably protect their own trade secrets and proprietary information. The parties acknowledge further that such information is a trade secret within the meaning of Section 757 of the Restatement of Torts (1939), as adopted by the courts of the State of Texas, and Section 31.05(a) of the Texas Penal Code. Such information shall be afforded the full protection of the Texas Theft Liability Act and all other applicable laws. If any information designated or regarded as a trade secret is later found by a court of competent jurisdiction not to be a trade secret, such information shall in any event still be considered confidential information to be protected as provided in these terms of use. In the case of trade secrets, Users and User Organizations waive any requirement that ERISAfire submit proof of the economic value of any trade secret or post a bond or other security.

The provisions of this Section shall survive termination of this Agreement.

Consultants and their Users, and Attorneys and their Users, represent and warrant that they currently have, and for so long as they are Users or have Users registered with the Services shall maintain, all professional certifications and licenses necessary and proper for them to render the advice and do the tasks for which they are using the Services. Without limiting the generality of the foregoing, Attorney Users shall at all times maintain active licenses to practice law in all states necessary to use the Services as intended, and Consultant Users shall at all times maintain active insurance agent licenses in all states necessary to use the Services as intended. Attorney and Consultant Users shall inform Employers of any discipline by any licensing or certifying body or agency of such User or his/her User Organization. Attorney and Consultant Users shall at all times abide by all applicable professional responsibility, licensure and credentialing rules and regulations. Notwithstanding the foregoing, the parties agree and acknowledge that ERISAfire has no duty to monitor or supervise licensure or discipline of any Attorney, Consultant or User; Employers, Attorneys, Consultants and their respective Users shall each be responsible for such monitoring and supervision for him, her or itself.

These terms of use shall be governed by Texas law except for its conflicts of laws principles that result in application of the law of any other jurisdiction other than Texas.

These terms of use create no third-party beneficiary rights.

ERISAfire shall not be liable for damages for any delay or failure of delivery arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks or communications failures.

The failure of a party to enforce a provision of these terms of use is not a waiver of its right to do so later. If any court of competent jurisdiction holds any provision of this Agreement be found unenforceable, the remaining provisions of the terms of use will remain in full effect and an enforceable term will be substituted reflecting the parties’ intent as closely as possible. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Neither any Consultant nor Employer nor Attorney may assign any of its rights under this agreement, and any such attempt will be void. ERISAfire may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

This Agreement will inure to the benefit of and bind the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, may be construed to give any Person other than the Parties and their respective successors and permitted assigns any right, remedy, claim, obligation or liability arising from or related to this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns.

Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any controversy or claim arising out of or relating to these terms of use or the transactions contemplated hereby, or the breach of any covenant herein, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator. Arbitration proceedings shall be conducted virtually pursuant to the AAA-ICDR Virtual Hearing Guide for Arbitrators and Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.