TERMS OF SERVICE

TERMS OF SERVICE

This Website, www.BankerBounty.com (“Site”), and the Banker Bounty mobile app (“App”) are owned, operated, and/or licensed by Banker Bounty LLC, an Alabama limited liability company (“BB,” “we,” “our,” and “us”). Throughout these Terms of Service (“Terms of Service”), the words “you” and “your” refer to both the Customer identified on the Order and the individual officers, agents, or employees of the Customer (each a “User”) using the Services (defined below). These Terms of Service set forth the legal binding terms for your use of the Services. By accessing or using the Site, the App, or, more broadly, the Services in any manner, you agree to: (i) these Terms of Service; (ii) the terms of the Order; and (iii) any other legal notices, conditions, or guidelines accessible through the Site, the App, and the Services (collectively, the “Agreement”). These Terms of Service apply to all of our Services. When we use the term “Services” in these Terms of Service, we mean (collectively):

The Site
The App
The BB employee referral system, prospective customer management system, and employee rewards management (together, the “BB Program”); and
Any other BB service or application that posts a link to these Terms of Service, as well as any features, widgets, plug-ins, content, downloads, or other services that are, or may in the future be, offered.

1. Your acceptance of these Terms of Service.

These Terms of Service are a legally binding agreement between you and BB and will apply regardless of how you access or use the Services, whether it be via computer, tablet, mobile device, smart watch, console, mobile application, or otherwise. By creating a Username and password; accessing the Site; downloading the App; interacting with the Site and App; and using the Services, you are indicating your acceptance of this agreement and agreeing to be bound by these Terms of Service, which include a limited license, disclaimers of warranties, limitations of liability, binding arbitration, class-action waivers, and jury waivers. Accepting these Terms of Service is required to use the Services.

2. Modification to these Terms of Service and our Services.

We may add to, update, delete from, or modify the Services at any time in our sole discretion without liability to you. We reserve the right, at any time and from time to time, for any reason, to change these Terms of Service. In the event changes are made, we may post or display notices of changes to these Terms of Service on the Website or otherwise through our Services or may notify you of such changes. If any change that we make is not acceptable to you, promptly stop using the Services and notify us. Once posted or directly notified, your continued use of the Site, the App, and the Services indicates your acceptance of the changes to these Terms of Service. Nothing in these Terms of Service grants you any rights or benefits under our contracts or relationships with third parties.

3. Access and Use of Services.

These Terms of Service apply to all Users of the Services. We provide the Services, including all information, screen layouts, graphics, reports, media, images, and text available through our Services (“Services Content”) to the Users you identify to us. The appearance, character, and type of information provided through the Services is subject to change without notice. You may download and print Services Content for the sole purposes of viewing, reading, processing, tracking, and retaining the materials for your company’s use, but may not utilize the Services or the Services Content for any other purpose, whether commercial or non-commercial. Any other copying, distribution, retransmission, or modification of Services and/or Services Content, whether in electronic or other form, is prohibited without our express prior written permission. You agree that you will not disassemble, ‎decompile, reverse engineer or otherwise modify the Services, Services Content, any material on the Site, any material on the App, or any software supporting or made a part of the Services. You agree that you will not use the App, the Site, or the Services for any unlawful purpose or in violation of any law. You also agree that you will not use the App, the Site, or the Services in any manner which is prohibited under this Agreement. Any unauthorized or prohibited use may subject the offender to civil liability and ‎criminal prosecution under applicable laws.‎

4. User Accounts.

To access and use the Services, each employee, officer, or owner of your company (each a “User”) must create a personal username and unique password. BB will grant certain Users access to specific features of the Services as determined by you. You are responsible for making arrangements necessary for Users to access the Services and ensuring your User’s compliance with these Terms of Service. You are responsible for any use of the Services by your Users, whether such use is unauthorized or by a third party. You and each User should keep your username and password secure and should not allow others to use a User’s account information to access the Services. You agree to notify BB immediately of any unauthorized use of your account or any other breach of security. You agree that BB may disable the Site, the App, the Services, and/or the BB Program at any time if BB is notified of or has reason to believe that User accounts are not secure. BB will not be liable for any loss you may incur as a result of someone else using your account, with or without your knowledge. You also agree that you may be liable for losses incurred by BB or some other person that occur because of someone else’s use of your password or account.

5. Fees and Payments.

In exchange for access to the BB Program, you agree to pay BB the Use Fees and Success Fees as described in the Order.

(1) “Use Fees” for BB’s Customer onboarding, support, and maintenance are paid annually, in advance, as described in the Order. Use Fees may be adjusted before any subsequent Renewal Term as may be agreed in writing within thirty (30) days of the expiration of the Initial Term or Renewal Term, as applicable. Payment of the Use Fee set forth on the Order is required before BB provides access to the Services.

(2) “Success Fees” are calculated by multiplying the amount, in dollars, of deposits, loans, or other compensable business received by Customer over the course of a three-month period (the first of which begins on the Effective Date and each successive three month period thereafter, each a “Financial Quarter”) as shown on the Company’s dashboard for Customer (“Compensable Business”) times the number of basis points set forth on the Order (“Success Rate”). For purposes of illustration only, if the Company’s dashboard for the Customer’s first Financial Quarter shows new deposit accounts totaling $2 million, certificates of deposit totaling $1 million, and new loans of $2 million, the Customer’s Compensable Business equals $5 million. If the Customer’s Success Rate is 50 basis points, the Success Fee for the first Financial Quarter paid by Customer to the Company equals $25,000.00. Success Fees are invoiced quarterly at the end of each Financial Quarter, and payments are due within fourteen days of Customer’s receipt of the Company’s invoice at the e-mail address set forth on the Order (as may be changed by written notice from Customer from time to time).

In the event the Customer disputes the amount invoiced for the Success Fee, the Customer shall provide written notice of the dispute within five business days of receiving the Company’s invoice, setting forth in reasonable detail the basis for the amount of Compensable Business claimed by Customer. The Parties agree to cooperate with one another to resolve the differences in Compensable Business within ten days. During the pendency of the Parties dispute, Customer agrees to pay the Success Fee that would be owed to the Company using the Customer’s calculation of Compensable Business multiplied by the Success Rate set forth in the Order.

(3) BB is not obligated to refund, credit, or offset any Use Fees or Success Fees in the event of termination of the Order or User inactivity. All payments shall be made via ACH or wire transfer pursuant to instructions provided by BB. You are responsible for any outgoing ACH/wire fees, and BB shall be responsible for any incoming ACH/wire fees.

6. Term and Termination.

The Initial Term shall begin on the Effective Date set forth in the Order and shall continue for the time period set forth in the Order (the “Initial Term”). Absent written notice from either party of cancellation at least thirty (30) days before the expiration of the Initial Term, the Order shall automatically renew for successive one (1) year terms (each a “Renewal Term”). At any time more than thirty (30) days prior to the expiration of any Renewal Term, you may provide written notice to BB of your desire to terminate the Order for convenience (a “Termination for Convenience”). In the event of a Termination for Convenience, BB shall be entitled to (i) retain (or, if unpaid, to receive) the annual Use Fee paid (or due) for the Renewal Term as liquidated damages, and (ii) the Success Fee for the financial quarter in which the Termination for Convenience occurs. You acknowledge and agree that BB’s retention (or receipt) of the Use Fee is not a penalty, but constitutes liquidated damages.

If you are in default of either (i) any of your obligations under this Agreement; or (ii) of your obligation to pay any Success Fee or Use Fee and such payment default remains uncured for a period of seven (7) days, BB reserves the right to cease all access to the App, the Site, the Services, and the BB Program immediately and upon fourteen (14) days’ written notice to you, terminate this Agreement. In the event Customer’s payment obligations remain outstanding, BB is entitled to recover interest on sums owed at the monthly rate of one and a half percent (1.5%), plus costs and expenses, including reasonable attorneys’ fees, incurred in collecting the unpaid sums.

7. Employee Rewards and Reports.

By using the Services and the BB Program, your employees will earn rewards for customer referrals and business generated therefrom in amounts determined by you and relayed to BB (“BB Bucks”). When a User referral results in a deposit, loan, or other compensable business as determined by you, the administrative personnel designated by you shall approve the amount of BB Bucks earned. BB will provide a monthly report to the individual(s) you designate showing the BB Bucks earned and approved by your employees in the prior month of any Term or Renewal Term. Once approved by you, Users will be able to view and monitor their earned and approved BB Bucks on the App or the Site. You agree to redeem BB Bucks for cash payments to your employees at the frequency determined by you in your sole discretion. BB shall have no obligation to pay BB Bucks to Users or any other party under any circumstances whatsoever and BB shall not be responsible for any taxes or other financial consequences of your payment of BB Bucks.

8. Restrictions, Limitations, and Conditions of Use.

You agree not to circumvent, disable, or otherwise interfere with any security related features of the Services or features that prevent or restrict use or copying of any Services Content or enforce limitations on use of the Services or the Services Content. You further agree not to lease, rent, loan, or sell access to the Site, the App, the BB Program, or the Services except as provided in these Terms of Service.

Any unauthorized use of our Services or Services Content for any purpose is prohibited. Our grant of rights to use the Services is on the condition that you use the Services in accordance with these Terms of Service. You may not use the Services for any unlawful purpose, and you may not:

access, solicit, collect, or use any personally identifying information about any other users of the Services or individuals identified through another User’s use of the Services;
manipulate the Services or impersonate BB’s or Customer’s personnel for User’s personal gain;
damage, disable, overburden, or impair the server the Web Site is located on or any network that is connected to the Web Site server;
attempt to obtain any materials or information through the App, the Site, or the Services through any means not intentionally made available on the App, the Site, or the Services;
transmit to or introduce through the Services any viruses, harmful software, or other modifications or changes to the Services or reverse engineer, decompile, disassemble, reverse assemble or modify any Services source or object code or any software or other services or processes accessible through any portion of the Services or Services Content;
submit, upload, email, or otherwise transmit any content or other materials, to or through the Services which (a) is threatening, abusive, defamatory, obscene, vulgar, offensive, or otherwise objectionable, or which may harm minors; (b) infringes or violates intellectual property rights or the rights of others; (c) has an advertising, political marketing, promotional or other commercial purpose; (d) impersonates or misrepresents a User’s identity or affiliation with any person or organization; (e) may be likely to deceive any person; or (f) violates any law or may be considered to violate any law;
engage in any activities that, in BB’s sole discretion, interfere with, restrict, or inhibit another User’s access to the Services or the proper operation of the Services, or which may harm BB or its customers or expose them to potential liability;
disobey any policy or regulations, including any code of conduct or other guidelines, regarding the use of the App, the Site, or the Services; or
distribute or copy any Services Content manually or by using any robot, scraper, crawler, or any other automatic device or process; frame or utilize framing techniques to enclose any Services Content; or use content from the Services in a manner that suggests an unauthorized association with any of our or our customer’s products, services, or brands.

BB has no obligation to monitor User’s interaction with the Services, but reserves the right to review or monitor the Services and any User Submissions in its sole discretion.

9. Proprietary Information and Intellectual Property Rights.

BB is the sole owner of the Site, the App, the BB Program, and the Services and all intellectual property rights therein belong exclusively to BB or its licensors. Subject to your adherence to these Terms of Service and timely payment of all applicable Use Fees and Success Fees, we grant you a limited non-exclusive, non-subscribable, revocable, non-transferable license to access and use the App, the Site, and the Services, solely in connection with your authorized Use of the Services. We expressly reserve any and all rights in the Services and the Services Content that are not expressly granted to you in the previous sentence. In addition, during the Initial Term and any Renewal Term, you grant to BB a revocable, non-exclusive, royalty-free license to identify, list, publish, and/or print your name and/or logo on BB’s marketing materials, website, and social media platforms as a user of the BB Program.

The App, the Site, the Services, and the Services Content—including any and all trademarks, servicemarks, logos, and copyrighted works—are all proprietary information of BB or of a third party that provided or licensed the content to BB. BB or the party that permitted the use of the trademarks, service marks, logos, and copyrighted works on the App, the Site or the Services retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in the Web Site or the Services. Unless expressly stated otherwise on the App or the Site, the Services Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of BB. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Any modification or use of the Services Content, except as expressly provided in this Agreement, violates BB's intellectual property rights. Neither title nor intellectual property rights are transferred to you by your access to or use of this site.

10. Enforcement of This Agreement.

You agree that BB has the right to monitor the use of the App and the Site to determine compliance with this Agreement. You also agree that BB has the right to prevent access by you to the App, the Site, and the Services without notice if you violate any of the terms and conditions of this Agreement. You also agree that BB has the right to take any action that, in BB’s sole judgment, is necessary to remedy a breach of this Agreement, including the right to remove any material you may have posted or attempted to post. You also agree that BB has the right to disclose any information necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials you post or attempt to post, in whole or in part, in its sole discretion.

11. BB’s Right to User Submissions.

The Site, App, Services, and BB Program permit Users to provide contact and other information of existing and prospective bank customers (“Referrals”). You and BB agree that Referrals are not confidential. You hereby grant to BB a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, transmit, distribute, analyze, and display Referrals and all other content, information, remarks, suggestions, ideas, graphics, or other information communicated by you and your authorized Users to BB through the App, the Site, or the Services (together with Referrals, “Submissions”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. BB has the right, but not the obligation, to review Submissions, but BB assumes no liability for any action or inaction with respect to any Submission. BB has the right to fully cooperate with any law enforcement authorities or court order directing BB’s disclosure of Submissions. You hereby agree to hold harmless BB and its officers, members, employees, and licensees from any claims resulting from any action taken during or as a result of BB’s investigation and from any actions taken as a consequence of investigations undertaken by law enforcement authorities.

12. Your Responsibility for User Submissions.

You agree that you and your authorized Users are solely responsible for the content of any Submissions. You warrant and represent for any such Submission made by you that you own, control, or have permission to all of the rights in and to the Submission necessary for you to legally provide, post, upload, input, or submit the Submission and for you to legally grant to BB the rights and licenses necessary and appropriate for BB to provide the Services. You agree that BB will not owe to you or any User any compensation for any Submission made by a User.

In the event any User intentionally provides false or misleading Submissions or otherwise provides Submissions that violate these Terms of Service, BB reserves the right to terminate or suspend such User’s access to the BB Program and/or take appropriate legal action, including referral to law enforcement for illegal or unauthorized use of the Services. You agree that any Submission from you may be subject to limits on use, reproduction and/or dissemination and that you are responsible for abiding by such limitations which may be posted on the App, the Site, or the Services with respect to your Submissions.

13. Disclaimer by BB.

You agree and understand that BB cannot and does not guarantee or warrant that information available for downloading from the Site or the Services will be free of viruses or other destructive code. You are solely responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and data and computer security. You agree that BB does not have any responsibility or risk for your use of the Internet, viruses, or other technologically harmful material that may infect your computer equipment, programs, data, or other proprietary material.

You also agree that BB does not guarantee or warrant that the Services Content of the App, the Site, or the Services are necessarily complete and up-to-date. You also agree that such information and Services Content is not be used to replace any written reports, statements, or notices provided by BB.

YOU AGREE THAT YOUR USE OF THE APP, THE SITE, THE BB PROGRAM, AND THE SERVICES IS AT YOUR OWN RISK AND THAT THE SERVICES CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, COURSE OF TRADE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY, OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER OUR NETWORK TO THE MAXIMUM EXTENT PERMITTED BY LAW. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY BB’S OFFICERS, EMPLOYEES, AGENTS, MEMBERS, OR CONTRACTORS SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER(S) THAT MAKE THEM AVAILABLE (OR ANY HYPERLINKED SITE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR SERVICES WILL MEET YOUR EXPECTATIONS OR NEEDS OR BE ACCESSIBLE AT ALL TIMES. RELIANCE ON ANY SUBMISSIONS IS DONE SO ENTIRELY AT YOUR OWN RISK WITH NO LIABILITY TO BB OR ANY THIRD PARTY PROVIDING OR ADMINISTERING ALL OR ANY PORTION OF THE BB PROGRAM ON OUR BEHALF.

14. Limitation on Liability.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BB AND ANY PARENT, SUBSIDIARY OR AFFILIATED ENTITIES, AND ANY THIRD PARTY PROVIDING OR ADMINISTERING ALL OR ANY PORTION OF THE BB PROGRAM ON OUR BEHALF, AND THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONSULTANTS (COLLECTIVELY THE “BB PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, OR OTHER DAMAGE TO ANY OTHER INTANGIBLE PROPERTY (EVEN IF THE BB PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR INABILITY TO USE THE APP, THE SITE, THE SERVICES OR SERVICES CONTENT; OR (II) THE DISCLOSURE OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY SUBMISSION OR TRANSMISSION OF DATA. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THIS LIMITATION OF LIABILITY IS DETERMINED TO BE INVALID OR UNENFORCEABLE, YOU AGREE THAT IN NO EVENT WILL THE COLLECTIVE LIABILITY OF BB PARTIES TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF (A) THE AMOUNT YOU HAVE PAID TO BB FOR THE USE OF THE SERVICES (THE USE FEE) FOR THE MONTH IN WHICH LIABILITY AROSE OR (B) $1,000.00. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE ORDER, THESE TERMS OF SERVICE, THE SITE, THE APP, THE BB PROGRAM, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

15. Indemnification.

By accessing the App, the Site, the Services, and the Services Content, you agree that you will indemnify and hold BB, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from (i) your use of the App, the Site, the BB Program, and the Services; (ii) User Submissions; (iii) your use of the BB Program or Services Content other than as expressly authorized by these Terms of Service; and (iv) any breach of this Agreement by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you further agree to indemnify the Indemnified Parties against any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You also agree that you will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the App, the Site, the BB Program, or the Services.

16. Security.

You agree that any passwords used for the App, the Site, or the Services are strictly for your own individual use. You also agree that you will be solely responsible for the security of your password, if any, and that BB will be entitled to monitor your password and, at its discretion, require you to change it. You agree that if you use a password that BB considers insecure, BB will be entitled to require you to change the password and/or to terminate your account. You also agree that BB has the right to investigate suspected violations of this Agreement by any means that BB, at its sole discretion, finds to be appropriate.

You further agree that BB has the right to fully cooperate with any law enforcement authorities or court order requesting or directing BB to disclose the identity of anyone, including you, who has or is posting any e-mail messages, or has or is publishing or otherwise making available any materials that are believed to violate this Agreement.

17. Miscellaneous.

(1) Applicable Law. You agree that this Agreement is governed by and is to be interpreted pursuant to the laws of the State of Alabama, without giving effect to principles of conflicts of law, except as may be otherwise provided in the Arbitration Agreement below. However, the choice of law provisions regarding these Terms of Service is not intended to create any other substantive right to assert claims except as provided through the Arbitration Agreement. These Terms of Service and the Order constitutes the entire agreement between you and BB regarding the use of the App, the Site, the BB Program, and the Services.

(2) Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BB as a result of this Agreement or your use of the App, the Site, the Services, or the BB Program.

(3) Entire Agreement. You agree that the Agreement constitutes the entire agreement between you and BB relating to the subject matter of this Agreement and that the Agreement supersedes or supplants all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and BB with regard to such subject matter. If any provision of the Agreement is held illegal, invalid, or unenforceable, in whole or in part, it will not affect the legality, validity, or enforceability of any other provisions or portions of the Agreement and will be modified to the minimum extent necessary to correct any deficiencies or replaced with a provision which is as close as is legally permissible to the provision found invalid or unenforceable.

(4) Admissibility. You agree that a printed version of this Agreement and of any notice given in electronic form under this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(5) Assignment. You agree that all rights granted by you under this Agreement to BB may be assigned or otherwise conveyed by BB at any time with notice to you. You agree that no obligation or duty that you have under this Agreement, and no right or license that you receive under this Agreement, may be assigned, sublicensed, or transferred by you to any other person without the prior written consent of BB.

18. Arbitration Agreement for Dispute Resolution; Informal Resolution and Formal Resolution by Arbitration; Class Action Waiver.

In order to expedite and control the cost of disputes, you and BB agree that any legal or equitable claim relating to the use of the App, the Site, the Services, the BB Program, or any services associated with or marketed as part of the Services (referred to as a “Claim”) will be resolved as follows:

A. Informal Resolution: You and BB will first attempt to resolve any Claim informally. In the event that any dispute between BB and you arises out of or relates to: (i) these Terms of Service; (ii) the Services; or (iii) the BB Program, you and we agree to try to promptly resolve any such dispute informally. Please send a written notice describing the dispute to RG@bankerbounty.com.

B. Formal Resolution by Arbitration; Class Action Waiver. READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY, IT LIMITS YOUR RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION.

You agree that any dispute, controversy or Claim arising out of or relating to these Terms of Service, your use of the App, the Site, the Services, or the BB Program, or the determination of the scope or applicability of arbitration shall be governed as set forth below:

If you and BB cannot resolve a Claim informally, any Claim asserted by either party will be resolved only by binding arbitration (“Arbitration”). By agreeing to Arbitration, both you and BB understand and agree that all processes, such as a court action or administrative proceeding, to settle disputes shall be decided by a single arbitrator and that you are waiving your rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle disputes. Instead of suing in court, both you and BB each agree to settle disputes only by Arbitration.

(1) Forum. Forum for arbitration shall be Birmingham, Alabama, or at such other location agreed to by the parties.

(2) Law. Governing law shall be the law of the State of Alabama, without regard to conflicts or choice of law principles.

(3) Selection of Arbitrator. Unless the parties hereto are able to agree on a single arbitrator within ten (10) days after the initiation of an arbitration proceeding, the arbitrator shall be appointed in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision in writing of the arbitrator shall be final and binding upon the parties.

(4) Administration. Arbitration shall be administered by the American Arbitration Association, unless otherwise agreed to by the parties.

(5) Rules. Rules of arbitration shall be the Commercial Arbitration Rules of the American Arbitration Association, as modified by any other instructions that the parties hereto may agree upon at the time, except that each party hereto shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the federal courts but only within such time period and to such degree as shall be permitted by the arbitrator. The arbitrator shall not modify the terms of this Agreement.

(6) Remedies; Award. The arbitrator shall give a written explanation of the reasons for his/her award. The arbitrator shall have power and authority to award any remedy or judgment that could be awarded by a court of law in the jurisdiction. The award rendered by arbitration shall be final and binding upon the parties hereto, and judgment upon the award may be entered in any court of competent jurisdiction in the United States.

(7) Costs. The arbitrator shall have discretion to impose the costs of the arbitration, including the expense of the arbitrator, fees of the arbitrator, hearing expenses and related costs and expenses, upon the losing party, or to divide it between the parties on any terms which may appear just.

(8) Legal Fees. The prevailing party in such arbitration proceeding, as determined by the arbitrator, shall be entitled to recover from the non-prevailing party or parties all legal costs and expenses incurred by the prevailing party, including, but not limited to, reasonable attorneys' fees and other legal costs and expenses, whether incurred before or at arbitration or with respect to enforcement of such arbitration award in a court of competent jurisdiction.

(9) WAIVER OF TRIAL BY JURY. THE PARTIES TO THIS AGREEMENT DESIRE TO AVOID THE ADDITIONAL TIME AND EXPENSE RELATED TO A JURY TRIAL OF ANY DISPUTES ARISING HEREUNDER. THEREFORE, IN THE EVENT THAT ARBITRATION AS SET FORTH ABOVE IS HELD TO BE UNENFORCEABLE AGAINST THE PARTIES, IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO, AND FOR THEIR SUCCESSORS, HEIRS AND PERMITTED ASSIGNS, THAT THEY SHALL AND HEREBY DO WAIVE TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, OR THIRD PARTY CLAIM, INCLUDING ANY AND ALL CLAIMS OF INJURY OR DAMAGES, BROUGHT BY ANY PARTY AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR THE RELATIONSHIP WHICH ARISES HEREUNDER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY ALL PARTIES, AND IS IN THE BEST INTEREST OF ALL PARTIES.

(10) Venue. In the event that arbitration as set forth above is held to be unenforceable against the parties, it is mutually agreed by and between the parties hereto, and for their successors, heirs and permitted assigns, that venue shall be exclusively brought in the state or federal courts with jurisdiction over Jefferson County, Alabama, and the parties hereby consent to such jurisdiction.

(11) Class Action Waiver. Neither you nor BB shall be entitled to join or consolidate claims in Arbitration by or against other individuals or entities or arbitrate any claim as a representative member of a class or in a private attorney general capacity. Accordingly, you and BB agree that the AAA Class Action Procedures do not apply to our Arbitration. A court may sever any portion of this dispute resolution provision if it finds such unenforceable, except for the prohibition on class, representative, and private attorney general arbitrations.