Rules of the Arbitral Forum

1. Purpose

The purpose of the Arbitral Forum is to provide parties with a fair, efficient, and cost-effective resolution of their disputes.

2. The Arbitral Forum Definitions

(a) The Arbitral Forum focuses on arbitrating disputes involving Merchant Cash Advance Agreements or “MCA Agreements.”

(b) A financing entity that provides money under an MCA Agreement is referred to as a “Funder.”

(c) A company that receives money under an MCA Agreement from a Funder is called a “Merchant.”

(d) An individual natural person who guarantees performance under an MCA Agreement is called a “Guarantor.”

(e) An arbitration is conducted by a single arbitrator. The term “arbitrator” means the arbitrator hearing a dispute.

(f) The party who initiates the arbitration is called the Claimant. The other party is called the Respondent.

3. Standard Arbitration Clause

If you would like to include an arbitration clause for the Arbitral Forum in your contract, the Arbitral Forum suggests this clause:

As the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this agreement, a party may demand that any such dispute be resolved by arbitration administered by the Arbitral Forum (https://arbitralforum.com) in accordance with its Rules, and each party hereby consents to any such disputes being so resolved. An arbitrator from the Arbitral Forum will determine if the Arbitral Forum has jurisdiction over the dispute. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction.

4. Fees

The fees are set forth in the schedule posted at http://arbitralforum.com. They may also be requested by emailing admin@arbitralforum.com or by calling the Arbitral Forum.

5. Scope and Applicability of Rules

(a) These Rules are part of any agreement to have an arbitration administered by the Arbitral Forum.

(b) The version of these Rules in effect at the time a party initiates an arbitration governs the dispute.

(c) An arbitrator from the Arbitral Forum will determine if the Arbitral Forum has jurisdiction over the dispute including resolving any objections regarding the existence, formation, enforceability, validity, or scope of an agreement to arbitrate; the arbitrability of any claim or counterclaim; determining whether a party has been served; or whether any conditions precedent have been satisfied or waived.

(d) The Arbitral Forum may amend these Rules at any time.

(e) The arbitrator may vary these Rules to ensure a fair, efficient, and cost-effective proceeding.

(f) All arbitrations take place online.

6. Service of Process and Other Papers

(a) The parties agree to electronic service of process, with service to be made to the email address provided or otherwise referenced in their arbitration clause or the agreement containing the arbitration clause.

(b) If no email address is provided in the agreement, the parties agree to electronic service at the last known email address one party had for the other party, as well as any publicly accessible email address.

(c) Service is complete upon sending the email, even if a party has not opened an email. The parties are responsible for maintaining and actively monitoring a valid email address.

(d) The arbitrator will determine if a party was properly served.

7. Computation of Time

In computing any time period specified in these Rules, one must exclude the day of the event that triggers the period; count every day, including intermediate Saturdays, Sundays, and legal holidays; and include the last day of the period. If a deadline falls on a Saturday, Sunday, or a day on which the United States courts under 5 U.S.C. § 6103 are closed due to observance of a public holiday, the deadline shall be extended to the next business day.

8. Authority to Administer, Decline, Dismiss or Pause Arbitrations

(a) The Arbitral Forum, in its sole discretion and at any time in the arbitration process, may decline to hear, dismiss, or pause any arbitration proceeding.

(b) In the event of an emergency impacting the Arbitral Forum, the arbitrator, or the parties, such as a medical emergency for an individual or a widespread emergency such as a public health emergency, wildfire, hurricane, or earthquake, the Arbitral Forum, in its sole discretion, may modify these Rules or extend any deadline in these Rules in connection with an arbitration proceeding.

9. Party Representation and Advocacy

Non-lawyers may represent and advocate for the parties in any mediation or in any arbitration including, but not limited to, corporations, limited liability companies, and natural persons.

10. Arbitration Procedures for the Hearing and Award

The procedures for the arbitration may be requested by emailing the appointed arbitrator or by calling the Arbitral Forum. The arbitrator may vary these procedures to ensure a fair, efficient, and cost-effective proceeding.

11. Waiver of Objections

Objections to the arbitrability of a dispute in whole or in part are considered waived if not raised in the Final Response to Claim or Response to Counterclaim.

12. Amendments and Notice of Claims, Counterclaims, Defenses, and Remedies

(a) Amendments shall occur only with the arbitrator’s permission, which shall be granted in the interests of justice. The arbitrator need not require full repleading for minor amendments or corrections and need not afford a full fourteen (14) days response time if justice can be served more efficiently.

(b) Each party shall provide reasonable and timely notice to the other parties of the claims, counterclaims, remedies sought, and defenses, as provided in these Rules. The arbitrator may not consider any claims, counterclaims, remedies sought, or defenses in the absence of such notice, unless the arbitrator determines that the lack of notice has not caused undue prejudice.

13. Arbitrator Appointment, Disclosures, and Disqualification

(a) The Arbitral Forum shall assign the arbitrator.

(b) Arbitral Forum’s appointment of an arbitrator is final and conclusive barring any conflict of interest or other ethical consideration which may impact the arbitrator’s ability to remain impartial or independent or properly hear your case. If any party has a concern with your assigned arbitrator, you must immediately bring that concern to the Arbitral Forum’s attention.

(c) The Arbitral Forum shall then decide whether the arbitrator should be disqualified and whether to appoint a new arbitrator, and Arbitral Forum’s decision shall be final and conclusive.

(d) Notwithstanding the foregoing, Arbitral Forum may re-assign your arbitrator at Arbitral Forum’s discretion any time prior to a hearing or award at no additional charge and will, in such cases, provide notice to the parties. The failure of a party to timely object to the appointment or continued service of an arbitrator shall result in the waiver of the right to object to an arbitrator.

14. Powers and Authority of the Arbitrator

(a) The Arbitrator shall have all the powers and authority that are vested in a judge presiding over a civil court within the applicable law agreed to in the agreement.

(b) The Arbitrator will adjudicate all issues of fact and law brought before the arbitrator, and shall render a final, binding award with a written decision on the merits of the dispute.

(c) The Arbitrator may enforce compliance with these rules and the arbitration proceedings, including the imposition of sanctions for non-compliance, contempt, or abuse of process similar to those available to a court of law. In the event a party does not timely submit evidence or respond to the arbitrator’s questions, the arbitration shall be conducted in its absence.

(d) The Arbitrator has the authority to award any remedies or relief that would be available in a court of law, including, but not limited to, compensatory damages, injunctive relief of any type (including the power to issue a temporary restraining order, a preliminary injunction or a permanent injunction), the power to appoint a receiver, and specific performance.

(e) The Arbitrator may award costs and attorney’s fees to the prevailing party, in a manner consistent with the law applicable to the dispute.

(f) The decision of the Arbitrator shall be final and binding upon the parties, subject to limited rights of review and appeal as provided by applicable law.

15. Confidentiality

(a) The arbitration is private and confidential between the parties of a dispute, and all communications, negotiations, or settlement discussions by and between the participants and/or arbitrator in the arbitration shall remain confidential.

(b) Evidence of anything said or any admissions made in the course of the arbitration shall not be admissible in evidence or subject to discovery, and disclosure of that evidence cannot be compelled in any civil action or proceeding in which testimony can be compelled to be given.

(c) A party’s failure to maintain the confidentiality of the proceedings shall be considered a breach of contract, and Arbitral Forum shall have jurisdiction over a claim for such breach.

16. Hearing

(a) The hearing is the formal meeting during which the parties present their case to the arbitrator.

(b) The hearing will be held on videoconferences or, if the arbitrator determines that it is necessary, by telephone.

(c) The arbitrator has the discretion to determine the admissibility, relevance, materiality, and weight of any evidence presented. The parties agree that the arbitrator can decide what evidence to consider without being strictly bound by formal rules such as those used in court. The evidentiary procedures in arbitration will typically be simpler and less formal that those used in court so as to speed up the proceedings and reduce costs. For example, an arbitrator might allow the submission of documents or reports without the need for the testimony of the author.

(d) The arbitrator has discretion with regards to the length of a hearing, time allotted to each party or witness to make statements during a hearing, what evidence the arbitrator will consider, and in how to interpret and weigh such evidence. The testimony of witnesses and parties shall be given under oath and penalty of perjury. The arbitrator has the power to administer oaths. The arbitrator shall rule on the admission and exclusion of evidence, on questions of procedure, and shall exercise all powers relating to the conduct of the hearing.

(e) Any party desiring an interpreter during any part of the arbitration shall make any necessary arrangements with the interpreter and shall pay the costs of the interpreter’s service. An interpreter must be certified or registered to serve as a court interpreter in the state where the interpreter is located unless the arbitrator waives the certification or registration requirement.

(f) Evidence of anything said or any admissions made in the course of the arbitration shall not be admissible in evidence or subject to discovery, and disclosure of that evidence cannot be compelled in any civil action or proceeding in which testimony can be compelled to be given.

(g) The arbitration is private and confidential between the parties of a dispute. As such, only parties, witnesses, interpreters, experts, and any other person having a direct interest in the arbitration may attend a hearing unless all participating parties otherwise agree. The arbitrator, in the arbitrator’s discretion, shall determine whether a witness, interpreters, or any other person with a direct interest in the arbitration is permitted to attend the hearing.

(h) If requested by the arbitrator, the parties may submit evidence after a hearing. Such evidence will be allowed only at the arbitrator's request and discretion and not as a matter of course.

(i) When the arbitrator determines that all relevant and material evidence and arguments have been presented, the arbitrator will declare the hearing to be closed.

17. Award

(a) The award is the decision made by the arbitrator that resolves the dispute between the parties.

(b) The award is equivalent to a judgment in a court of law. The award specifies the rights and obligations of the parties based on the evidence and arguments presented during the hearing.

(c) The Award shall be emailed to both parties within 7 days after the close of hearing. The Arbitral Forum retains discretion to extend any time limit if warranted by the circumstances.

(d) In issuing the Award, the arbitrator shall be guided by the rules of law agreed upon in the agreement. In the absence of such agreement, the arbitrator will be guided by the law or the rules of law that the arbitrator deems to be most appropriate.

(d) The arbitrator shall award pre-award interest, post-award interest, other expenses or fees, or any combination thereof, if provided by the parties’ agreement or permitted by applicable law.

(e) Within 3 days after service of an Award, any party may serve upon Arbitral Forum and the other party a request that the arbitrator correct any computational, typographical or other similar error(s) in an Award.

(f) The Award is considered final for purposes of a judicial proceeding to confirm, enforce, correct, modify, or vacate the Award, on the earlier of (a) 3 days after service of the Award if no request or proposal for a correction is made within 3 days after service of the Award, or (b) otherwise on the date that (i) the arbitrator or Arbitral Forum informs the parties that requested or proposed corrections will not be made, or (ii) the arbitrator serves the corrected Award.

(g) For any interest calculation purposes, payment on any Award is due in full s upon service of the Award by the arbitrator.

May 30, 2024