This Section 22 (“Arbitration Agreement”) contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

1. • Applicability of Arbitration Agreement. Both you and Company (collectively, the “parties”) irrevocably agree that any dispute, controversy or claim between the parties (or their respective affiliated entities, successors or assigns) arising out of or related to this Agreement or the services, transactions or agreements contemplated by this Agreement, or the breach, termination or validity hereof will be submitted to binding arbitration as the exclusive means of resolving and deciding such dispute, controversy or claim.  
   • Arbitration Rules. Any arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time of the arbitration to the extent such rules are not inconsistent with this Arbitration Agreement.  Arbitration will be conducted by a single independent and impartial arbitrator selected from the AAA’s panel of neutrals. The arbitrator will determine issues of arbitrability in the first instance but may not limit, expand or otherwise modify the terms of this Agreement.  Without limiting the foregoing, the arbitrator will not have the power to award damages (other than actual compensatory damages) in excess of the limitations set forth in Section 12 and will not award any damages that are specifically excluded under this Agreement. The arbitral award will be in writing, state the reasons for the award, and will be final and binding upon the parties. The arbitration and award will be kept strictly confidential (except to the extent required by law or in connection with proceedings to enforce such award). Judgment on the award may be entered by any court of competent jurisdiction. The parties agree to participate in the arbitration in good faith and share equally in the fees of the AAA and the arbitrator.  
   • Time Limits.  Any arbitration must be initiated and/or demanded in writing within twelve (12) months after the claim has accrued. Any claim or dispute first asserted after such 12-month period will be deemed barred and waived, the parties agreeing that such time period is a bargained for contractual shortening of any applicable statute of limitations. 
   • Waiver of Class or Consolidated Actions. You agree that you will resolve any disputes or claim with the Company on an individual basis, and that any claims arising out of or in connection with this Agreement will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.  You further agree not to participate in any consolidated, class or representative proceeding brought by any third party arising out of or in connection with this Agreement.  The arbitrator will decide the rights and liabilities, if any, of only you and Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties, nor shall the arbitrator have authority to award relief to any person but the individual parties to a single arbitration. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON.  This includes instances in which the Company or you are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on the Company’s or your behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate.  If any court or arbitrator determines that the preceding waiver is void or unenforceable or that arbitration can proceed on a class basis, then the dispute or claim will not be subject to arbitration.
   • Claims Not Subject to Arbitration.  Notwithstanding this Arbitration Agreement, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of patent, copyright, trademark, trade secrets, database rights, moral rights, mask work rights, or other Intellectual Property Rights, will not be subject to this Arbitration Agreement and are subject to litigation in court.
   • Courts; Jury Waiver. In any circumstances where this Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal and exclusive jurisdiction of the courts located in the city of St. Louis, State of Missouri, United States of America, for such purpose.  Each party consents to the jurisdiction of such courts, and waives any and all objections to the exercise of jurisdiction over such party by such courts and any objections based on inconvenient forum or venue in such courts; provided, however, that any publicly funded state institution will not be bound by such choice of venue and jurisdiction to the extent laws applicable to such institution expressly prohibit it from consenting to venue or jurisdiction outside its home state.  EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; ACKNOWLEDGING THAT SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY AND AS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THIS AGREEMENT.  WHERE PROHIBITED BY APPLICABLE LAW, THE FOREGOING JURY WAIVER SHALL HAVE NOT FORCE OR EFFECT.   
   • Equitable Relief. You agree that a breach of this Agreement by you will cause irreparable harm to Company for which monetary damages would not be an adequate remedy and that Company shall be entitled to injunctive and other equitable relief (including but not limited to a restraining order or specific performance) in addition to any other remedies it may have hereunder or at law, without a bond or other security or having to prove that monetary damages alone will not afford an adequate remedy. A request for equitable relief will not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
   • Governing Law.  This Agreement, and all matters arising out of, or relating to, this Agreement or the Application shall be governed by the federal laws of the United States (including the Federal Arbitration Act as to the Arbitration Agreement) and the laws of the State of Missouri, without giving effect to the conflict of law provisions thereof. The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form (“UCITA”), shall not apply to this Agreement and, to the extent that UCITA is applicable, Company and you hereby opt-out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.