GreatNoprofits

I. BACKGROUND

A. Relationship Between GNP and Exygy GNP is a nonprofit organization that provides reviews and ratings of other nonprofit organizations. In this action, GNP alleged it hired Exygy in 2010 to provide custom software that would enable people to use GNP’s website to read and provide reviews of nonprofits. GNP alleged that Exygy’s software was defective, and GNP’s Web site experienced serious and frequent technical problems. GNP asked McManus, its consultant and advisor, to supervise Exygy’s work, and he began doing so in December 2011.

1 GNP and Exygy entered into a written contract in January 2012. The contract (or “Terms & Agreement”) contained the following language: “Dispute Resolution: . . . If fourteen days pass from the time [a] dispute has arisen and it has not been settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If mediation doesn’t work, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by binding…