Terms and Conditions of Use

- YOU HAVE READ AND UNDERSTAND THESE TERMS;

- YOU WILL COMPLY WITH THESE TERMS; AND

- YOU ARE LEGALLY COMPETENT TO ENTER INTO A LEGAL AGREEMENT. 

By using the Website, you are electronically signing these Terms. You understand and agree that your electronic signature is the legal equivalent of your manual signature.

IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action. Please carefully review the Agreement to Arbitrate at the end of these Terms.

Welcome to our website www.ninaricci.com (the "Website").

The Website is managed by the French company PUIG FRANCE S.A.S. (hereinafter, the “Company”), with registered office at 65-67 Avenue des Champs Elysées 75008, Paris (France) incorporated in the commercial register of Paris under the number (SIREN) nº 380681833.

For further information, any question or help you may need, you may contact us by email at contact@ninaricci.com.

These terms and conditions of use (the “Terms and Conditions of Use”) govern the access and use of the Website. Accessing and using the Website, imply that the consumer reads these Terms and Conditions of Use and accepts these without any reservations. To access and use this Website the consumer must be 18 or older or the consumer has the consent of his mother/father or legal guardian.

We would request that the users read these Terms and Conditions of Use prior to any use of the Website, since they may be adapted and/or amended by the Company at any time. If the user does not accept them, we would request that the user refrains from using the Website and its content.

If you need any help or any additional information, you can contact our customer service by email at contact@ninaricci.com.

These Terms and Conditions of Use form an integral whole with our Privacy Policy and our Cookies Policy.

Also, please be informed that the Company may offer through the Website, services that may be subject to its own particular conditions, about which you will be informed in each specific case.

The mere navigation through the Website, as well as the use of any of the functionalities or services offered therein, imply the acceptance as a user, without any reservation.

The use of all or any part of the Website, including the display of the web pages and any communication with the Company and the possibility to download product information should be carried out as part of a personal use only. Any use, copy, transfer or representation of the Website for any other purposes than a personal use is prohibited.

At any time, the Company may modify or simply update all or any part of these Terms and Conditions of Use. Any modification or update of these Terms and Conditions of Use shall be notified on the homepage of the Website upon their adoption and shall apply as soon as they are made available in this section of the Website. The Company shall implement every effort to ensure all information provided on the Website is accurate and up to date. However, the Company cannot guarantee the absence of errors in its contents nor that the latter are systematically updated.

Furthermore, the Company may not be held liable:

· for any interruption of the Website (in particular as regards maintenance, security or technical constraints);

· for any interruption of the Website (in particular as regards maintenance, security or technical constraints);

· for any occurrence of errors;

· for any inaccuracy or omission bearing on information available on the Website;

· for any damage resulting from the fraudulent intrusion of a third-party leading to any changes in the information made available on the Website;

· and more generally, for any direct or indirect damage, whatever the causes, nature or consequences, including any costs resulting from the purchase of goods available on the Website, loss of profit, customers, data, or any other loss of intangible assets that may occur due to any person's access to the Website, or the impossibility to access it, or resulting from the credit given to any information originating directly or indirectly from it.

Users are entirely liable for accessing the Website as well as for any use that may be made with the information contained on the Website. Company disclaims any liability for all and any damage and/or harm that may result directly or indirectly from the access and/or use on the information contained on the Website. Be reminded that the services offered on the Website may be interrupted due to maintenance work or failures beyond Company’s control, which will be resolved within a reasonable period of time.

In addition, users shall be held liable for all and any damage or harm that Company may suffer due to their failure to fulfill any obligations to which they are bound under these Terms and Conditions of Use and/or the legislation applicable to the use of the Website.

Users represent, warrant and agree that will not use the Website to do any of the following:

· Infringe or violate the intellectual property or other rights of any person or organization;

· Violate any law;

· Do any act that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable;

· Jeopardize the security of your or anyone else’s account (such as allowing someone else to log in to your Account);

· Attempt in any manner to obtain Account credentials or other security information from any other user;

· Breach, test, circumvent (or attempt to breach, test or circumvent) any security protection or access management feature in the Website or otherwise attempt to gain unauthorized access to the Website or our computer systems or networks;

· Run any bot or process that runs or is activated while you are not logged into the Website or that otherwise interferes with the proper working of the Website (including by placing an unreasonable load on the Website infrastructure);

· Crawl, scrape, index or extract web data from any part of the Website;

· Use the Website to send unsolicited messages or advertisements;

· Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast or otherwise make available or exploit any feature or functionality of the Website (including through time-sharing, use of service bureau or by otherwise making the Website available on a network on which it is accessible by more than one Device at any time);

· Transmit or upload any material that contains viruses, time bombs, trojan horses, worms, malware, spyware or any other program that may be harmful or dangerous, whether accidentally or intentionally;

· Reformat or frame any portion of the Website without our prior written consent;

· Collect or store Personal Data about or of any other user without his or her express prior written consent or otherwise invade another user’s privacy; and

· Decompile, reverse engineer, decode or otherwise attempt to derive or obtain the source code or underlying ideas or information of or relating to the Website (unless applicable laws specifically prohibits this restriction).

We may, in our sole discretion, terminate users’ right to use the Website if they violate any of the above rules. 

In this sense, user’s breach in any of the provisions described herein, may give rise to the exercise of as many judicial or extrajudicial actions that the Company may consider for the exercise of its rights.

 Through the different forms on the Website, the user may provide the Company with its personal data. We urge you to carefully read our Privacy Policy, which also applies to users who access our Website and using its services without purchasing any products. Our Privacy Policy helps you to understand how we collect and use your personal data and for what purposes. You can consult here our Privacy Policy.

Also, be informed that that this Website uses cookies. For more information, see our Cookies Policy.

We maintain administrative, technical, and physical safeguards to protect users Personal Data. No online service is completely secure. Users are responsible for using the precautions and security measures best suited for their situation and intended use of the Website. Without limiting the terms of our Privacy Policy, users understand that we do not and cannot guarantee that their use of the Website and/or the information provided to or by users through the Website are or will be private or secure. Except as expressly required by law, we are not responsible or liable to users for any lack of privacy or security users may experience when they use the Website. We reserve the right to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request or to protect the security of other users and the Website.

All intellectual property rights over designs, databases, subjacent computer programs (including source code), and the various elements that comprise the Website (including but not limited to text, graphics, photographs, videos, sound recordings and/or color combinations) (“Content”), as well as their structure, selection and order, belong to the Company and/or, where applicable, its licensors. As regards the distinctive symbols included on the Website (trademarks and trade names), the same also belong to the Company and/or its licensors.

The use of the Website by the user shall not imply the transfer of any intellectual property rights over the Website and/or the Content.

The user is only authorized to view and obtain a temporary private copy of the Content for personal and private use in their computer systems (software and hardware) and not assigned to third parties. With the above exception, pursuant to these Terms and Conditions, it is expressly forbidden to the user the reproduction, transformation, distribution, public communication, public disposal, extraction, reuse, forwarding and/or use of any nature by any means or procedure, of any Content and/or trademarks of the Company, except where it is legally permitted or authorized expressly and in writing by the Company and/or its licensors.

By way of example but not limited to it, the user is not authorized to:

- Use the information contained on the Website for the purpose of developing commercial activities or professional nature (direct sales or any other commercial purpose as well as marketing in any way with this information).

- Delete, avoid or manipulate the copyright and other identifying data of the Company rights, as well as any protection mechanisms.

- Disassemble, decompile or invert the databases in which Website’s information is stored.

- Modify the software or use modified software versions, and in particular – without this list being limiting – in view of obtaining unauthorized access to the service and accessing the Website through any other means than the interface made available to you by the Company for that purpose.

- Copy, modify or create any derivative work, reverse engineer or disassemble, or otherwise attempt to locate the source code (excluding the cases provided for by law), sell, assign, sub-license or transfer in any way whatsoever any rights pertaining to the software.

Unauthorized use of the content of this Website and any damage caused to the Company’s intellectual property rights may result in the Company taking whatever action to which they may be entitled by law, and in any liabilities that may arise thereof.

If users upload photos, videos, drawings or other images (“Images”), they agree as follows

· Users will not upload Images that are not their original work or that infringe the copyrights, trademarks, privacy or other proprietary rights of anyone else. 

· Users represent to the Company that they own all the rights regarding the Images and have obtained consent from everyone and for everything appearing in the Image to provide their Image to use.

· To display Images in the Website and to allow other users to view them (where applicable), users grant the Company a world-wide, royalty-free license (with the right to sublicense) to translate, modify (for technical purposes, such as to ensure that the Images are viewable on a mobile device), reproduce and otherwise act with respect to their Images for any commercial purpose, such as for our advertising, marketing, promotions and merchandising, in any media or territory, for the maximum period of time permitted by law. Users grant us a license only – their ownership in their Images is not affected.

Users expressly authorize the Company and its affiliates and agents to reproduce, communicate or distribute, adapt and transform the Images for use on our social networks including our official Instagram and Facebook and any other social networks accounts. We are not held liable for the improper and/or fraudulent use of users Image or modifications and/or alteration of any Image made by any third party.

For the avoidance of doubt, these Terms and Conditions refer only to this Website and the contents of the Company, and the links or third-party web pages that are accessible on the Website do not apply.

a)     Links to the Website

Third parties who intend to include on a Website (“Linking Site”) a link that redirects to the Website must obtain the prior written consent of the Company.

Under no circumstances may the authorization granted by the Company be construed as any endorsement, promotion, guarantee, supervision and/or recommendation of the content and/or services of the Linking Site or as responsibility for its content.

The Linking Site must comply with the legislation in force and shall not, under any circumstances, host any content, of its own or belonging to third parties, that: (i) is illicit, harmful or contrary to morals and good manners (including but not limited to pornographic, violent, racist and/or slanderous); and/or (ii) is inappropriate or irrelevant.

In the event of breach of any of the aforementioned terms, the Company shall, with immediate effect, revoke the authorization granted to the Linking Site, which must remove the link without delay.

b)    Links to other Websites

The Website may contain hypertext links ("Linked Sites") for informational purposes for the user towards other websites which are not related to the Website in any way whatsoever. The Company has no control over these types of websites and their content, nor does it implement any "monitoring" activities as regards them. The Company cannot be held liable for the content of these websites, nor for the rules adopted by the latter as regards your privacy and the management of your personal data while you navigate.

We therefore advise you to be extremely cautious whenever you connect to these websites through the links contained on the Website and carefully read their conditions of use and privacy rules.

We remind you, that these Terms and Conditions of Use and the Privacy Policy of the Company do not apply to any websites managed by publishers other than the Company.

The Website may sometimes provide links towards other websites only in order to help its own users/visitors in their search and navigation, as well as facilitate internet hypertext connections towards other websites. The activation of the links does not imply any access and navigation recommendations or advice from the Company as regards these websites, nor any guarantee as regards the content, services or goods provided by them and sold to internet users. In relation with the foregoing, these links do not imply in any case the existence of commercial, mercantile or other relationships with the owner of the Website.

c)     Social Networks

Social networks are part of the daily life of many users and, therefore, we invite you to join the profiles that the Company has on the different social networks.

Said social networks establish their own conditions of use and privacy, these being beyond the control of the Company. In this sense, you must bear in mind that, unless we request your data directly (for example, through marketing actions, contests, promotions, or any other valid way), your data will belong to the corresponding social network, that is why we recommend that you carefully read their Terms and Conditions of Use and their Privacy Policies and to make sure to configure your preferences regarding the treatment of the data.

Neither the Company nor its agents and licensors make any representations or warranties concerning any Content of or accessed through the Website. We are not responsible or liable for the accuracy, copyright compliance or decency of Content contained in or accessed through the Website. THE WEBSITE AND CONTENT ARE PROVIDED BY THE COMPANY (AND ITS AGENTS AND LICENSORS) “AS IS,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY AND ITS REPRESENTATIVES, AGENTS AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EQUITY HOLDERS, EMPLOYEES, PARENT ENTITIES, SUBSIDIARIES, AFFILIATED ENTITIES, REPRESENTATIVES, AGENTS AND LICENSORS (“COMPANY PARTIES”) ARE AND WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING IN ANY WAY TO THE WBESITE OR CONTENT.

EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE WBESITE OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED IN THE AGGREGATE ONE HUNDRED UNITED STATES DOLLARS ($100.00).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND US UNDER THESE TERMS BUT WILL NOT BE APPLICABLE IF AND WHERE PROHIBITED BY APPLICABLE LAW. 

Users acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that we would not be willing to grant users the rights set forth in these Terms but for users agreement to the above limitations of liability.

EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

USERS THAT ARE CALIFORNIA RESIDENTS WAIVE THEIR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".

Users agree to defend, indemnify and hold harmless the Company from any and all liability including costs, expenses, the costs of enforcing any right to indemnification hereunder and any insurance provider and attorneys’ fees brought against any of them by any third party arising out of or related to your violation of these Terms or use of the Website. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects our rights or obligations may be made without our prior written approval.

The Company agrees to indemnify users for any direct damages that users suffer arising out of or related to any suit, action of proceeding by a third party to the extent such direct damages arise from a claim that your use of the Website in compliance with these Terms infringes a third party’s U.S. patent, copyright or trademark right.

These Terms are governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof. You and the Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York, for resolution of any lawsuit or court proceeding permitted under these Terms. Any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one year after such claim or cause of action arose or be forever barred. Any claim by you that may arise in connection with these Terms will be compensable by monetary damages and you will in no event be entitled to injunctive or other equitable relief.

Integration. These Terms and any other terms expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and the Company regarding your use of the Website.

Survival. Any provision of these Terms that, by its nature, should survive termination of these Terms shall survive termination. By way of example, all of the following provisions will survive termination: any limitation on our liability, terms regarding ownership or intellectual property rights, any obligation you have to pay us, and terms regarding disputes between us.

Email and Phone Communications. The communications between you and the Company may use email or text messages. Except when as prohibited by applicable law, you (a) consent to receive communications about these Terms from us in electronic form at the email address or phone number you provide to us; and (b) agree that all terms and conditions, agreements, notices, disclosures and other communications that we electronically provide to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.

Consent to Electronic Contracting and Receiving Electronic Records. When you use our Website, including signing up to receive email or text messages, you consent to receive electronic records from us and consent to us contacting you electronically.  We will try to promptly respond to all inquiries, but we are not obligated to do so.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  You agree that any time you electronically transact, agree or consent via the Website it is intended to be an electronic signature which binds you as if you had signed on paper.  You agree that your use of the Website, other than to read the Terms (or Service Specific Terms) and Privacy Policy, constitutes agreement to the Terms, and any applicable Service Specific Terms, then posted without further action by you.  In order to withdraw your consent, update your contact information, or obtain paper copies of electronic records, you must contact us as outlined in herein, and stop using the Website.  If you withdraw your consent, you will be removed from any email or text message program.  If there is a cost to provide you with paper copies of electronic records due to a large number of copies, we will disclose that to you prior to sending you electronic records.  Your consent to receive electronic records applies to your use of the Website.  Your devices must be able to review websites and electronic documents (such as PDF), receive email, or receive text messages to receive electronic records, depending on whether you are using the Website, or subscribing to email or text messages.

Events Outside Our Control. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, please contact Customer Support to resolve a complaint regarding the Website or to receive further information regarding use of the Website. You also may contact the Complaint Assistance Unit of the Division of Consumer Website of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Website or to receive further information regarding use of the Website.

Other General Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. The Company may assign these Terms at any time after reasonable notice but without consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You and the Company are independent contractors in the performance of each part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise.  You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms. You and the Company are and will be solely responsible for your/its respective employees and agents and respective labor costs and expenses arising in connection with those employees and agents. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision.

Last update: November 2025

© PUIG FRANCE SAS. 2025. All rights reserved.

READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE SUIT IN COURT.

In the interest of resolving disputes between you and the Company in the most expedient and cost-effective manner, you and the Company agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. These Terms require you to arbitrate disputes, includes all claims arising out of or relating to any aspect of these Terms and the Website, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1.      Generally

You and we (referred to individually in this Arbitration Agreement as “party” and collectively as “parties”) each agree that any and all controversies, disputes, allegations, or claims at law or equity that have arisen or may arise between you and us relating in any way to or arising out of this or previous versions of these Terms, the creation, production, manufacture, distribution, promotion, marketing, advertising (including oral and written statements), use of or sale of any and all of our products, through all merchandising channels, including but not limited to, the internet, this website, our Mobile App, social media, telephone, catalog, radio, television, mobile device and participating retail stores, and use of our Website (“Dispute”), SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, rather than through other legal proceedings in court. Arbitration is more informal than a lawsuit filed in court. It uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. You and the Company agree that we intend for this Arbitration Agreement to satisfy the writing requirement of the Federal Arbitration Act, 9 U.S.C. §1, et seq.

2.      Informal Dispute Resolution First

2.1  You and we agree that, prior to initiating an arbitration or other legal proceeding, you and we will attempt to negotiate an informal resolution of the Dispute. To begin this process, and before initiating any arbitration or legal proceeding against us, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of our Legal Department at 65-67 Avenue des Champs Elysées 75008, Paris (France), or to contact@ninaricci.com.

2.2  Your Notice to us must contain all of the following information: (1) your full name, address, and the email address and phone number associated with your use of the Website or any account or that you have otherwise used to transact with us; (2) a detailed description of the nature and basis of the Dispute; (3) a description of the relief you want, including any money damages you request; and (4) your signature verifying the accuracy of the Notice and, if you are represented by counsel, authorizing us to disclose information about you to your attorney.

2.3  After receipt of your Notice, you and we shall engage in a good-faith effort to resolve the dispute for a period of 60 days, which both sides may extend by written agreement (“Informal Dispute Resolution Period”). During the Informal Dispute Resolution Period, neither you nor we may initiate an arbitration or other legal proceeding.

2.4  If the Dispute is not resolved during the Informal Dispute Resolution Period, you may initiate an individual arbitration as provided below.

3.      Dispute Resolution and Arbitration Procedures

3.1  The assigned independent arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, any part thereof, including, but not limited to, any claim that all or any part of these Terms are void or voidable.

3.2  Conducting Arbitration and Arbitration Rules. Unless you give us notice of opt-out within ten (10) business days of your purchase which is the subject of your Dispute, addressed to: 65-67 Avenue des Champs Elysées 75008, Paris (France), ATTN: Legal Department, or to contact@ninaricci.com, all actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Arbitration Agreement, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in New York County, New York, before a single arbitrator in accordance with Article 75 of New York’s Civil Practice Law and Rules. If the matter in dispute is between us and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. We may have the right to pay the JAMS fees if required for arbitration to be enforceable. If you are a consumer you have the right to an in-person hearing. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The parties may engage in the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms waiving or limiting that relief) in a court of competent jurisdiction in New York County, New York or, if sought by the Company, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the New York Supreme Court or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award.

3.3  An arbitration demand filed with JAMS must include a certification signed by the filing party verifying compliance with the Initial Dispute Resolution requirements and other requirements set out in this Arbitration Agreement.

3.4  If JAMS fails or declines to conduct the arbitration for any reason, you and we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint the arbitration administrator.

4.      Additional Procedures for Multiple Case Filings

4.1  Multiple Case Filings. You and we agree that these “Additional Procedures for Multiple Case Filings” in this Section shall also apply if you or we are subject to twenty-five (25) or more individual arbitration demands of a substantially similar nature with the assistance of the same law firm, group of law firms, or organizations (“Multiple Case Filing”). For the avoidance of doubt, this includes where you choose to participate in a Multiple Case Filing against us; for example, where your counsel asserts your Dispute against us in a Multiple Case Filing. Please be aware that if you do so, the resolution of your Dispute might be delayed and ultimately proceed in court. You and we agree that as part of these procedures, the parties’ counsel shall meet and confer in good faith in an effort to resolve the Disputes, streamline procedures, address the exchange of information, modify the number of Disputes to be adjudicated, and conserve the parties’ and the arbitrator’s resources. The limitations period(s) applicable to each arbitration demand within a Multiple Case Filing, including any applicable statutes of limitations and the requirement to file within one (1) year, shall remain tolled from the time a party makes a pre-arbitration demand to the time when that party files the arbitration demand with the arbitration provider.

4.2  STAGE ONE. If at least twenty-five (25) disputes are submitted as part of the Multiple Case Filing, you and we shall select sixteen (16) Disputes (eight (8) per side) to proceed as cases in individual arbitrations (“Bellwether Arbitrations”) as part of this initial staged process. The number of Disputes to be selected to proceed in Stage One can be increased by agreement of counsel for the parties (and if there are fewer than 50 disputes, all shall proceed individually in Stage One). While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Multiple Case Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration shall be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance. Following resolution of the Bellwether Arbitrations, the parties shall participate in a global mediation of all the remaining demands from the Multiple Case Filings, with a mediator jointly selected by counsel of the parties in an effort to resolve the remaining Disputes that are a part of the Multiple Case Filing.

4.3  STAGE TWO. If the remaining Disputes from the Multiple Case Filings have not been resolved at the conclusion of Stage One, you and we shall select fifty (50) Disputes (twenty-five (25) per side) to proceed as cases in individual arbitrations as Bellwether Arbitrations as part of Stage Two. The number of Disputes to be selected to proceed as part of Stage Two can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage Two). The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings, the parties shall engage in a global mediation session of all remaining Disputes from the Multiple Case Filing with a retired mediator jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two). Upon the completion of the mediation set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of these Terms. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining disputes in individual arbitrations consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Multiple Case Filings, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. The Additional Procedures for Multiple Case Filings provision and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, either an arbitrator or a court of competent jurisdiction decides that the Additional Procedures for Multiple Case Filings apply to your dispute and are not enforceable, then, notwithstanding the severability clause above, your dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms.

4.4  Timing of Bellwether Arbitrations. The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration (in each respective stage, i.e., Stage One, Stage Two, and, if agreed, subsequent stages) within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Multiple Case Filings, including the claims of individuals who are not selected for a Bellwether Arbitration.

5.      Costs of Arbitration 

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. For claims under $10,000, we will reimburse you for all arbitration fees, including the initial filing fee, if you are deemed the prevailing party by the arbitrator. For the global mediations to resolve Multiple Case Filings (if any) that take place according to this Section, we will pay the mediator’s fee.

6.      Exceptions to Arbitration 

This Arbitration Agreement shall not require arbitration of the following types of claims brought by either you or we: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

7.      Class Action and Jury Trial Waiver 

As permitted by applicable law, both you and we agree to waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Arbitration Agreement is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.

As permitted by applicable law, you hereby waive your right to a jury trial with respect to all claims and issues arising under, in connection with, touching upon or relating to these Terms, the breach thereof and/or the scope of the provisions of this Section.