You and we agree that all disputes, controversies and claims related to these Terms (including the Privacy Policy, Services and any order for any product or services) (each a “Claim”), shall be finally and exclusively resolved by binding arbitration as described in this Section, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other.

A. YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND US ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO WEBSITE, MARKETING, SERVICES, or PRODUCTS  INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS OR OUR PRIVACY POLICY AND PRACTICES (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE NEUTRAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S CONSUMER ARBITRATION RULES (“RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.

B. Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case we will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. We also reserve the right in our sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration may be conducted in the city and state of the defending party, upon the consumer’s  request, by phone with no personal appearances required, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties subject to these Terms and may be entered as a judgment in any court of competent jurisdiction.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may visit the AAA website at www.adr.org.  To the fullest extent permissible under applicable law, all Disputes shall be resolved by binding confidential arbitration on an individual basis.

C. YOU AND WE AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES. NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION. YOU AND WE FURTHER AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL, PROVIDED HOWEVER THAT NOTHING HEREIN SHALL BE DEEMED TO PREVENT A PARTY FROM SEEKING PUBLIC INJUNCTIVE RELIEF IN ARBITRATION UNDER THIS AGREEMENT WHERE APPLICABLE LAW PROVIDES FOR SUCH A RIGHT.

D. Notwithstanding anything to the contrary herein, to the extent the Dispute arises from (i) a violation of your or our intellectual property rights in any manner; (ii) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and (iii) any claim for equitable relief; then both parties agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court consistent with the “Governing Law” section,  and both parties consent to exclusive jurisdiction and venue in such courts. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

E. Governing Law. The Terms are governed by the laws of the State of Delaware and the Federal Arbitration Act (“FAA”), without regard to conflict of law principles. Subject to this Section, which provides that disputes are to be resolved through binding arbitration, to the extent that any lawsuit or court proceeding is permitted hereunder, you and we agree to submit to the exclusive personal jurisdiction of the state courts and federal courts located within Kent county, Delaware, for the purpose of litigating all such disputes. We make no representation that information and materials included in the Services are appropriate or available for use outside the U.S.