Dispute Resolution

Any dispute arising out of or relating to this Agreement or the Services, API, or Data shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted according to our Governing Law Section of Terms of Use and Policies, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

Dispute Resolution and Arbitration Agreement

As part of the agreement to lawfully permit the use of the Services in the manner disclosed in these Terms, you the User will be required to resolve disputes with ACO on an individual basis through determent, final, and binding arbitration. By entering into these Terms you fully acknowledge that you have read and understand the provisions of these Terms and have exercised reasonable caution in considering the consequences of consenting to these Terms. YOU AND ACO MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, OR AS OUTLINED IN SIGNED SERVICE CONTRACTS. Agreement to Binding Arbitration Between You and AGENCY COUTURE, LLC This agreement to arbitrate (the "Arbitration Agreement") is governed by the Federal Arbitration Act and survives after the Terms terminate or your relationship with ACO ends. ANY ARBITRATION UNDER THE ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, the Arbitration Agreement applies to all Claims (defined below) between you and ACO, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, independent contractors, agents, and shareholders. EXCEPT AS EXPRESSLY PROVIDED BELOW, ALL DISPUTES AND CLAIMS BETWEEN US (EACH, A "CLAIM," AND COLLECTIVELY, "CLAIMS") SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND ACO. These Claims include but are not limited to any dispute, claim, or controversy, whether based on past, present, or future events, arising out of or relating to: these Terms and prior versions thereof (including the breach, termination, enforcement, interpretation, or validity thereof), the Services, any other goods or services made available through the Services, your relationship with ACO, the threatened or actual suspension, deactivation, or termination of your User Account or these Terms, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by ACO, any city, county, state, or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws, claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act, and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by ACO and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND ACO ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THE ARBITRATION AGREEMENT. The Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of the Arbitration Agreement are expressly excluded from the requirement to arbitrate. Prohibition of Class Actions and Non-Individualized Relief. YOU UNDERSTAND AND AGREE THAT YOU AND ACO MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS ("CLASS ACTION WAIVER"). YOU UNDERSTAND AND AGREE THAT YOU AND ACO BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (C) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST ACO. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. Notwithstanding any other provision of these Terms, the Arbitration Agreement, or the AAA Rules (defined below), disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible. Representative PAGA Waiver. Notwithstanding any other provision of these Terms or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and ACO agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 ("PAGA"), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the PAGA, both you and ACO agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, "representative PAGA Waiver"). Notwithstanding any other provision of the Terms, the Arbitration Agreement, or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from these Terms; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

Rules Governing the Arbitration.

Any arbitration conducted pursuant to the Arbitration Agreement shall be administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated (the "AAA Rules"), as modified by the provisions set forth in these Terms. Copies of the AAA Rules can be obtained at the AAA's website (www.adr.org) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person's Claims or otherwise preside over any form of representative, collective, or class proceeding. As part of the arbitration, both you and ACO will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator's decision which shall explain the award given and the findings and conclusions on which the decision is based. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users or Fulfillers but is bound by rulings in prior arbitrations involving the same User or Fulfiller to the extent required by applicable law. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction. Location and Manner of Arbitration. Unless you and ACO agree otherwise (or is documented in a contract or service agreement), any arbitration hearings between ACO and a User will take place in the county of your billing address, and any arbitration hearings between ACO and a Fulfiller will take place in the county in which the Fulfiller provides Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. If your Claim is for $10,000 or less, ACO agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the AAA Rules. If your Claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

Exceptions to Arbitration.

The Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court's jurisdiction; (2) a representative action brought on behalf of others under the PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 9(d) of such action is deemed unenforceable by a court of competent jurisdiction; (3) claims for workers' compensation, state disability insurance, and unemployment insurance benefits; and (4) claims that may not be subject to arbitration as a matter of law. Nothing in the Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state, or federal agency, and nothing in the Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration; however, you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under these Terms. Nothing in these Terms or the Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim, or charge otherwise covered by the Arbitration Agreement.

Severability.

In addition to the severability provisions in subsection (d) above, in the event that any portion of the Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect. Fulfiller Claims in Pending Settlement. If you are a member of a putative class in a lawsuit against ACO involving Fulfiller Claims and a motion for preliminary approval of a settlement has been filed with the court in that lawsuit prior to the Effective Date (a "Pending Settlement Action"), then the Arbitration Agreement shall not apply to your Fulfiller Claims in that particular class action. Instead, your Fulfiller Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable agreement that you accepted prior to the Effective Date.