DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST US, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST US BY SOMEONE ELSE.

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INITIAL DISPUTE RESOLUTION AND NOTIFICATION. 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 (as defined below). To begin this process, and before initiating any arbitration or legal proceeding against us, you must send a Notice of Dispute (“Notice”) to us using the contact information in Section 16(g) below. For purposes of these Terms, initiating an arbitration means filing an arbitration demand (“Demand”).

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Your Notice of Dispute must contain all of the following information: (1) your full name, address, and relationship to 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 of Dispute and, if you are represented by counsel, authorizing us to disclose information about you to your attorney.

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After receipt of your Notice of Dispute, 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.

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If the Dispute is not resolved during the Informal Dispute Resolution Period, either party may initiate an individual arbitration as provided below, except for Disputes (i) that may be brought in an individual action in small claims court, or (ii) that relate to the ownership or enforcement of intellectual property rights. In addition, you and we each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in this Arbitration Agreement shall continue to apply.

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“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Platform or Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and we empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms are void or voidable.

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CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS, YOU AND WE EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. ADDITIONALLY, YOU AND WE AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and we acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these terms. Neither you nor we may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more users’ disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and us from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else.

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Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules, the Supplementary Procedures for Consumer Related Disputes, and/or the Supplementary Rules for Multiple Case Filings (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

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Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Delaware.

1. Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.) The Arbitrator will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

2. Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and we submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Santa Clara County, California or in another jurisdiction to which you and we agree in writing; provided, however, that if circumstances prevent you from traveling to Santa Clara County, California, the AAA may hold an in-person hearing in the state where you reside. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

3. Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, and only to the extent necessary to provide relief warranted by the claimant's individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.

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You and we agree to submit to the exclusive jurisdiction of the federal or state courts located in Santa Clara County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

1. Procedures for Multiple Case Filings. YOU AND WE AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US IS WAIVING THE RIGHT TO BRING OR PARTICIPATE IN AN ARBITRATION INVOLVING MULTIPLE CASE FILINGS. Our receipt of twenty-five or more similar Demands for Arbitration (including yours) where representation of the parties is consistent or coordinated across claims (“Multiple Case Filing”) shall be subject to the additional procedures set forth below. Demands included in a Multiple Case Filing may proceed only in accordance with the procedures set out below, and subject to the AAA Supplementary Rules for Multiple Case Filings (“AAA Multiple Case Filing Rules”) to the extent not contrary to the terms of this Arbitration Agreement. If a court determines that this Section 15(E) is not enforceable as to your Demand, then your claim may only proceed individually in court consistent with these Terms.

   1. Batching: You and we agree that your and other individuals’ Demands deemed by us to be a Multiple Case Filing may be filed with AAA in batches of no greater than 50 individuals’ claims at one time, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for you and other claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by us. After your claim is batched and permitted to be filed as a Demand with the AAA, you and we agree that selection and appointment of one or more Arbitrators for your Demand shall be governed by the AAA Multiple Case Filing Rules.

   2. First (Bellwether) Batch: The first batch of up to 50 Demands are the Bellwether Arbitrations. If your Demand is included in the Bellwether Arbitrations, you and we shall cooperate with the Arbitrator(s) assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference.

   3. Stay of Filing of Other Demands: If your Demand is not among those selected for the Bellwether Arbitrations, your Demand cannot be filed until it is assigned to a batch and authorized to be filed in a later stage of this process. No arbitration fees will be assessed on you or we in connection with your Demand unless and until it is assigned to a batch and authorized to be filed with AAA.

   4. Mediation: After the Bellwether Arbitrations are completed, if your Demand remains unresolved, you and we agree to mediate your claim along with any other unresolved claims included in the Multiple Case Filing (“Global Mediation”). The mediator will be selected according to the procedure set forth in the applicable AAA mediation procedures, and we will pay the mediator’s fees. The Global Mediation shall be completed within 120 days of the selection of a mediator, unless extended by written agreement between you and us.

   5. Election To Proceed in Court: If Global Mediation is not successful in resolving your claim, and 100 or more claims included in the Multiple Case Filing remain unresolved, you or we may opt out of arbitration and elect to have your claim resolved in court consistent with Section 16(b) of these Terms. You or we must exercise this election within 45 days of the completion of Global Mediation.

   6. Sequential Arbitration of Remaining Batches: If neither you nor we opt out of arbitration, another batch of no greater than 50 individuals’ Demands will be selected from the Multiple Case Filing, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by us. If your Demand is included in this next batch of 50 claims, your Demand will be filed with AAA, and you and we shall cooperate with the Arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference. The process of batching up to 50 individual claims at a time will continue until the parties resolve all claims included in the Multiple Case Filing. No unbatched Demand can proceed to arbitration until the previous batch has been resolved.

   7. Tolling: For any claim subject to these Multiple Case Filing procedures, any statute of limitations applicable to your claim shall be tolled from the date we receive your Demand until the earlier of (1) the date your Demand is filed with the AAA, or (2) the date you or we opts out of arbitration pursuant to Section 15(E)(v).

   8. Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We will reimburse those fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). The right to recover attorneys’ fees and expenses set forth in the Terms supplements any right to attorneys’ fees and expenses you may have under applicable law. You may not, however, recover duplicative awards of attorneys' fees or costs.

   9. Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void.