Effective/Updated Date: June 8, 2023
Please read these Terms of Service (“Agreement”, “Terms of Service”, “Terms”) carefully before using https://laylasleep.com (“the Site”) operated by Layla Sleep® Inc. (“Layla®” “us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of the Site at https://laylasleep.com
This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.
These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
By placing an order for products or services from this website, you accept and are bound by these terms and conditions.
You may not order or obtain products or services from this website if you (a) do not agree to these terms, (b) are not (i) at least 18 years of age or (ii) legal age to form a binding contract with Layla®, or (c) are prohibited from accessing or using this website or any of this website's contents, goods or services by applicable law.
By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms of Service. Capitalized terms are defined in this Agreement.
The Site and its original content, features and functionality are owned by Layla® and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
LINKS TO OTHER SITES
Layla® grants you a non-exclusive, non-transferable, limited license to use the Site in accordance with this Agreement.
LIMITATION OF LIABILITY
THE REMEDIES DESCRIBED PURSUANT TO THE “LIMITED WARRANTY” SECTION BELOW ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND LAYLA’S ENTIRE OBLIGATION AND LIABILITY RELATED TO ANY PURCHASE. LAYLA’S (AND ITS DIRECTORS’, EMPLOYEES’, PARTNERS’, AGENTS’, SUPPLIERS’, AND AFFILIATES’) LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR ANY PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL LAYLA UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Further, you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses, including but not limited to attorney’s fees, arising from your violation of any third-party’s rights
SITE WARRANTY DISCLAIMER
Your use of the Site is at your sole risk. The Site is provided on an “as is” and “as available” basis. The Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Layla®, its subsidiaries, affiliates, and its licensors do not warrant that a) the Site will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Site is free of viruses or other harmful components; or d) the results of using the Site will meet your requirements.
Layla® , in its sole and absolute discretion, honor promotions prior to or after the advertised promotional period. However, we are under no obligation to do so.
Coupon codes and promotions may have expiration dates and we may decide to stop accepting any coupon codes or stop any promotion at any time. Requests not complying with all terms and conditions of the coupon codes will not be honored. Coupon codes and promotions are subject to certain merchandise exclusions or any other restrictions as may be determined and communicated in Our sole discretion.
Promotional items are always while supplies last. Promotional items cannot be substituted or credited for an additional discount and are not covered by warranty. Coupon codes cannot be redeemed for cash or any cash equivalent. See “Cancellations/Returns” for more information regarding returns of promotional items.
Layla® offers a 120 night trial for Layla Sleep® mattresses, however you must keep the mattress for 30 days prior to initiating a return. Only 1 return or exchange will be allowed per address.
Warranty: Layla Sleep® Inc. warranties that Layla® brand products will be free from defects in material and workmanship that may compromise sleep quality for the life of the product. The specific warranty period varies per mattress.
Fewer than ten years after the original purchase: Layla® will replace any defective Layla Sleep® mattress (subject to the limitations hereunder) with a brand new Layla Sleep® mattress of equal or greater value at absolutely no charge to you.
Ten years or later after original purchase: Layla Sleep will completely repair and re-cover your defective Layla Sleep® mattress (subject to the limitations hereunder). Layla® may alternately elect, in its sole and absolute discretion to replace your defective Layla Sleep® mattress, at Layla Sleep’s option. This warranty does not include costs of shipping the replacement mattress, unless waived in Layla’s sole and absolute discretion.
Mattress Warranty Exclusions and Limitations: This warranty applies only to the original purchaser and is valid if used properly. Proper use is defined as using the mattress on a firm, rigid and smooth surface that allows air ventilation and supports the entire mattress, INCLUDING THE CENTER, such as a slatted bed platform or box spring. Note: Using a box spring foundation manufactured by any other brand besides Layla Sleep® Inc will void mattress warranty. Proper use also means that the product was not abused by the purchaser. This includes keeping the mattress properly protected and free of moisture.
Items which are provided as a gift, donation, or purchased second hand, will not qualify for warranty. Promotional items do not qualify for warranty or replacement claims.
This warranty does not apply to a purchaser’s personal comfort preferences, such as the firmness of the mattress, bed height, weight, etc., or to normal body impressions of 1″ or less.
Warranties are non-transferable. Items or components replaced under warranty are subject to the warranty term from the date of original purchase.
Mattress Manufacturing Defects are solely as follows: (a) seams coming apart; (b) visible permanent compression of the mattress surface greater than 1″; (c) loss of mattress shape beyond 1”.
For avoidance of doubt, Mattress Manufacturing Defects DO NOT include: (a) faults in the cosmetic appearance, such as wrinkles on the fabric (b) cosmetic changes that naturally occur over time, including natural blemishes in the fabric; (c) mattresses that may have been soiled, dampened, burned, stained or otherwise abused; (d) mattress dimension (width, length and or height) discrepancies of up to +-1″; and/or (h) appearance of mold on and/or infestation with vermin (such as bed bugs) due to improper and unsanitary care of the mattress. Also, we do not guarantee your new mattress will not have a scent. All natural and man-made materials can have a scent and often do. None of our materials have a toxic emission based on scientific, 3rd party verification. A natural occurring scent is not a warranty issue.
Voiding of Warranty
The following cases may, but do not comprise the comprehensive set of circumstances that, void any and all warranties:
- Leaving the Layla® mattress in the box for more than two weeks after receiving it.
- Using a box spring foundation manufactured by any brand other than Layla Sleep®.
- Using a metal bed frame that doesn’t have a center support bar.
- Using a base with slats spaced more than 4” apart.
- Using the Layla® mattress for any commercial use i.e. hotels, motels, rental properties, hostels, dorms, schools, shelters, rooming and boarding homes, bed and breakfasts, vacation rentals, etc.
- Any other situation where the mattress was damaged due to non-traditional use.
Warranty Performance: We will repair or replace the defective mattress or the defective component(s) of the mattress. In the case of a manufacturing defect in a component of the mattress, such as the mattress cover, we may elect to repair or replace the component rather than replace the entire mattress, and we reserve sole and complete discretion over that election. If we elect to replace the mattress or component, we will replace it with the model, version, color, or style available at the time of replacement, which may be different in certain respects than the original. There may be a shipping fee up to $50 associated with warranty repairs or replacement (this fee will be evaluated on a case by case basis by Layla Sleep® Inc.). Warranty does not cover the shipping cost for replacement items or components. Layla® reserves the right to decline a warranty request if all information has not been provided, or the item in question does not qualify.
Any item(s) which arrive with cosmetic damage must be reported within 14 days of the receipt by date of each product. This will be verified by carrier tracking.
LAYLA’S RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH HEREUNDER. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
Cancellations: Cancellations cannot be processed. Restock fee/shipping fee may be held from refund if the wrong item was ordered or wrong address entered and couldn’t be corrected in time.
Returns: Only 1 return per address is permitted. An exchanged/upgraded mattress would be non returnable. Unopened (Boxed) items are to be shipped back to the fulfillment center in order to obtain a full refund*. Layla® does not provide return packaging or reimbursement for packaging **. For opened box returns, Layla® will attempt a pickup with a Layla® Partner***. If there is not a Layla® Partner available to pick up the return, the customer may be required to donate their product to qualify for a full refund. Proof of donation/destroyed product may be required for a full refund. Returns or donations are required to be completed within a 14 day period from when the claim is entered to qualify for a refund. A restocking fee may be required for returned items.
All refunds will be processed to the original payment method. If the original payment method is not available, Layla® reserves the right to issue the refund by an alternate method.
Promotional items cannot be returned for a cash refund.
In the event of a return of a product with which a promotional item was included in the initial purchase, the promotional item must also be returned or Layla® will retain the value of such promotional item from any refund offered. Layla® reserves the right to refuse return of any promotional item in the event that it is not (i) returned in a timely manner with the product for which you are seeking a refund and/or (ii) in a condition reasonably acceptable at Layla’s sole and absolute discretion.
Layla® does not have the ability to mail a physical label to a customer's address.
*Packaged returns can only be shipped via FedEx and by no other carrier. Restocking/shipping fees may be applicable depending on the nature of the return (ie. cancellations).
**Layla® does not provide reimbursement or compensation on donations handled by the third party for their customer
***This service is not provided in Canada.
Risk of loss and title for products you purchase from us pass to you upon delivery of any such products to the carrier. If an item is shown as delivered by the carrier, but you believe it was not delivered or there was damage due to shipping, this will require a claim to be filed and processed prior to any further action being taken. Please email customer support and request help with tracking in order to file a claim. If a claim is filed it must reach the approved/verified stage prior to a customer receiving a refund or replacement item. This process may take up to 30 days to complete. Denied claims will not be refunded and a replacement order will not be approved.
Product arrivals with obvious shipping damage must be reported within 14 days of receiving the product. Proper requested photos must be submitted by the customer in order to verify and approve this request.
If address corrections are required to complete delivery due to a customer error (ie. missing apartment numbers, etc.), there will be a fee associated with that correction. As an alternative, packages can be held at a carrier pick up facility at no added cost to the customer.
Orders linked to potential fraud will be contacted in two forms if available: by phone and by email. The customer then has 3 business days to respond to the CX (Customer Experience) agent for confirmation. If communication has not been provided by the specified timeframe the order will then be canceled or void. CX Fraud/Loss Prevention Department may require specific information in order to verify order validity. If this request is declined by the customer the order will then be canceled or void.
RAKUTEN (PREVIOUSLY EBATES)
Layla® customers who are also members of the RAKUTEN platform that choose to purchase Layla® products with the intention of receiving RAKUTEN ‘cash back’ benefits must use the exclusive coupon code displayed on www.rakuten.com for Layla®. Customers with a RAKUTEN account that purchase Layla® products from www.laylasleep.com using any other coupon than the RAKUTEN issued coupon code are ineligible for any ‘cash back’ benefit from RAKUTEN. RAKUTEN ‘cash back’ benefits do not apply to Layla Sleep® products purchased through Amazon or any other platform other than www.laylasleep.com. Layla Sleep® Inc is not responsible financially for customers who don’t receive ‘cash back’ benefits from RAKUTEN.
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic (including the present COVID-19 pandemic), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; [and] (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon seven (7) days' written notice
This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of Connecticut, United States, without giving effect to any principles of conflicts of law.
YOU AND LAYLA® ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR LAYLA® WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
CHANGES TO THIS AGREEMENT
We reserve the right, at our sole discretion, to modify or replace these Terms of Service by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Service. Please review this Agreement periodically for changes.
If you do not agree to any of this Agreement or any changes to this Agreement, cease any use of the Site immediately.
To You: We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Us: To give us notice under these Terms, you must contact us as follows: by personal delivery, overnight courier or registered or certified mail to 157 Church Street Suite 1956, New Haven CT 06510. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
If you have any questions about this Agreement, please contact us.
SMS/MMS MOBILE MESSAGE MARKETING PROGRAM TERMS AND CONDITIONS
User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.
User Opt Out: : If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
Duty to Notify and Indemnify: If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.
YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing and sale of digital and physical products, services, and events.
Cost and Frequency: Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.
Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email customer support. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.
MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
Our Disclaimer of Warranty: The Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.
Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
Age Restriction: You may not use or engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.
Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:
Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITECH” Act); and
Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.
Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Los Angeles, California before one arbitrator.
The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which Layla’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.
Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement as modified.