PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.
Definitions. Dispute means any claim, dispute, or controversy (whether in contract, tort, or otherwise) arising out of, relating to, or connected with Company's Website, Services, or this Agreement, including questions of scope, enforceability, applicability, or validity of this Arbitration Agreement, whether a claim is subject to arbitration, and disputes regarding arbitrator or administrative fees.
Informal Dispute Resolution. Before initiating arbitration, both parties must first attempt to resolve any Dispute informally. The complaining party must send a written description to the other party (for claims against Company, send to admin@gusandsam.com) that includes: your name; the email address associated with your account (if applicable); a detailed description of the claim; the specific relief sought; the basis for that relief; and proof of your relationship with Company. The parties will negotiate in good faith for sixty (60) days after receipt. Relevant limitations periods and filing deadlines are tolled during this process.
Mutual Arbitration Agreement. If informal resolution fails, either party may initiate binding arbitration as the sole means to resolve Disputes, administered by the American Arbitration Association ("AAA") under its then-current rules (available at www.adr.org/consumer), as modified by this Agreement. If AAA is unavailable or unwilling to administer consistently with this Agreement, the parties will agree on an alternative administrator or petition a court to appoint one. Any arbitration demand must be emailed to admin@gusandsam.com and, for account holders, must include your registered email address. The arbitrator — not any court — shall have exclusive authority to resolve Disputes regarding interpretation, applicability, enforceability, or formation of this Agreement.
This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, is intended to be interpreted broadly, and applies to claims that arose before or after its existence. Acceptance of this Agreement supersedes any prior arbitration agreement with Company.
Exceptions to Arbitration. Either party may: (i) pursue claims in small claims court on an individual basis; (ii) bring actions in state or federal court to protect intellectual property rights (patents, copyrights, trademarks, trade secrets — not privacy or publicity rights) or for defamation; or (iii) seek declaratory or equitable relief in court regarding compliance with the Informal Dispute Resolution process or whether claims are time-barred. Pursuing these exceptions does not waive arbitration rights, and related arbitrations are automatically stayed pending outcome.
Class Action and Collective Relief Waiver. TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED IN THE "BATCH ARBITRATION" SUBSECTION, ALL ARBITRATION SHALL BE CONDUCTED INDIVIDUALLY. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING IT AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S CLAIM. CLASS ACTIONS, CLASS ARBITRATIONS, COLLECTIVE ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.
Arbitration Procedure. Arbitration will be conducted before a sole arbitrator in Phoenix, Arizona, under applicable AAA rules (including Consumer and Mass Filing rules), excluding any rules permitting class or representative actions. The arbitrator shall apply Arizona law consistent with the FAA and applicable statutes of limitations, and may grant any relief available under law or equity, consistent with the Limitation of Liability section of these Terms.
For claims under $10,000 not seeking injunctive or declaratory relief, arbitration will proceed on documents only unless the arbitrator or both parties determine a hearing is necessary. For larger claims, either party may request a hearing (via videoconference or telephone unless otherwise agreed). The arbitrator may allow dispositive motions where likely to efficiently resolve or narrow issues. All proceedings are confidential unless disclosure is necessary to obtain court confirmation (under seal where permitted).
Batch Arbitration. If 100 or more similar demands are submitted against Company with assistance from the same law firm(s) or organization(s) ("Mass Filing"), the parties agree to the following: demands will be processed in batches of 100 (with any remainder forming a final batch); one arbitrator will be designated per batch; multiple batches may proceed simultaneously with reasonable administrative staging; fees for each demand are due only when that demand's batch is designated for processing; and batching continues until all demands are resolved. The parties will cooperate with each other and AAA to implement efficient resolution processes. Any disputes about the application of this provision will be resolved by a procedural arbitrator appointed by AAA. This provision does not authorize class arbitration of any kind or alter the threshold for AAA's Mass Filing rules. Claims remain tolled until each demand is decided, withdrawn, or settled. If this Batch Arbitration provision is found unenforceable, the entire Arbitration Agreement is void as to that Mass Filing.
Mediation After First Batch Following the first batch, results will be provided to an AAA mediator (selected from a pool of five, with each side striking one and ranking the rest). The mediator, Company, and remaining claimants will have 90 days to agree on a resolution or methodology for outstanding demands. If no resolution is reached, either Company or any remaining claimant may opt out of arbitration for those demands within 60 days by written notice. Opting out under this subsection does not waive the Class Action Waiver. If no opt-out occurs and no methodology is agreed upon, batching continues in sequential order.
Arbitrator's Decision. The arbitrator will render a timely award including essential findings and conclusions. Judgment may be entered in any court of competent jurisdiction. Monetary and non-monetary relief are available on an individual basis to the extent permitted by applicable law and this Agreement. No individual award has preclusive effect on other disputes except to preclude re-arbitration of the same claims between the same parties. Attorneys' fees are available to the prevailing party if authorized by applicable substantive law. The arbitrator may impose sanctions for frivolous claims or failure to comply with the Informal Dispute Resolution process.
Fees. If you demonstrate that arbitration costs would be prohibitive compared to litigation, Company will pay filing and hearing fees exceeding $250 unless the arbitrator finds your claims frivolous or brought in bad faith. You are responsible for your own attorneys' fees unless otherwise provided by applicable law or this Agreement. AAA retains discretion to reduce or modify fees, provided modifications do not increase your costs. A good-faith challenge to AAA fees does not constitute a default, and fee deadlines are tolled during any such challenge.
30-Day Opt-Out Right. You may opt out by emailing admin@gusandsam.com with the subject line "ARBITRATION OPT-OUT" within thirty (30) days of your first use of the Website/Services. If you opt out, Company is also not bound. If you opt out of a revised clause, any prior arbitration clause you did not opt out of remains in effect. Company will honor all valid prior opt-outs. If Company later removes this Agreement, no opt-out from that change is required.
Severability. If any part of this Section is found unenforceable, the court will reform it to the minimum extent necessary and the remaining provisions continue in effect. If the Class Action Waiver or Batch Arbitration provision cannot be enforced as to some or all of a Dispute, the arbitration agreement does not apply to that Dispute or portion — those claims may only proceed in state or federal courts in Maricopa County, Arizona, while remaining claims proceed in arbitration.
Survival. This Arbitration provision, including the Class Action Waiver, survives termination of this Agreement and fulfillment or cancellation of any orders.