Terms of service

These Terms of Use and Purchase ("Terms of Use") pertain to your utilization of, and access to, TheMillionScentsByRose, LLC ("Company") website found at www.themillionscentsbyrose.com (the "Site"), as well as your acquisition of any product(s) and/or service(s) offered on the Site (the "Product(s)"). These Terms of Use do not modify the terms or conditions of any other agreement you may have with TheMillionScentsByRose, its subsidiaries, affiliates, and partners, whether for products, services, or any other matter. If you are accessing the Site on behalf of an entity, you affirm that you have the authorization to accept these Terms of Use on behalf of that entity.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, REGISTERING FOR THIS SITE, USING, OR PURCHASING A PRODUCT, YOU CONSENT TO ABIDE BY THE TERMS AND CONDITIONS DESCRIBED HEREIN, AS WELL AS ALL INCORPORATED TERMS, AGREEMENTS, GUIDELINES, AND DISCLOSURES. IF YOU DISAGREE WITH ANY OF THESE TERMS, PLEASE REFRAIN FROM USING THE SITE OR ACQUIRING PRODUCTS THROUGH IT.

THESE TERMS INCLUDE AN AGREEMENT TO RESOLVE ALL DISPUTES THROUGH ARBITRATION. PLEASE SEE SECTION 13 BELOW FOR DETAILS REGARDING OUR AGREEMENT TO ARBITRATE.

  1. Modifications to the Terms of Use

The Company reserves the right to modify these Terms of Use at any time. In the event of any alterations to these Terms of Use, the Company will publish the revised Terms of Use on the Site. Your continued use of the Site subsequent to such publication will signify your acknowledgment of the revised Terms of Use, any changes or amendments, and your agreement to comply with the modified or amended Terms of Use.

  1. Privacy Policy

For details concerning the Company's collection, utilization, and disclosure of personally identifiable information from users, please refer to the Company's Privacy Policy, which can be accessed here.

  1. Site Usage

To register for the Site or use it, you must be at least eighteen (18) years old. Membership on the Site is not valid where prohibited. By utilizing the Site, you assert and guarantee that you possess the right, authority, and capability to consent to these Terms of Use and to comply with all their terms and conditions. Limited License. You are granted a restricted, non-transferable, non-sublicensable, and revocable license to access and use the Site, subject to the terms and conditions specified in these Terms of Use. To register on the Site, you will need to provide specific personal details about yourself.

You agree to:

(a) furnish accurate, up-to-date, and complete information as prompted by any registration forms on the Site ("Registration Data");

(b) safeguard the security of your password and identification;

(c) promptly update the Registration Data and any other information you provide to the Company to ensure its accuracy, currency, and completeness; and

(d) take full responsibility for all activities on your account and any actions carried out using your account. Communications from the Company. By using, accessing, purchasing Products, and/or registering on the Site, you consent to receive specific communications related to the Site and the Products.

  1. Ownership of Site Content

All the content featured on the Site, including, but not limited to, designs, text, graphics, images, videos, data, applications, software, music, audio, and other files, as well as their selection and arrangement (referred to as "Site Content"), is the exclusive property of TheMillionScentsByRose or its licensors, with all rights reserved. No portion of the Site Content may be altered, copied, distributed, framed, duplicated, republished, downloaded, scraped, exhibited, posted, transmitted, or sold, whether in whole or in part, without the prior written consent of TheMillionScentsByRose. The Company also holds the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights pertaining to the Site Content and the Site, which are safeguarded by copyright, trademark, trade dress, patent, and other relevant intellectual and proprietary rights and laws worldwide.

  1. Prohibited User Behavior

You are strictly prohibited from utilizing the Site or the Site Content for any of the following purposes: (a) engaging in unlawful activities; (b) enticing others to partake in or support any illegal actions; (c) violating international, federal, provincial, or state rules, regulations, laws, or local ordinances; (d) infringing upon or violating TheMillionScentsByRose's intellectual property rights or the intellectual property rights of others; (e) harassing, abusing, insulting, harming, defaming, slandering, disparaging, intimidating, or discriminating based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) providing false or deceptive information; (g) uploading or transmitting viruses or any other harmful code that could disrupt or impair the functionality or operation of the Site, related websites, other websites, or the internet; (h) collecting or tracking the personal information of others; (i) engaging in spamming, phishing, pharming, pretexting, spidering, crawling, or scraping; (j) pursuing any obscene or immoral objectives; or (k) interfering with or bypassing the security features of the Site, any related website, other websites, or the internet. TheMillionScentsByRose retains the right to terminate your access to the Site or any associated website if you engage in any of the prohibited activities outlined in these Terms of Use.

  1. User-Generated Content

The Site may offer areas where users can post content and information (referred to as "User Content"), as well as interactive features or services allowing you or third parties to create, post, modify, or store information, content, materials, or other items on the Site. You are solely responsible for your use of the Site, and you do so at your own risk. By using the Site, you agree not to post, upload, transmit, distribute, store, create, or otherwise publish any User Content that:

  • Is false, deceptive, illegal, libelous, defamatory, infringing, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, hateful, or otherwise objectionable.
  • Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or create liability or violate any local, state, national, or international law.
  • May infringe upon any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By posting any User Content, you confirm that you have the lawful right to distribute and reproduce such User Content as provided under these Terms of Use.
  • Impersonates any individual or entity or misrepresents your affiliation with an individual or entity.
  • Includes private or confidential information about a third party, such as addresses, phone numbers, email addresses, Social Security numbers, or credit card numbers.
  • Contains software viruses or any other computer code, files, or programs designed to disrupt, destroy, or limit the functionality of the Site or any computer software or hardware or telecommunications equipment.
  • Offers responses, comments, opinions, analysis, or recommendations for which you lack the necessary qualifications.
  • In the sole discretion of TheMillionScentsByRose, is objectionable or inhibits any other person or entity from enjoying or using the Site or may expose TheMillionScentsByRose or its users to harm or liability of any kind.

TheMillionScentsByRose takes no responsibility and assumes no liability for any User Content posted, stored, or uploaded by you or any third party, or for any loss or damage related to such User Content. Furthermore, TheMillionScentsByRose is not responsible for any errors, defamation, slander, libel, omissions, falsehoods, obscenity, or profanity that you may encounter in User Content. Enforcement of User Content and the conduct rules stipulated in these Terms of Use is solely at the discretion of TheMillionScentsByRose. Failure to enforce these rules in certain instances does not signify a waiver of the Company's right to enforce these rules in other cases.

The Company is not liable for any statements, representations, responses, comments, or other User Content provided by its users in any review, rating, forum, question, answer, guide, or other section of the Site. Although the Company has no obligation to screen, edit, or monitor any User Content posted on the Site, TheMillionScentsByRose reserves the right and has full discretion to remove, screen, or edit any User Content posted or stored on the Site at any time and for any reason, without prior notice. Any use of the Site that violates the foregoing constitutes a breach of these Terms of Use and may result in, among other consequences, the suspension or termination of your right to use the Site.

You grant TheMillionScentsByRose and its partners and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, fully assignable, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works, distribute, perform, and display User Content globally in any media, whether currently known or developed in the future. You also grant TheMillionScentsByRose and its partners, affiliates, assignees, and sublicensees the right to use the name that you submit in connection with such User Content.

You represent and warrant that (a) you own and control all rights to the User Content you post, or you have the right to post such User Content on the Site; (b) you have the authority to grant the rights stated herein; (c) the User Content is accurate and not misleading; and (d) your use and posting of the User Content do not violate these

  1. Products

Certain Products may only be available for purchase online through the Site. These Products may have limited availability. All Products are subject to our Refund Policy, which governs the return or exchange of Products.

TheMillionScentsByRose has made every effort to present the colors and images of our Products on the Site as accurately as possible. However, please be aware that we cannot guarantee that your computer monitor will display colors accurately. TheMillionScentsByRose reserves the right, though it is not obligated, to restrict the sale of our Products to specific individuals, geographic regions, or jurisdictions, on a case-by-case basis. We may also limit the quantities of any Products offered on the Site. All descriptions of Products and Product pricing are subject to change at any time without prior notice, at the sole discretion of TheMillionScentsByRose. We retain the right to discontinue any Product at any time. Any offers for Products made on this Site are void where prohibited.

The Company does not guarantee that the quality of any Products, services, information, or other materials purchased or obtained by you will meet your expectations, nor do we warrant that any errors on the Site will be corrected.

  1. Accuracy of Billing and Account Information

TheMillionScentsByRose reserves the right to decline any order you place with us. We may, at our sole discretion, limit or cancel quantities ordered per person, per household, or per order. These restrictions may include orders placed under the same customer account, the same credit card, and/or orders with the same billing and/or shipping address. If we make changes to or cancel an order, we will make reasonable efforts to notify you by using the email address or billing address/phone number provided at the time of the order. TheMillionScentsByRose also reserves the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

You agree to provide accurate, current, and complete billing and account information for all purchases made on the Site. You also agree to promptly update your account and other information, including your email address and credit card details, to ensure that we can successfully process your transactions and contact you as needed.

     9. Links to Third-Party Websites

This website may include hyperlinks to other third-party websites for the convenience of our users. Please note that these external sites have not been assessed by us and are independently managed by third parties over whom we have no authority. We want to emphasize that we do not assume any responsibility for the content, policies, or practices of these external websites. We also do not warrant the availability, accuracy, reliability, completeness, currency, quality, performance, or suitability of the information, products, or services offered or promoted on these third-party websites. These hyperlinks should not be construed as an explicit or implicit endorsement or affiliation between us and any other website or its owner, or any information, products, or services provided by a third party. As you navigate away from our website, please be aware that our terms and policies may no longer apply, so it is advisable to review the relevant terms and policies of each linked website.

  1. Indemnification

By using this website, you consent to indemnify and shield TheMillionScentsByRose and its parent company, subsidiaries, partners, service providers, affiliates, officers, employees, and agents (collectively, "TheMillionScentsByRose Related Parties") against any claims, liabilities, damages, losses, and costs, including reasonable legal fees and expenses. These claims could arise from your own activities on this website or on behalf of someone else, including but not limited to: (i) your User Content or your use of the website; (ii) any breach or alleged breach of these Terms of Use; (iii) infringement of the rights of third parties, such as intellectual property rights, publicity rights, confidentiality, property rights, or privacy rights; (iv) violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including regulatory, administrative, and legislative authorities; and/or (v) any misrepresentation made by you. You are obligated to fully cooperate with TheMillionScentsByRose in the defense of any claims. TheMillionScentsByRose reserves the right to assume exclusive control of any matter that is subject to your indemnification, and you may not settle any claim without TheMillionScentsByRose's prior written consent.

  1. Gift Cards

Gift Cards can be purchased online in various denominations, including $50, $100, $250, and $500, and they have no expiration date. These cards can be used to make online purchases by entering the Gift Card Number during the checkout process. When using a U.S. Gift Card, you agree to the following terms: Gift Cards cannot be redeemed for cash, except where required by law. These cards are issued by TheMillionScentsByRose and can only be used for merchandise on www.themillionscentsbyrose.com. They cannot be applied to pay off credit card balances, buy another Gift Card, or be used for previously purchased items. Always treat your Gift Card like cash. If it gets lost, stolen, or damaged, TheMillionScentsByRose may provide a replacement if you provide the card number. The replacement card will be valued at the time TheMillionScentsByRose receives your report of loss, theft, or unauthorized use. The Gift Card has no expiry date. For any assistance, please contact our Customer Service at 1-561-206-0053. You will need your E-Gift Card number for all inquiries.

  1. General Limitation of Liability

Under no circumstances shall TheMillionScentsByRose, its affiliates, or their respective officers, directors, employees, and agents (referred to collectively as "TheMillionScentsByRose and Associated Parties"), be liable to you or any third party acting on your behalf for any indirect, special, incidental, consequential, or exemplary damages arising from or related to (i) your use of, or inability to use, the website, (ii) your use of, or inability to use, the products, or (iii) these Terms of Use. These exclusions are applicable to claims involving lost profits, lost data, loss of goodwill, work interruption, computer malfunction or failure, or any other commercial damages or losses, even if TheMillionScentsByRose knew or should have known of the possibility of such damages. In some states or jurisdictions, the exclusion or limitation of liability for consequential or incidental damages may not be permitted. In such states or jurisdictions, TheMillionScentsByRose's and Associated Parties' liability is limited to the maximum extent permissible by law. In no event shall TheMillionScentsByRose and Associated Parties' total cumulative liability to you for any and all claims related to these Terms of Use or your use of the website, regardless of the form of action, exceed the greater of: (a) the total fees, if any, you paid to TheMillionScentsByRose during the twelve (12) months immediately preceding the claim, or (b) $100. If you are a California resident, you waive your rights with respect to California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in their favor at the time of executing the release, which, if known by them, must have materially affected their settlement with the debtor."

  1. Agreement to Arbitrate

In the event of any dispute (except for those limited to the resolution of small claims) between you and TheMillionScentsByRose (hereinafter referred to as "TheMillionScentsByRose," including its affiliates, and their respective officers, directors, employees, and agents), you and TheMillionScentsByRose consent to resolve that dispute through arbitration. This arbitration shall be conducted by a single arbitrator under the prevailing rules of the American Arbitration Association (AAA). The arbitration can take place at a location near the nearest AAA office to you or remotely if no convenient office is reasonably accessible to you or TheMillionScentsByRose, rather than pursuing the dispute in court. The Federal Arbitration Act shall govern the arbitrability of all disputes between you and TheMillionScentsByRose. If you do not wish to be bound by this arbitration provision, you must inform TheMillionScentsByRose in writing via email at [email protected] within 30 days from the date you first agreed to the Terms, explicitly stating your desire not to resolve disputes with TheMillionScentsByRose through arbitration. In addition, you agree not to engage in class actions, class-wide arbitration, claims filed on behalf of others, or consolidated claims involving another person's account or interactions with TheMillionScentsByRose if TheMillionScentsByRose is a party to the proceeding. The arbitrator shall interpret and determine the validity of the arbitration provision, including its conscionability. If the arbitrator deems the arbitration provision, including the class waiver, unenforceable in whole or in part, the entire arbitration provision shall become void, and either party may bring the action to court.

  1. Submissions

You acknowledge and agree that any inquiries, comments, suggestions, ideas, feedback, or other information about the website ("Submissions") provided by you to TheMillionScentsByRose are not confidential and become the exclusive property of TheMillionScentsByRose. TheMillionScentsByRose shall possess exclusive rights, including all intellectual property rights, and shall be entitled to unrestricted use and dissemination of these Submissions for any purpose, whether commercial or otherwise, without acknowledgment or compensation to you.

  1. Electronic Contracting and Notices

Your affirmative action of using this website, purchasing products, and/or registering for the site constitutes your electronic signature to these Terms of Use, including our Privacy Policy, and your consent to engage in electronic agreements with us.

  1. Digital Millennium Copyright Act Notice

If you believe that your copyrighted work has been used in a manner that constitutes copyright infringement and is accessible on this website, please notify TheMillionScentsByRose's copyright agent, as specified in the Digital Millennium Copyright Act (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

(i) An electronic or physical signature of a person authorized to act on behalf of the copyright owner; (ii) Identification of the copyrighted work claimed to be infringed; (iii) Identification of the material alleged to be infringing and its location on the website; (iv) Information reasonably sufficient to permit TheMillionScentsByRose to contact you, such as your address, telephone number, and email address; (v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The information above must be sent to the following Agent:

TheMillionScentsByRose, LLC

info@themillionscentsbyrose.com

  1. Termination

Your account may be instantly terminated or suspended by the Company, without prior notice, in the event of any breach of these Terms of Use, or any other guidelines and conditions posted on the Site, whether by your actions or those using your account. The Company reserves the right to cancel or suspend your account for any other reasons, including prolonged periods of inactivity. You understand that the Company shall not be held responsible to you or any third party for any such termination of your access to the Site. It is important to note that Sections 4, 7, 8, 10, 11, 12, 13, and 19 will remain in effect even after the termination or expiration of these Terms of Use.

  1. Assignment

TheMillionScentsByRose holds the right to assign these Terms of Use to any parent company, subsidiary, affiliated entity, or as part of a sale, merger, or other transfer of TheMillionScentsByRose to another entity. The company will make reasonable efforts to inform you of any change in ownership. However, you are not permitted to assign, transfer, or sublicense these Terms of Use to any other party, and any such attempt in violation of this section will be deemed null and void.

  1. Choice of Law; Venue; Class Action Waiver

These Terms of Use are to be construed and enforced in accordance with the laws of the State of New Jersey, without regard to any conflict or choice of laws principles that would result in the application of the domestic substantive laws of another jurisdiction. Unless arbitration is initiated as outlined in Section 13, the parties explicitly and irrevocably consent to the exclusive venue, and each party further agrees to submit to the exclusive jurisdiction, of the federal and state courts situated in Miami-Dade County, Florida, regarding any disputes arising out of or related to these Terms of Use or the parties' relationship.

  1. Entire Agreement

These Terms of Use, along with any additional terms, policies, rules, and guidelines posted on the website, including the Privacy Policy, represent the comprehensive agreement between you and TheMillionScentsByRose. These terms supersede all prior written or oral agreements. In the event that any part of these Terms of Use is deemed invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intentions of the parties, while the remaining sections shall remain in full force and effect. Any form of commercial resale of products on third-party platforms, including but not limited to Amazon, eBay, and additional websites, is strictly prohibited and considered a material violation of these Terms of Service.

Text Messaging Service Agreement SMS MOBILE MESSAGE MANAGEMENT PROGRAM TERMS AND CONDITIONS Last updated: November 30, 2023

We present a mobile messaging program (referred to as the "Program"). By opting in or participating in the Program, you agree to adhere to the Mobile Messaging Terms and Conditions outlined here ("Program Terms"). This includes your acceptance of the requirement to resolve any disputes with us  via binding, individual-only arbitration, as detailed in the "Dispute Resolution" section below. Please note that these Program Terms pertain exclusively to the Program and are not intended to amend other agreements or terms that may govern your relationship with us, or their context-specific application.

User Consent to Receive Text Messages

By participating in the Program, you consent to receiving SMS mobile messages from us  at the phone number you provided during your subscription signup, as well as any updated or additional phone numbers you provide for contact purposes related to your subscription. Regardless of how you entered the Program, you confirm that these Program Terms are applicable to your Program participation. You also agree to receive autodialed, prerecorded, or pre-set mobile messages on the phone number linked to your subscription. Importantly, your consent to receive these messages is not a prerequisite for making any purchase. These messages may include information on subscription management and may contain special offers and promotional content. Please note that while you consent to receiving messages sent via an autodialed, this does not imply that all mobile messages from us are dispatched using an automatic telephone dialing system (ATDS) or autodialed. Message and data rates may be applicable.

User Opt-Out

If you no longer wish to participate in the Program or no longer agree to these Program Terms, you can opt out of the Program by replying with STOP to any mobile message . To opt out of the Program, you may also send an email to info@themillionscentsbyrose.com with your phone number and details of the subscription you wish to terminate. You may continue to receive SMS messages while we process your request, and you may receive a confirmation message indicating your decision to opt out. It is important to understand that the methods described are the only reasonable ways to opt out of the Program. Furthermore, it is acknowledged that any other means of opting out, such as texting different words or orally requesting removal by our employees, is not considered a reasonable method of opting out.

Responsibility to Notify and Indemnify

In the event that you intend to cease using the mobile telephone number linked to your Program subscription, including canceling your service plan or transferring/selling the phone number to another party, you are obligated to complete the User Opt-Out process described above before discontinuing the use of the phone number. You acknowledge that this agreement is a fundamental component of these terms and conditions. Additionally, if you cease using your mobile telephone number without notifying us of this change, you accept responsibility for any costs, including attorney fees, and liabilities incurred by us, or any entity involved in the delivery of mobile messages due to claims made by individuals subsequently assigned that mobile telephone number. This duty and agreement shall persist even after the cancellation or termination of your participation in any of our Programs.

BY AGREEING TO THIS, YOU PLEDGE TO INDEMNIFY, DEFEND, AND HOLD US AND RECHARGE HARMLESS AGAINST ANY CLAIM OR LIABILITY ARISING FROM YOUR FAILURE TO COMPLY WITH YOUR DUTY TO NOTIFY US IN ACCORDANCE WITH THIS SECTION. THIS INCLUDES ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, AND SIMILAR STATE AND FEDERAL LAWS, INCLUDING ANY REGULATIONS IMPLEMENTED UNDER THESE LAWS THAT ARISE AS A RESULT OF OUR ATTEMPTS TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Program Overview

While the Program's scope is not limited to the following, users can anticipate receiving messages relating to the management of their digital subscription, events, available products and services, as well as special promotions.

Cost and Frequency

Message and data rates may apply. The Program includes recurring mobile messages, and additional mobile messages may be periodically sent based on your interaction with the Program.

Support Instructions

To obtain support concerning the Program, simply text "HELP" to the number from which you received messages, or contact us via email at info@themillionscentsbyrose.com. Please note that emailing this address is not an acceptable method for opting out of the Program. Opt-outs must be submitted as previously outlined.

Disclaimer of Warranty

The Program is provided on an "as-is" basis and may not be available in all locations at all times. Furthermore, it may not continue to function in the event of product, software, coverage, or other changes implemented by your wireless carrier. We, cannot be held responsible for any delays or failures in the receipt of mobile messages related to the Program. The delivery of mobile messages is dependent on successful transmission by your wireless service provider or network operator and is beyond our control.

User Requirements

To participate in the Program, you must possess your own wireless device capable of two-way messaging, be utilizing a wireless carrier that supports participation, and be a subscriber with text messaging service. Not all cellular providers offer the required service for participation, so please check your phone's capabilities for specific text messaging instructions.

Age Limitation

You are prohibited from using or interacting with the Platform if you are under the age of thirteen (13). Should you fall within the age range of thirteen (13) to eighteen (18) and wish to use or interact with the Platform, you must obtain permission from your parent or legal guardian. By utilizing or engaging with the Platform, you confirm that you are at least thirteen (13) years old, between thirteen (13) and eighteen (18) with the necessary parental or legal guardian consent, or of legal adult age in your jurisdiction. Additionally, you acknowledge and affirm that you are in compliance with the Applicable Law of your jurisdiction regarding your use or engagement with the Platform.

Prohibited Content

You acknowledge and accept the prohibition on transmitting restricted content through the Platform. Prohibited content encompasses:

  1. Any deceptive, defamatory, scandalous, threatening, harassing, or stalking activities.
  2. Content that is objectionable, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
  3. Pirated computer programs, viruses, worms, Trojan horses, or other harmful code.
  4. Any product, service, or promotion that is unlawful in the jurisdiction where it is received.
  5. Content that involves or references protected personal health information under the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act).
  6. Any other content that is prohibited by the Applicable Law in the jurisdiction from which the message is sent.

Dispute Resolution

In the event of a dispute, claim, or controversy between you and Us, or between you and Recharge or any third-party service provider acting on Our behalf to transmit the mobile messages as part of the Program, arising from or related to the Program, federal or state statutory claims, common law claims, this Agreement, or its breach, termination, enforcement, interpretation, or validity, including the scope or applicability of the agreement to arbitrate, such matters shall be resolved through binding arbitration, or in the case of applicable claims, in small claims court, to the fullest extent permitted by law.

Arbitration proceedings will be administered by the American Arbitration Association (“AAA”) following its Commercial Arbitration Rules or, if applicable, the Consumer Arbitration Rules currently in effect. This arbitration agreement is governed by the Federal Arbitration Act (“FAA”), and the arbitrator shall apply the substantive laws of California, without regard to its conflict of laws rules.

Within ten (10) calendar days after receiving an arbitration demand, the parties must jointly select an arbitrator who has a minimum of five years of arbitration experience and expertise in the subject matter of the dispute. In the absence of an agreement within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, subject to the applicable rules, who satisfies the same experience criteria. If a dispute arises, the arbitrator shall determine the enforceability and interpretation of this arbitration agreement in line with the “FAA.”

The parties also agree to the application of the AAA’s rules concerning Emergency Measures of Protection instead of seeking emergency injunctive relief from a court. The arbitrator's decision will be final and binding, with no right to appeal, except as provided in section 10 of the FAA. Unless permitted by applicable rules, each party will be responsible for its share of the arbitrator's fees and the administration of the arbitration. However, the arbitrator may order one party to bear some or all of these fees based on a reasoned decision. The parties hereby agree that the arbitrator has the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract.

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 where 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 necessary for the protection or pursuit of a legal right.

If any term or provision of this Section is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Section or render such term or provision unenforceable in any other jurisdiction. Should a dispute proceed in court rather than arbitration for any reason, the parties hereby waive their 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 represent and warrant to Us that you have the necessary rights, authority, and power to accept these Terms and fulfill your obligations under them. You further agree that the failure of either party to exercise any rights provided in this Agreement shall not be considered a waiver of any further rights. If any provision of this Agreement is determined to be unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary to ensure that this Agreement remains in full force and effect and enforceable. Any updates, changes, improvements, or new features related to the Program will be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to modify this Agreement periodically, and any such updates will be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and stay informed of any changes. By continuing to participate in the Program after any such modifications, you accept the modified Agreement.