Last Updated 10 October 2024
ARBITRATION NOTICE AND CLASS ACTION WAIVER: THESE TERMS OF USE (“TERMS”) CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING ANY DISPUTE BETWEEN YOU AND JELLYCAT TO BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT.
1 WELCOME TO JELLYCAT
The website (us.jellycat.com) (“Website”) is provided to you by Jellycat Inc. (“Jellycat”, “Company”, “us”, “we” or “our”). Jellycat is incorporated under the laws of the state of Minnesota and having its principal place of business at 800 Washington Avenue North, Suite 500, Minneapolis, Minnesota 55401.
2 WHAT ARE THESE TERMS OF USE?
2.1 These Terms set forth a legally binding agreement between you and Jellycat, and govern your use of the Website, as well as any online services we control that link to these Terms (collectively, “Service” or “Services”), including, without limitation, all features and content available through the Website, and our online store (the “Shop”) where users may browse and purchase products (“Products”). By accessing and/or using the Services and features made available through it, you agree to (a) these Terms; (b) our Privacy & Cookie Policy, available at [https://us.jellycat.com/privacy-cookies], which governs our use of your personal data and cookies (and other similar technologies) in relation to the Services; (c) any other terms, conditions, or policies linked to in these documents; and (d) all other rules, policies, and procedures relating to the Services that we may publish from time to time (collectively, “Additional Terms”). Therefore, please review these documents, and save a copy of them for your future reference. If you do not agree with the terms of these documents, you should not use our Services. If there is a conflict between these Terms and any other the terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.
2.2 We may amend or vary these Terms at any time and for any reason, including, without limitation, to reflect changes affecting the Services, our technology, our licensing arrangements, our payment policies, best practices, relevant laws and/or regulatory requirements. You should check these Terms on a regular basis to keep yourself informed of any changes. If you continue to use the Website, you are deemed to have accepted any changes we make to these Terms. If you do not agree to (or cannot comply with) such changes, you should not use the Services.
2.3 If you have any questions about these Terms, please contact us using the contact details at section 3 of these Terms.
We draw your attention in particular to section 16, which explains how we limit our liability to you.
3 NEED HELP OR WANT TO GET IN CONTACT?
3.1 If you have any questions, comments or complaints please do not hesitate to contact us using our “Need Help?” page.
4 REGISTERING FOR AN ACCOUNT AND KEEPING IT SECURE
4.1 In order to use certain parts of our Service you may be required to register for an account (an “Account”) by providing information, which may include your name, your email address and password of your choosing (“Registration Data”).
4.2 To be eligible to create an Account you must be at least 18 years of age.
4.3 You shall ensure that your Registration Data, and any other information that you provide to us in relation to your Account, is accurate and kept up to date. We will use your Registration Data and such other information, as set out in our Privacy Policy.
4.4 You are responsible for your use of the Service or any other use that you have authorized, including any transactions that occur in respect of such use. You are also responsible for keeping your Registration Data secure and protecting it against unauthorized use and for ensuring the security of any device from which you sign into your Account. If you fail to do so, you are responsible for any unauthorized use of the Service using your Registration Data, including any transactions that occur in respect of such use and we shall have no liability to you in respect of such use. We recommend that you change your password from time to time to assist with security.
4.5 If you believe someone has accessed the Service using your username and password without your authorisation, it is your responsibility to set up a new password. You agree to immediately notify us of any unauthorized use of your Registration Data.
4.6 You may only have one Account at any one time. We may contact you and require you to satisfy us that you are not in breach of these Terms by operating multiple Accounts at the same time.
4.7 Usernames and profile pictures must not: (i) be obscene or offensive, (ii) infringe any third-party rights, or (iii) otherwise (in our absolute discretion) be considered inappropriate. We may ask you to choose a different username at any time.
4.8 You can ask us to delete your Account at any time. Please go to the “Need Help?” page for details on how to contact us. We will delete your Account and any other data that you have provided in connection with your Account within 30 days of receiving your request. Once we have deleted your Account and such other information, it cannot be recovered. If you wish to obtain a copy of your Account Data prior to deletion, please request access to your data in accordance with your rights set out in our Privacy Policy.
4.9 If you are accessing your Account through our Service, you can find your Account settings on the Log In page on the Service.
5 USING THE SERVICE
5.1 You can only use our Service if you are 18 or older and a consumer, not a business.
5.2 You are responsible for making all arrangements necessary to access our Service. In particular, you are responsible for ensuring that your computer and/or portable device is compatible with our Service (“Devices”). You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Service and all charges related to the same.
5.3 You are responsible for ensuring that no one else uses the Service on your Devices.
5.4 The Service contains: (i) materials and other items relating to Jellycat and its Products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Website, and the compilation, assembly, and arrangement of the materials of the Website and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Jellycat; and (iii) other forms of intellectual property (all of the foregoing, collectively “Materials”).
5.5 You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Materials.
5.6 You acknowledge that your agreement with your mobile network and/or internet service provider (“Internet Providers”) will apply in respect of your use of data in connection with your use of the Service and that you may be charged by your Internet Provider in respect of such use. You accept responsibility for such charges.
5.7 You must not (and you must not cause any other person to):
(a) use, or cause others to use, any automated system or software to extract content or data from the Service for commercial purposes, except where you or any applicable third party has entered into a written agreement with us that permits such activity;
(b) interfere with, or disrupt, the Service or any servers or networks connected to the Service, including by transmitting any worms, viruses, malware, spyware or any other code of a destructive, malicious or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any page of the Service is rendered or displayed in a user’s browser or device;
(c) access the Service via a means not authorized in writing in advance by us, including but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies);
(d) attempt to restrict another user of the Service from using or enjoying the Service and you must not encourage or facilitate the breach of these Terms by others;
(e) use the Service for any illegal or unauthorized purpose or in any way that advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement, computer misuse, or collecting or harvesting any information or data from our systems or servers;
(f) use the Service in any way or that (i) is defamatory of any other person, (ii) is harmful, obscene, offensive or sexually explicit, (iii) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (iv) is likely to harass, upset, embarrass, alarm or annoy any other person; (v) is offensive, violent, threatening, harassing, or abusive (vi) is falsely representative of your persona or invasive of someone else’s privacy, or (vi) is otherwise objectionable to Jellycat;
(g) change, modify, adapt or alter the Service or change, modify or alter another website so as to inaccurately imply an association with the Service or us; or
(h) otherwise violate these Terms or any applicable Additional Terms,
together with sections 8.2 and 10.4, the “Prohibited Uses”. Any unauthorized use of the Service or Materials is prohibited.
5.8 By consenting to these Terms, you agree to receive recurring SMS/text messages from and on behalf of Jellycat through your wireless provider to the mobile number you provide, even if your mobile number is registered on any state or federal Do Not Call list. SMS/text messages may be sent using an automatic telephone dialing system or other technology. Messages may include security or transactional related messages or promotional messages concerning product and service offerings. You understand that you do not have to sign up for messages in order to become a customer, access our content, or make any other purchases of goods or services, and your consent is not a condition of any transaction. Your participation in the messages program is voluntary. We do not charge for messages, but you are responsible for all charges and fees associated with SMS/text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. You may opt out of receiving messages at any time by texting STOP to the phone number from which you received a text message. The wireless carriers supported are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number. To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through messages, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
6 CHANGES TO THE SERVICE AND THESE TERMS
6.1 Jellycat may suspend or terminate the availability of the Service and Materials, in whole or in part, to any individual user or all users, for any reason, in Jellycat’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Jellycat, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Materials.
6.2 We reserve the right to monitor, modify, or discontinue Services, and to block, modify, publicly comment on, or delete any content or information submitted to the Services by any party, at any time without notice in our sole discretion; provided, however, that we have no obligation to update, store, maintain, or correct any content or information on the Services.
6.3 You can check when these Terms were last updated by looking at “Last Updated” at the top of this page.
7 NO PROMISES
7.1 We will do our best to make sure that our Service (and aspect thereof) is accurate, reliable, up-to-date and free from bugs, trojan horses or other harmful components, but we cannot promise that it will be, and you are responsible for putting in place your own internet security and safety measures.
7.2 We do our best to describe every Product offered on our Service as accurately as possible. However, we do not warrant that Product specifications, pricing, or other content on the Service is complete, accurate, reliable, current, or error-free. We cannot guarantee that the colors you see on your computer monitor will match the colors of the actual Products you purchase. While we do our very best to make sure our colors are as close to the exact Product as possible, computer monitors calibrate color differently, and we cannot guarantee that what you purchase will be an exact color match to what you see online.
7.3 The content displayed on the Service (and the content that we send to you in connection with the Service) is made available to you for your general information and is for non-commercial use only. We give no promises that such content is accurate or reliable. The content is not intended as any form of advice and should not be relied on as such. Any reliance that you may place on the content made available on the Service is at your own risk.
7.4 Our Service is provided free of charge and has not been developed to meet your specific requirements. We cannot promise that they will be fit or suitable for your specific purposes or that it will be compatible with all or any hardware or software which you may use. We also do not make any promises that the Service will be uninterrupted or error free, that defects will be corrected or that the Service or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
8 UPLOADING CONTENT AND PRODUCT REVIEWS TO OUR SERVICE
8.1 On certain parts of our Service, you may be able or invited to make submissions, including product reviews, comments, feedback, text, video, audio, photographs, messages, or other materials or items (“Your Content”)(“Your Content”). We may, to the extent permitted by law, moderate Your Content before it is uploaded to the Service. We may in our discretion, and in accordance with applicable law, determine whether Your Content is suitable for inclusion on our Service and make no guarantee that Your Content will be uploaded to the Service or used by us.
8.2 Your Content must not:
(a) be, or cause you to use our Service in any way that is, a Prohibited Use (please see section 5.7 of these Terms);
(b) contain any material which is or may reasonably be considered to be threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, or in breach of confidence;
(c) be illegal or infringe the Rights (as defined in section 10.1 of these Terms) of any third party, in any country in the world; and
(d) be technically harmful (by way of example it must not include any computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data),
(“Infringing Content”).
8.3 You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section. You alone, though, retain whatever legally cognizable right, title, and interest that you have in Your Content and remain responsible for them. You must have the express consent of any individual featured in Your Content to their image and/or voice being used in accordance with the permission you grant to us below. If you do not have their consent, you must not submit any content featuring that individual to the Website. We will not be responsible, or liable to any third party, for the content or accuracy of Your Content posted by you or any other user of the Service.
8.4 We love when Your Content is feedback about experiences with our Products, as customer feedback helps us to improve our offerings and connect with our community. By submitting Your Content that contains a review about a Jellycat Product (“Review”), you agree that:
• The Review complies with these Terms of Use
• You are actually a purchaser or recipient of the product being reviewed
• The Review reflects your honest opinions, findings, beliefs, or actual experience using the product(s)
• You will disclose (in easy-to-understand language and in an unavoidable place) if you received any Product(s) mentioned in your Review for free, or if you have any other connection to Jellycat that might materially affect the weight or credibility of your Review.
Jellycat reserves the right not to post or delete any Review that:
• We reasonably believe is fake or is:
• unlawful
• unrelated to the goods or services offered by us
• clearly false or misleading
• harassing or abusive,
• inappropriate with respect to race, gender, sexuality, ethnicity or another intrinsic characteristic
• defamatory, libelous, or slanderous
• violative of Terms or Additional Terms
• Contains:
• unlawful material
• personal information or likeness of another person
• trade secrets, or privileged information
• confidential commercial or financial information
• personnel and medical files or similar information
• records or information compiled for law enforcement purposes
We try to check and post Reviews within a week of their successful submission to us. If a Review is not posted after that time, it may have violated the Terms, including one of these guidelines.
Please be aware that Reviews posted by us may be viewable by others. We cannot guarantee that you will have any recourse through our Services or Jellycat generally to edit or delete any Review.
If you need to reach Customer Service, please see our “Need Help?” page.
8.5 We reserve the right to monitor and review Your Content and the content of other users to the extent permitted by law, but do not have the obligation to do so. You acknowledge that, unless expressly stated otherwise, Your Content has not been verified or approved by us. Views expressed by other users on the Service do not represent our views or values.
8.6 By uploading Your Content to the Service, you grant us and our designees, together with users of the Service a worldwide, irrevocable, unrestricted, unconditional, unlimited, non-exclusive, transferable, royalty- and cost-free licence (which is unlimited in time) to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of Your Content, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.. To the extent permitted by applicable law, you further grant us the right, but not the obligation, to use your name in connection with Your Content. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Your Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of Your Content is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to Your Content.
8.7 We make no guarantee that Your Content will be kept on the Service for any length of time, and we reserve the right to remove Your Content as we see fit in compliance with these Terms and applicable law, including if it does not comply with these Terms. You are urged to keep back-up copies of any of Your Content submitted to us as we may not keep copies of Your Content. The Service should not be used as your primary method to store or curate copies of your images, videos or text, as Your Content may be removed permanently from the Service at any time, and we may not keep copies of Your Content.
If you wish to request us to stop using any of Your Content at any time, you should notify us by contacting us using the contact details at section 3 of these Terms setting out details of Your Content (the “Notified Content”) and, for Notified Content published on our Service, where it can be found on the Service. We will endeavour to respond to you promptly and will consider your request and any concerns that you have, however, please note that we may still continue to use Your Content where it is reasonable for us to do so, in particular where Your Content has been shared and reposted by us on other websites and used in other media and publications.
9 JELLYCAT PRODUCTS
9.1 We offer some personalised Products. If you’re ordering a personalised Product, please make sure all the details you give us are correct, for example, make sure you’ve chosen the right font and double checked your spelling is correct. You are responsible for ensuring that these details are complete and correct.
9.2 You can only place orders with us if you are a consumer acting in your personal capacity (not a business) and you are 18 years of age or older. You will also need to be able to make payment via one of our accepted payment methods (please see our Payments page for further information).
9.3 When placing an order, please make sure you provide complete and accurate information (for example, your delivery information). It is your responsibility to make sure that your order is correct and accurately reflects your selection. If an order is not correct in any way, please contact us and let us know quickly by using the contact information at section 3.
9.4 After you’ve completed the checkout process, we will contact you using the email address you provided during the checkout process to confirm we've received your order. Placing an order does not necessarily mean acceptance of an order. By placing an order on the Shop, you are making an offer to the Company. Our acknowledgment of an order means that your order request has been received; it does not mean that your order has been accepted or shipped or that the price or availability of an item has been confirmed.
9.5 We reserve the right to not accept the offer or to refuse any order in our sole discretion including, without limitation, because a Product is unexpectedly out of stock, because you are located outside our delivery areas or because the Product was mispriced by us. When this happens, we let you know and we will not charge you for your order.
9.6 Before accepting your order, we may require additional information if you have not provided all the information required by us to complete your order. We reserve the right to correct any errors with an order, or to cancel an order and refund any amount charged.
9.7 It is your responsibility to ascertain and obey all applicable laws and regulations with respect to the purchase, possession and use of any Product.
9.8 We can only accept payment via one of our accepted payment methods (please see our Payments page for further information). A preauthorization hold for the amount will be placed on your payment method but we will only take payment once we have accepted your order during the ordering process as described above in section 9.
9.9 While we make every effort to provide you with the most accurate information on pricing and availability, some of the items on our Service may be incorrectly priced or no longer available at the time you place your order. All prices and availability of Products are subject to change without notice, up until the order is completed and confirmed. In the event a Product is listed at an incorrect price, we have the right to refuse or cancel any orders placed for the Product listed at the incorrect price. You will, of course, have an opportunity to purchase the item at the correct price, if you so wish.
9.10 You agree to pay all charges incurred by you or any other user of your account and/or any credit or debit card or other payment mechanism issued to you, including without limitation any applicable taxes and shipping, handling and processing charges, if any, relating to such purchases and transactions.
9.11 We will charge your credit or debit card, or your PayPal account, in accordance with this section 9. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Credit or debit card orders shipped to a location other than your billing address may require additional verification. Tax is collected in those states where required.
Seller has collected the simplified sellers use tax on taxable transactions delivered into Alabama and the tax will be remitted on the customer’s behalf to the Alabama Department of Revenue. Seller’s program account number is SSU-R012057629.
9.12 Sadly, we can only ship our Products to certain locations (please see Shipping and Delivery for further details about where we deliver).
9.13 We will arrange for shipping of the Products using our chosen delivery partner(s) . The Product prices shown in our Shop do not include shipping charges but you will be able to see what shipping charges apply during the check-out process before you submit your order.
9.14 We aim to ship Products to you as soon as we can and will contact you with an estimated delivery date when we dispatch your order. Please note that the estimated delivery date is just that and we cannot guarantee delivery by the estimated delivery date.
9.15 Shipments outside of the United States may be subject to customs taxes or fees depending on the country’s laws and regulations. These taxes and fees must be paid by the customer and will be displayed at check-out. The method and cost of shipping orders outside of the United States vary depending on carrier and destination address.
9.16 Although we make every attempt to have items in stock, occasionally items may be temporarily out of stock. If any item in your order is out of stock and we will be unable to ship it to you within the time we promised to ship or, if no promise was made, 30 days of the date of your order, we will notify you of the delay, and you will have the opportunity to cancel the order. If the item remains out of stock for a period of 60 days from the date of your order, we will cancel the order for the item, unless you request that we keep the order open and fill it later. If you receive a cancellation notification and would like us to keep the order open, please contact us by following the directions specified in the cancellation notification.
9.17 Unless you’ve purchased a personalised Product (see section 9.18), you can return a Product for any reason and receive a refund, as long as you let us know and return the Product to us in a saleable condition with tags attached no later than 60 days after the day we deliver it. If you’d like to return a Product, please visit the “Returns and Cancellations” page in our “Need Help?” area. Refund will be made within 14 days from the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. Refunds will be made to your original payment method. Original shipping costs are not refundable.
9.18 Unfortunately, because personalised Products are unique to you, they are not refundable.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 Our Service and Materials are protected by certain rights. These rights include all patents, rights to inventions, copyright, database rights, performer’s property rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs and all other intellectual property and proprietary rights, in each case whether registered or unregistered (“Rights”). These Rights either belong directly to us or are licensed to us from their respective owners or licensors.
10.2 You may only view, print out, use, quote from and cite the Service and the Materials for your own personal, non-commercial use and on the condition that you give appropriate acknowledgment to us where appropriate. Subject to your strict compliance with these Terms and any applicable Additional Terms, Jellycat grants you a limited, non-exclusive, revocable, non-assignable, and non-transferable license to display the Materials for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest or Rights in, any Materials, and (ii) may be suspended or terminated for any reason, in Jellycat’s sole discretion, and without advance notice or liability. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.
10.3 All Rights not expressly granted to you are expressly reserved by Jellycat and your use of our Service and the Materials is subject to the following restrictions.
10.4 You must not:
(a) copy the Service except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
(b) sub-licence or otherwise make available the Service in whole or in part (including object and source code), in any form to any person without our prior written consent;
(c) remove any copyright or other proprietary notices contained in the Materials;
(d) use any Materials in any manner that may infringe any of our Rights or the Rights of a third party;
(e) use the Materials in any way that might be illegal or breach these Terms;
(f) reproduce, modify, edit, mix or remix, apply any voiceover or commentary, display, perform, publish, distribute, disseminate, broadcast, frame, communicate to the public or circulate to any third party or exploit our Service and/or the Materials in any way for any commercial purpose, without our prior written consent;
(g) use the Service or Materials in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you;
(h) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service or attempt to do any such thing; or
(i) use the Service or Materials in any way that is in contravention of any applicable law or regulation or in any manner that will violate the privacy, publicity or personal rights of others or in any defamatory, obscene, threatening, abusive or hateful material including without limitation using the Service or any Materials in connection or association with any obscene, defamatory, illegal, pornographic material or in relation to products and services that relate to firearms, gambling, pharmaceuticals, pornography or tobacco or otherwise than in accordance with normal standards of decency.
10.5 Any use of our Service or the Materials in a manner not expressly permitted by these Terms may constitute an infringement of our Rights and/or the Rights of our licensors. We and our licensors reserve the right to exercise all rights and remedies available in respect of any infringement of Rights in our Service or the Materials accessible on it.
11 TRADE MARKS
11.1 We reserve all Rights in the name “JELLYCAT”, the www.jellycat.com domain name and all related domains and sub-domains, our logo and our service marks, brand names, trading names and/or trade marks appearing on our Service. Other trade marks, products and company names mentioned on our Service may be the trade marks of their respective owners or licensors and the Rights in such marks are reserved to their respective owners or licensors.
11.2 Nothing in these Terms should be construed as granting any licence or right to use any such trade marks or our domain name.
11.3 You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
12 LINKING TO OUR SERVICE
12.1 We permit you to link to our Service if you comply with the following:
(a) you only do so in a way that is fair and legal and does not take advantage of or damage our reputation,
(b) you do not link to our Service via any digital property containing content of an adult or illegal nature, or material that is offensive, harassing or otherwise objectionable;
(c) you do not suggest any form of association, approval or endorsement by us unless we have otherwise permitted;
(d) you do not remove, obscure or modify in any way any advertisements, copyright notice, or other information on our Service, or frame any aspect of our Service on any other site;
(e) you do so for non-commercial purposes; and
(f) you do not link to any page of the Service other than the home page.
12.2 We reserve our right to withdraw our permission granted at section 12.1 at any time without notice.
12.3 If you would like to link to our Service for commercial purposes or any purposes not included above, please contact us using the contact details at section 3 of these Terms.
12.4 Anyone providing access to, or information relating to the Service, whether by link or otherwise, is responsible for bringing these Terms to the attention of the person receiving such access or information. Failure to do so will not result in liability for us.
13 LINKS TO THIRD PARTY WEBSITES
13.1 The Service (and materials that we send to you in connection with the Service) may include links to third party websites, applications and/or other digital properties (“Third Party Properties”) that are controlled and maintained by third parties (“Third Parties”). If you decide to visit any Third Party Property or use a service made available through, or purchase products via, a Third Party Property, you do so at your own risk. It is your responsibility to satisfy yourself as to the reputation of the relevant Third Party and the services they offer. We are not responsible for the content, accuracy or opinions expressed on Third Party Properties. Links that we make available do not imply that we are, or our Service is, affiliated to or associated with such websites or services. Please see our [Privacy Policy] for further details regarding data processing by third parties
13.2 Your interaction with any Third Party Property is subject to the relevant Third Party’s own terms and policies. In particular, Third Parties will process your personal data in accordance with their own privacy notices. Please read all applicable terms and polices of the relevant Third Party before using a Third Party Property and/or using a service made available through, or purchasing products via, a Third Party Property.
14 WARRANTY DISCLAIMER
14.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "COMPANY PARTIES") DO NOT MAKE AND EXPLICITLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND FREEDOM FROM COMPUTER VIRUS. COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY PARTIES MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SHOP OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SHOP. YOU SHOULD NOT RELY ON THE CONTENT ON THE SERVICES AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL LEGAL, FINANCIAL, TAX, OR MEDICAL ADVICE.
14.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NO ACTION SHOULD BE TAKEN OR PURCHASE MADE BASED UPON ANY OF THE INFORMATION CONTAINED IN THE SERVICES.
15 IF YOU BREACH THESE TERMS
15.1 If you are in breach of, or we suspect you are in breach of, these Terms or any other terms applicable to the services that we make available through the Service, we may take any or all of the following actions:
(a) issue a warning to you;
(b) effect an immediate, temporary or permanent withdrawal of your access to your Account and/or the Service without notice;
(c) take legal action against you; and/or
(d) disclose such information to law enforcement authorities as we reasonably feel is necessary.
15.2 The responses described above at section 15.1 are not limited and we may take any other actions we reasonably deem appropriate.
16.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of or resulting from your use or purchase of the Services or Products remains with you. Under no circumstances shall Company or its affiliates be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage, or system failure, or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use or purchase of, or inability to use or purchase, the Services or Products whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Company has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
16.2 In no event will Company’s aggregate liability arising out of or in connection with these Terms or from the use or purchase of, or inability to use or purchase, the Services, Products exceed the total payments, if any, that you made to Company for the Services or Products that are the subject of a claim.
16.3 The limitations of liability and damages set forth above are fundamental elements of the basis of the bargain between Company and you.
16.4 SOME STATES, INCLUDING THE STATE OF NEW JERSEY, DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY IN CONNECTION WITH THE PURCHASE OF CONSUMER GOODS. PLEASE CONSULT THE LAWS OF YOUR STATE REGARDING ANY SUCH RIGHTS.
17 YOUR LIABILITY TO US
17.1 You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach of these Terms or failure to discharge your obligations.
17.2 You agree to defend, indemnify, and hold harmless Company, its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your (a) use of the Services, including without limitation, your purchase of any Products; (b) breach of these Terms or any Additional Terms; (c) violation of any law or the rights of any third party, including, without limitation, any intellectual property any publicity, confidentiality, property or privacy rights; (d) Your Content; (e) any misrepresentation made by you; or (f) your gross or wilful misconduct. You may not settle any claim in any manner that binds us without our express prior written consent. You shall cooperate as fully as reasonably required in the defense of any such claim. Jellycat reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
18 WHICH COUNTRY’S LAWS APPLY TO THESE TERMS?
18.1 Jellycat controls and operates the Service from the U.S., and Jellycat makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods, including Products, carried out as a result of your use of the Service.
19 RESOLUTION OF DISPUTES; AGREEMENT TO ARBITRATE
PLEASE READ THIS SECTION 19 (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
19.1 References to “Jellycat”, “you”, “we”, and “us” in this Arbitration Agreement include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries and affiliates; those entities and our respective agents, employees, licensees, licensors, and providers of content as of the time your or our claim arises.
(a) Mandatory Individual Arbitration
Any dispute, claim, or controversy arising out of or relating in any way to your visit to, or use of, the Jellycat Website, the Products (or any purchase thereof), the Services, the Terms or Additional Terms, including, without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms, Additional Terms, and this Arbitration Agreement (collectively, “Dispute” or “Disputes”), whether such Disputes arose before, on, or subsequent to you entering this Arbitration Agreement, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms, Additional Terms or this Arbitration Agreement are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.
You may not seek injunctive relief against Jellycat. In the event of a Dispute with Jellycat, your remedies shall be limited to your right, if any, to recover damages in an action at law, and in no event shall you be entitled to enjoin, restrain, or seek to enjoin or restrain, the use, distribution, or other exploitation of the Services or any other Jellycat products or services. Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Jellycat 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. Any legal action by Jellycat against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.
If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the Last Updated date of these Terms, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.
(b) Class Action/Jury Trial Waiver:
You and Jellycat agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that neither you nor Jellycat may bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that neither you nor Jellycat shall participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.
Unless both you and Jellycat agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Jellycat shall be deemed not to have agreed to arbitrate Disputes.
To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in Minneapolis, MN, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
Notwithstanding the foregoing, you or Jellycat may participate in a class-wide settlement.
(c) Opt-Out Procedures:
To opt out of this Arbitration Agreement, you must send us a written opt-out notice (“Opt-Out Notice”) by email at [email protected] within 30 days after the earlier of: (1) the date you first accessed the Jellycat Services; (2) the date you first purchased a Product; or (3) the date you first provided information to the Website after the Last Updated date of these Terms (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with Jellycat. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of Jellycat’s arbitration agreements and class action provisions.
(d) Rules & Governing Law
Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Jellycat each agree to send the other party a written Notice of Dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from you to Jellycat must be emailed to [email protected] (“Notice Address”). Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant’s use of the Website, including whether claimant has created an account with or receives any emails associated with the Services, and/or the date(s) of any purchase(s) made by claimant on the Services; and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute.
Jellycat will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.
After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.
Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Jellycat have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.
If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Jellycat each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.
All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is currently available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at [email protected].
If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these Disputes. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. Jellycat reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Jellycat shall be deemed not to have agreed to arbitrate Disputes.
If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, that Dispute shall be submitted to ADR Services, Inc. (“ADR Services”) for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “ADR Rules”), except as modified by this Arbitration Agreement. ADR Rules are currently available at https://www.adrservices.com/services-2/arbitration-rules/. If there are 20 or more substantially similar Disputes that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those Disputes in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule. You agree to cooperate in good faith to implement this batch approach (the “ADR Services Batching Procedure”) to facilitate the efficient resolution of these Disputes. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. Jellycat reserves all rights and defenses as to each and any demand and claimant.
Notwithstanding any choice of law or other provision in these 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 any proceedings under it. It is the intent of the parties that the FAA and the ADR Rules shall pre-empt all state laws to the fullest extent permitted by law. If the FAA and the ADR Rules are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be resolved under the laws of New York.
At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
As in court, you and Jellycat agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under NAM Rules or ADR Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.
Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.
These Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.
Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to 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 claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.
You agree that any arbitrations between you and Jellycat will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with Jellycat, and, notwithstanding any provision in these Terms to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with Jellycat, including with respect to claims that arose before this or any prior arbitration agreement.
(e) Opt-Out of Future Changes to Arbitration Agreement:
Notwithstanding any provision to the contrary, if Jellycat makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending Jellycat an email to [email protected] within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) if applicable, the username or email address associated with any potential account with Jellycat; and (v) the specific change(s) to the Arbitration Agreement you wish to reject. It must include a statement, personally signed by you, that you wish to reject the change to the Arbitration Agreement. This is not an opt out of arbitration altogether.
(f) Severability & Survival:
If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein. Notwithstanding the foregoing, as set forth above, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.
This Arbitration Agreement shall survive termination of these Terms. Except as provided in the opt-out provisions set forth in the Opt-Out of Future Changes to Arbitration Agreement section above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with Jellycat.
20 OTHER IMPORTANT TERMS
20.1 You may not transfer, assign, charge or otherwise dispose of any rights or obligations arising under or in connection with your use of the Service, without our prior written consent. You agree that we may transfer our rights and obligations under our contract with you to a third-party purchaser of our business or to an affiliate, in which case we will notify you and explain your options.
20.2 Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
20.3 Jellycat reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. Jellycat may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
20.4 These Terms constitute the entire and exclusive understanding and agreement between Company and you regarding the Services. These Terms supersede and replace any and all prior oral or written understandings or agreements between Company and you regarding the Services.
20.5 Any notices or other communications required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Company via email (in each case to the address that you provide) or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted unless the sending party is notified that the email address is invalid. Alternatively, if applicable, we may give you legal notice by mail to any address provided during the checkout process. In that case, notice will be deemed given three (3) days after the date of mailing. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
20.6 The failure of Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
20.7 If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
20.8 You acknowledge that the provision of support is at Jellycat’s sole discretion and that we have no obligation to provide you with customer support of any kind.
20.9 These Terms are between you and us. Nobody else can enforce them and neither of us will need to ask anybody else to sign-off on ending or changing them.
