Last Update: November 4, 2025

Previous Version(s): www.frankandeileen.com/pages/terms-of-service

Important: These Terms require all disputes between us to go through binding arbitration instead of government court.  By accepting these Terms, you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions.  You can opt-out of arbitration for thirty (30) days after you first accept these Terms—see opt-out under 'Dispute Resolution' below.

We include brief summaries before some sections to make reading and understanding this agreement easier.  The summaries are not part of the Terms, and you should still read each section in its entirety.

Introduction

This is a contract between you and us.  You can contact us if you have any questions or concerns.  If you do not understand or agree to these Terms, don’t use the Services.

The Agreement: By accessing or using our online services, you agree to be bound by these Terms of Service (“Terms”) and Our Policies described below (together, the “Agreement”).   The Agreement governs your use of frankandeileen.com, our Reloved store, and other products and services (which we call the “Services”) made available by Frank & Eileen LLC (“we”, “us”, “our” and “F&E”). 

You must read this Agreement carefully before you accept it.  If you do not accept, or cannot understand, anything in the Agreement, stop using the Services immediately.

Updates: These Terms are effective as of the Last Update date above.  As the Services change, we may update these Terms by posting a new version and updating the Last Update date.  Changes to these Terms do not create a renewed opportunity to opt out of arbitration.

If we make significant changes, we’ll do our best to notify you. 

• For example, we may email the address in your Account or place a temporary notice on the Services' homepage. 

But it’s your sole responsibility to review these Terms from time to time to view the current Terms.  By using or accessing the Services after the Last Update date, you accept the current Terms.  If you do not accept a change to the Terms, stop using the Services immediately.

Contact Us: You may contact us regarding the Services or these Terms at: , 843 S. Los Angeles Street, Suite 500, Los Angeles, California 90014 or at legal@frankandeileen.com.

Eligibility and Responsibilities

To use the Services, you must eligible.  All use carries responsibility.

Unless you meet these requirements, you are not eligible to use the Services.  In these Terms, “you” and “your” means you as the user of the Services.

Age: You must be 16 to use the Services, or otherwise of legal age to form a binding contract in your jurisdiction.  If you are under the age of majority where you live, but are 16, you are only permitted to use the Services if your parent or guardian accepts these Terms on your behalf prior to use of the Services.  By using the Services, you affirm that you are of legal age to enter into this Agreement and to use the Services.

Business use: If you use the Services on behalf of a business, then “you” includes you and that organization or entity, and you represent and warrant that (i) you are authorized to bind the business to these Terms, and (ii) you agree to these Terms on the business’ behalf.

You are responsible for all your activity in connection with the Services.   

Most importantly, you represent and warrant that you will not use the Services in any way that violates applicable law, Outside Terms or our Policies.

Other Applicable Terms

Our policies and certain third-party terms apply to you when using the Services.

Our Policies. 

These policies and terms also form part of the Agreement between us (collectively, “Our Policies”):

• Our Privacy Policy, which governs our use of personal information and explains your rights and choices, such as how to unsubscribe from our messages;
• Our Copyright Infringement Policy;

• Any sweepstakes, contest and other rules governing any promotion you participate in;  and any other policies or operating rules posted by us on the Services.

We may update any of Our Policies in the same way we update the Terms.  Please review them from time to time to ensure that you remain aware of the current versions.

Outside Materials and Terms

The Services may link to, embed, integrate or connect third party services (“Outside Materials”).  Outside Materials may be subject to additional legal terms (“Outside Terms”) made available by their third-party provider.

• For example, by downloading a Frank & Eileen application from the Apple App Store, you are agreeing to Apple's Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.

• The Agreement does not apply to Outside Materials.  We are also not a party to Outside Terms.  By using the Services, you acknowledge and agree that we are not responsible for, and disclaim all liability for, the performance and reliability of Outside Materials and any act or omission of any provider of Outside Materials.  We do not warrant, endorse or otherwise guarantee the Outside Materials’ integration, interoperation or support with the Services.

If you have any complaints in connection with any Outside Materials or Outside Terms, please contact the third-party provider directly, your state Attorney General or the Federal Trade Commission at www.ftc.gov.

Access; Accounts

Access Information. Your use of the Services may require you to provide certain personal information, such as contact and payment information (collectively, “Customer Data”), including to register an account on the Services (an “Account”).  We process Customer Data in accordance with our Privacy Policy, like all personal information you provide.

• You agree to provide us with accurate, complete and updated Customer Data, including for your Account.  We may reject or require that you change any Services-specific information, such as your username or password, in our sole discretion.  You represent and warrant that your Customer Data, including Account information, is and will remain accurate and complete.  You acknowledge and agree that we have no liability for errors and omissions in your Customer Data. 

Contact us immediately if you know or suspect that (1) your Account or password has been stolen, misappropriated or otherwise compromised, or (2) any unauthorized use of your Account.

• We are not responsible for any loss or damage arising from your failure to comply with the foregoing requirements. 

Suspension and Termination. We reserve the right to suspend, disable, or delete your Account or the Services (or any part of the foregoing) with or without notice, for any or no reason.

Terms Survive. If your access is severed or your Account is deleted or terminated by you or us for any reason, these Terms remain enforceable, and you will not be entitled to any refund for purchases made.  Termination will not limit any of our other rights or remedies at law or in equity.  Your information will be maintained and deleted in accordance with our Privacy Policy.

Orders for Products

You agree to pay us in full when you order our Products or services.  Our Shipping & Refunds Policy covers specifics about shipment methods and refund eligibility.

Products. The Services allow you to purchase physical or digital products (“Products”).  Products may have limited quantities and are subject to refund, return or exchange only according to our Refunds and Exchanges page.  While we try to maintain the accuracy of the Services, we are not responsible or liable if any Product description or other information is not accurate, complete, reliable, current, or error-free.  In particular:

• Products may occasionally be mispriced, described inaccurately or unavailable, for example, due to delay or disconnection with our inventory or pricing systems, or the provision of advertising on other websites.
• Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only.
• No electronic image can accurately represent a physical Product’s real-life color or texture.  Your display’s technology, your device settings and your surroundings all affect how you perceive electronic depictions of our Products. 

Availability; Pricing Limits. We reserve the right, but are not obligated, to:

• reprice or discontinue any Product for any reason at any time;
• limit the sale or availability of Products in any area or jurisdiction;
• limit quantities of products available per order, household or user, or cancel orders in excess of those quantities;
• refuse or cancel any order for any reason, for example, orders that appear to be placed by dealers, resellers or distributors; 

We may exercise these rights on a case-by-case basis.  In the event that we refuse or cancel an order, we will email the address provided with the order.

Payment. Payment can be made by most payment cards and the other methods we make available at checkout or purchase.  You agree that we may charge all amounts due and owing in connection with your purchases to the payment mechanism selected by you and approved by us (“Payment Method”) at the time of your Product purchase.  You acknowledge and agree that all information you provide to purchase Products, such as your Payment Method or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the Payment Method you provide to us or our third-party payment processor.

When you purchase Products, you (i) agree to pay the price for such Products, any shipping and handling charges and all applicable taxes, as set forth in the final page of the ordering process (the “Full Purchase Amount”), and (ii) authorize the Services to charge your payment method for the Full Purchase Amount. 

The Services may allow you to purchase Products and designate them to be delivered or provided at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of shipment or provision of the applicable Product. 

Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.  Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.

Changes and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Products. If a Product itself is not as described on the Services, your sole remedy is to return it (for physical products, in unused condition) as described in our Shipping & Refunds Policy.  We reserve the right to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes will be effective immediately upon posting a new Product price to the Services or upon making the customer aware of the pricing error.

Order Acceptance; Shipment. Once we receive your order for a Product, we will provide you with an order confirmation.  Your order confirmation confirms that we received your order, but does not signify our acceptance.  We reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion.  If we cancel an order after you have already been billed, then we will refund the billed amount.

While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific date or time.  Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier.  We reserve the right to ship partial orders (at no additional cost to you). 

Promotional Codes. We may offer certain promotional, referral, discount, and coupon codes or similar offers (“Promos”) that may be redeemed for discounts on future Products or other features related to the Services, subject to any additional terms that we establish.  You agree that Promos: (i) must be used in a lawful manner; (ii) must be used for the intended audience and purpose; (iii) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (iv) may be disabled or have additional conditions applied to them by us at any time for any reason; (v) may only be used pursuant to the specific terms that we establish; (vi) are not valid for cash or other credits or points; (vii) may expire prior to your use; (vii) are not valid on previous purchases.  Promos not valid on certain items (like bundled items and Gift Cards) and cannot be applied to sale or markdown items.  Full-price products only.

Refunds. EU and UK consumers only:  Under local law, you are entitled to a 14-day refund period.  This refund period commences when the Products are in your possession or an authorized third party’s possession.  If the last day of this 14-day period lands on a public holiday, Saturday or Sunday, the period will extend to the end of the next business day.

For purchases of digital Products, this period ends when you begin to use the Product (e.g., if you have begun to deplete usage-based credits or stream or download a file).

Please contact us if applicable law in your jurisdiction entitles you to a refund.

Gift Cards. Tangible or digital gift cards containing stored money value may be offered by us for certain purchases on the Services (“Gift Cards”).  You acknowledge that we are not responsible for any unauthorized use, alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party.  You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. 

• If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. 
• By purchasing a Gift Card, you represent and warrant to us that use of the Gift Card will comply with these Terms and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. 

Gift Cards cannot be used to purchase gift cards, reloaded, resold, used for payment outside of the Services, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law).  Gift Cards do not expire, and we will not assess a service fee or dormancy fee with respect to a Gift Card.

Content

While using our Services, you will have access to: (i) content that you upload or provide while using our Services (“Your Content”); (ii) content that other users upload or provide while using our Services (“User Content”); and (iii) content that we provide on and through our Services (“Our Content”). 

In this Agreement, “content” includes, without limitation, all text, images, video, audio, or other material on the Services.

Our Copyright Infringement Policy explains how we handle copyright use issues and how to notify us of any copyright disputes.  We take copyright infringement seriously, and we terminate the accounts of repeat infringers.

Your Content

You are responsible for Your Content.  Don’t share anything that you wouldn’t want others to see, that would violate this Agreement, or that may expose you or us to legal liability.

You are solely responsible and liable for Your Content, and, therefore, you agree to indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content.

• You represent and warrant to us that the information you provide to us or any other user is accurate, including any information submitted through Google, Facebook or any other social login (if applicable) (any, a “Social Login”), and that you will update your account information as necessary to ensure its accuracy.
• If you choose to reveal any personal information about yourself to other users, you do so at your own risk.  We encourage you to use caution in disclosing any personal information online.
• You acknowledge and agree that Your Content may be viewed by other users, and, notwithstanding these Terms, other users may share Your Content with third parties.
• You understand and agree that we may monitor or review Your Content, and we have the right to remove, delete, edit, limit, block or prevent access to any of Your Content at any time in our sole discretion.  Furthermore, you understand and agree that we have no obligation to display or review Your Content.

Your Content License to us

• By providing Your Content, you grant us a worldwide, perpetual, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, translate, modify, reformat, distribute and otherwise make available Your Content. 
• We may use Your Content in whole or in part and in any format or medium for the uses contemplated by this Agreement and any other purpose permitted by this Agreement, subject only to our Privacy Policy and applicable law.  Your Content includes any information you authorize us to access from any Social Login or other third-party sources (if applicable).

User Content

You will have access to User Content—but it is not yours, and you may not copy or use User Content for any purpose except as contemplated by these Terms.

Other users will also share content on our Services.  User Content belongs to the user who posted the content and is stored on our servers and displayed at the direction of that user.

You do not have any rights in relation to User Content, and, unless expressly authorized by us, you may only use User Content to the extent that your use is consistent with this Agreement, including our Acceptable Use Policy.  You may not copy the User Content or use User Content for commercial purposes, to spam, to harass, or to make unlawful threats.  We reserve the right to terminate your Account if you misuse User Content.

Our Content

We own all other content on our Services.

• Ownership.  Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Services is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property law rights.  All rights, title, and interest in and to Our Content remains with us at all times. 
• Very limited license to use.  You may use the Services and Our Content solely for personal and non-commercial purposes.  All rights not specifically granted in the license set forth above shall be reserved and remain always with the F&E.  You acquire no rights or licenses in or to the Services or Our Content other than the limited right to utilize the Services in accordance with these Terms of Use.

• Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants you, or any third party, any right, title, or interest in or to Our Content, the Services or other intellectual property provided in connection with this Agreement, whether by implication, waiver, estoppel or otherwise.

Acceptable Use

You may not access or use the Services in any way expressly permitted by these Terms.  For example, you may not:

• access, solicit, collect or use any personally identifying information about any other Users of the Site or Services or anyone else;
• use the Site or Services in any manner that could damage, disable, overburden, or impair the Site or Services, or ‎interfere with any other party's use and enjoyment of the Site or Services;‎
• attempt to gain unauthorized access to the Site, the Services, or the computer systems or ‎networks connected to the Site or Services;‎
• create User accounts by automated means or under false or fraudulent pretenses;‎
• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;‎
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of ‎privacy and publicity) of others;‎
• upload, post, email or transmit, or otherwise make available through the Site or Services any ‎inappropriate, threatening, abusive, defamatory, infringing, obscene, or unlawful content;‎
• upload, post, email or transmit, or otherwise make available through the Site or Services any content ‎that infringes any patent, trademark, copyright, trade secret or other proprietary right of any ‎party;‎
• upload, post, email or transmit, or otherwise make available through the Site or Services any materials ‎that promote pyramid schemes, chain letters or disruptive commercial messages or ‎advertisements, or anything else prohibited by law;‎
• run Mail list, Listserv, or any form of auto-responder or “spam” on the Site or Services;‎
• interfere or attempt to interfere with the proper working of the Site or Service or any activities ‎conducted on the Site, including utilizing framing techniques to enclose any Site Content or ‎other proprietary information, place pop-up windows over the Site's pages, or otherwise affect ‎the display of the Site's pages;
• impersonate another person or entity, or falsify or delete any author attributions, legal or other ‎proper notices or proprietary designations or labels of the origin or source of any materials, including removing any copyright, trademark or other proprietary rights notices contained in or on the Site;‎
• use any robot, spider, crawler, scraper, Site search/retrieval application, or other device to retrieve or index any ‎portion of the Site or Services or collect information about Users for any unauthorized purpose or reverse engineer, decompile, disassemble, reverse assemble or modify any Site source or object code or any software or other services or processes accessible through any portion of the Site or Site Content (to the extent such restriction is permitted under applicable law);‎
• submit content that falsely expresses or implies that such content is sponsored or endorsed by ‎the Company, any of its affiliates or any third parties;‎
• use the Site or Services for any illegal or unauthorized purpose (including, without limitation, in ‎violation of any United States federal and state laws or regulations, or equivalent laws or ‎regulations in foreign jurisdictions);‎
• promote or provide instructional information about illegal activities or promote physical harm ‎or injury against any group or individual; or
• use any Site Content to train large learning models or in connection with any ‎artificial intelligence input or output services. ‎
• We have no obligation to monitor your interaction with the Site but reserve the right to review or monitor the Site in our sole discretion.‎‎

Disclaimers, Limits on Liability & Indemnification

Our Services and Products are provided ‘as is.’  Our liability to you will never exceed $100 or the total amount of your purchases from us in the last 6 months.

Warranties.

Except as stated elsewhere in these Terms, all of the Services, products and content are provided “as is” without warranty of any kind.  To the fullest extent permitted by law, we disclaim without limitation all warranties, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise, including the warranties of merchantability, title, non-infringement of third parties’ intellectual property rights, or fitness for a particular purpose.

Use of the Services and the transmission of messages through the Services is done at your own discretion and risk.  No advice or information, whether oral or written, obtained by you from us or through the Services will create any warranty that is not expressly stated in these Terms.

These limitations apply only to the extent they are not prohibited by applicable law.  To the extent permissible, any implied warranties that cannot be excluded are limited to ninety (90) days, or such longer period as applicable law requires.

Limitations of Liability

Except for the indemnity obligations stated below, to the fullest extent allowed by applicable law, under no circumstances and under no legal theory will either of us be liable to the other with respect to the subject matter of this Agreement for:

• Any indirect, special, incidental, or consequential damages of any kind, or
• Any aggregate amount in excess of the greater of (1) $100 or (2) the amounts you paid us for Products in the six-month period preceding the applicable claim.

For clarity, this means we will not be liable for: unauthorized access to or loss of Customer Data, Your Content or any other data, loss of information, the cost of procuring alternative goods or services, internet failures, or our failure to provide technical or other support services.  These limits apply to all claims, obligations and liabilities relating to this Agreement, even if we, our affiliates, licensors or suppliers are aware of the possibility that you may incur these damages, and even if these limited remedies fail of their essential purpose.

Idemnification

To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless Frank & Eileen LLC, its affiliates, officers, agents, employees, and partners from and against any and all third-party claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or relating to (i) your use of the Services (including any actions taken using your access to the Services) or (ii) your violation of this Agreement or of law.  In the event of such a claim, suit, or action, we will notify you using the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations under this Agreement).  This obligation will survive any suspension, termination or cessation of your use of the Services.

Dispute Resolution

In the event of a dispute, you and F&E agree to try to resolve it informally first.  If we can’t resolve it in 60 days, we agree to arbitrate the claim, instead of going to court.  You may opt-out of arbitration within 30 days of agreeing to this Agreement, as described below.

You agree to resolve disputes with F&E through binding arbitration, except as described in this Dispute Resolution section (the “Arbitration Clause”).  The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action.  Similar disputes may, however, be grouped as a Mass Filing in arbitration. 

If you use the Services as an individual, you may opt-out of arbitration under 'Out-Out' below within thirty (30) days of first accepting these Terms.

Covered Disputes. You and F&E agree that any dispute or claim between you and F&E arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court.  A Dispute includes any claim or dispute relating to the Services, access and use of the Services, your Account, or any aspects of your relationship or transactions with F&E.  A Dispute also includes any claims or disputes that arose from or involve facts that occurred before the effectiveness of this Agreement and claims that may arise after its termination.  For clarity, nothing in this Arbitration Clause prevents either party from settling any Dispute(s) on a class-wide, batch-wide or other multiparty basis.

Exceptions to Arbitration. This Arbitration Clause does not require arbitration of the following types of claims brought by either you or F&E:

• small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and
• claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration.  If you have a Dispute with us, before initiating arbitration, you agree to send an individualized request (“Pre-Arbitration Demand”) to dispute@frankandeileen.com so that we can work together to resolve the Dispute. 

• A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual.  A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. 
• The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. 
• Likewise, if F&E has a Dispute with you, F&E will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account. 
• If the Dispute is not resolved within sixty (60) calendar days of when either you or F&E submitted a Pre-Arbitration Demand, an arbitration can be brought. 

This 'Informal Dispute Resolution First' section is a condition precedent to commencing arbitration.  The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

This 'Informal Dispute Resolution First' section does not apply to claims brought under any Exceptions to Arbitration. 

18-Month Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Arbitration Clause (with the exception of disputes under Exceptions to Arbitration for claims pertaining to intellectual property rights including trademarks, trade dress, domain names, trade secrets, copyrights and patents), must be filed within eighteen (18) months after such claim or cause of action arose.  Otherwise, that claim or cause of action will be permanently barred.  The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Informal Dispute Resolution First at 0 above.

Out-Out. You may reject this Arbitration Clause and opt out of arbitration by sending an email to optout@frankandeileen.com within thirty (30) calendar days of first accepting these Terms.  If you have an Account,  your opt-out notice must be sent from the email address associated with your Account.  No one may opt-out another person.  Your notice to opt-out must include your first and last name, address, the email address associated with your Account (if you have an Account), and a clear statement that you decline this Arbitration Clause.

Arbitration Procedure. If, after completing the 'Informal Dispute Resolution First' process, either you or F&E wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration.  Any demand for arbitration by you will be sent to the F&E address in 'Informal Dispute Resolution First'. F&E will send any arbitration demand to the email address associated with your Account or to your counsel, if any.  You and F&E agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Clause.  If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.

The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative:

• Comprehensive Dispute Resolution Rules and Procedures, and
• where applicable, its Mass Filing Supplemental Dispute Resolution Rules and Procedures, in each case as available at www.namadr.com/resources/rules-fees-forms. 

This Arbitration Clause will govern to the extent it conflicts with the arbitration provider’s rules. 

• If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider.  If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.

Arbitration hearings will take place through videoconferencing, unless you and F&E agree upon another location in writing.  A single arbitrator will be appointed. 

Arbitration Costs & Scope. 

Arbitration Procedure. Except as provided for in a Mass Filing under 'Batch Process' below, your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules. 

Scope. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs.  Any arbitration award may be enforced in any court with jurisdiction over the dispute.  An arbitration award will have no preclusive effect in another arbitration or court proceeding involving F&E and a different individual.  The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration.  However, a court has exclusive authority to rule on the waiver under 'Class Action Waiver', including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.

• If a request to proceed in small claims court (under 'Exceptions to Arbitration'), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed.  Any controversy over the small claims court’s jurisdiction will be determined by the small claims court. 

Jury Trial Waiver. You and F&E agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury.  You and F&E are instead electing that all Disputes will be resolved by arbitration under this Arbitration Clause, except as specified under 'Exceptions to Arbitration' above.  Court review of an arbitration award is subject to very limited review.  Discovery may be limited in arbitration, and procedures are more streamlined than in court.

Class Action Waiver. You and F&E agree that, except as specified under 'Batch Process' below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis. 

• The parties agree to waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. 
• Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim. 

Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final nonappealable decision, that the limitations of this Class Action Waiver section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and F&E agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in the 'Governing Law; Forum' section. 

Batch Process. To increase the efficiency of administration and resolution of arbitrations, you and F&E agree that if 25 or more arbitration demands of a substantially similar nature, are filed within a 180 day period (“Mass Filing”):

to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (“Batches”), with only one Batch filed, processed, and adjudicated at a time;

• to designate one arbitrator for each Batch;
• to accept applicable fees, including any related fee reduction determined by NAM in its discretion;
• that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior Batch is filed, processed, and adjudicated;
• that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by F&E and the claimants, will only be due after your demand for arbitration is included in a Batch that is properly designated for filing, processing, and adjudication; and
• that the Batch process will continue until each demand (including your demand) is adjudicated or otherwise resolved. 

Tolling. Any statutes of limitation, including the requirement to file within eighteen (18) months at '18-Month Filing Deadline' below, will remain tolled while any arbitration demands are held in abeyance.  While the Batches are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider. 

Speed. The parties will work in good faith with the arbitrator to complete each Batch within 120 calendar days of its initial pre-hearing conference.  The parties agree that the Batch process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.

• If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance.

Substantially similar nature. All parties agree that arbitration demands are of a “substantially similar nature” if they relate to the same event or factual scenario, raise the same or similar legal issues and seek similar relief. 

Mass Filing Administration. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including the 'Informal Dispute Resolution First' section above. 

• To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly.  F&E will pay the Administrative Arbitrator’s costs.

This Batch Process provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind.  Unless F&E otherwise consents in writing, F&E does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this 'Batch Process' section.

Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or F&E may serve a written offer of judgment upon the other party to allow judgment on specified terms. 

• If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. 
• If the offer is not accepted before the earlier of (i) the arbitration hearing or (ii) thirty (30) calendar days after it is made, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. 

If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

• The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms.  For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

Sever-ability. Except as provided under 'Class Action Waiver' above, if any provision of this Arbitration Clause is found to be illegal or unenforceable, then that provision will be severed.  The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

Additional Provisions

Feedback. Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Feedback”) you send us are our exclusive property.  By submitting Feedback, you assign any and all intellectual property rights in the Feedback to us.  We may, but are not required to, use the Feedback, including any intellectual property or proprietary rights in that Feedback, for any purpose whatsoever, without any attribution, financial compensation, or reimbursement of any kind to you or any third party. 

Governing Law; Forum. These Terms are governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions.  Subject to the 'Dispute Resolution' section,  you and we agree to only bring Disputes and any other legal proceeding in the state and federal courts located in Los Angeles, California.  You and we consent to the jurisdiction of those courts.  You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the California Department of Consumer Affairs’ Division of Consumer Services in writing at: Complaint Assistance Unit 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Modifications of Services. We may change or discontinue any aspect, service or feature of the Services at any time, in our sole discretion.

Relationship. You and F&E agree there are no third-party beneficiaries intended under the Agreement.  You acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Frank & Eileen LLC.

Interpretation. If it turns out that a particular term of the Agreement is not enforceable for any reason, this will not affect any other terms.  Any words following the terms ‘including,’ ‘include,’ ‘in particular,’ ‘for example’, ‘such as’ or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, phrase or description preceding those terms. The word ‘or’ as used in these Terms is not exclusive. The failure of either party to exercise, in any way, any right under these Terms does not waive any further rights the Terms provide. 

Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding between the parties as to its subject matter, and it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to it.

Force Majeure. In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations under the Agreement, to the extent such failure or delay is caused by any circumstances beyond our reasonable control.