- Governing Law; Dispute Resolution; Arbitration
14.A. Governing Law; Jurisdiction; Statute of Limitations.
By using the Service, you acknowledge and agree to this arbitration agreement, subject to the following terms. 14.A.1
. Governing Law. These Terms, your use of the Service, your interactions with Hasbro, and any issues arising therefrom shall be deemed to have been entered into in Massachusetts and shall be governed by the laws of Massachusetts, without regard to its conflict of law principles (except for California residents, whose disputes must be submitted to arbitration pursuant to Section 14.B below). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 14.A.2
. Jurisdiction and Venue. For matters not subject to arbitration under Section 14.B below, both you and Hasbro agree to and accept the exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts, for any dispute between us. You waive any right to object to the state and federal courts in Suffolk County, Massachusetts, on the grounds of improper venue. 14.A.3
. Statute of Limitations. To the maximum extent permitted by applicable law, you may not bring any claim, lawsuit, or legal proceeding related to or arising from these Terms, your use (or inability to use) the Service, or your interactions with Hasbro more than one year after the cause of action arises. 14.A.4
. Costs. If either party initiates any legal action regarding these Terms (excluding arbitration initiated by California residents under Section 14.B below), the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs, attorney’s fees, and other expenses incurred in the action. 14.B
. Dispute Resolution: Arbitration
14.B.1. Arbitration. You agree that all disputes, claims, demands, or controversies between us (“Disputes”)—whether arising before, at the time of, or after you sign these Terms—that cannot be resolved through the informal dispute resolution process set forth in Section 14.B.2 below shall be resolved exclusively through binding individual arbitration. This includes, without limitation, any Dispute arising out of or relating to these Terms, any aspect of the relationship between you and us, your use (or inability to use) of the Services, or your interactions with Hasbro. This section applies regardless of whether the Dispute or claim is based on contract, tort, statute, fraud, unfair competition, misrepresentation, or any other legal principle. Notwithstanding the foregoing and the class action/jury trial waiver provisions below, both you and Hasbro 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. Either party may also elect to have a Dispute heard in small claims court, seeking only individual relief, provided the action does not qualify as a major case. If this arbitration agreement is set aside or appealed to a court of general jurisdiction, then
this arbitration agreement is void or unenforceable. If any court or arbitrator determines that this arbitration agreement is void or unenforceable for any reason regarding Disputes that arose prior to the effective date of this arbitration agreement, you may still be bound by prior versions of this arbitration agreement to which you had separately agreed. 14.B.2
. Initiating Arbitration. You and Hasbro agree to make reasonable, good-faith efforts to resolve any Dispute informally before initiating arbitration. If a party intends to seek arbitration, it must first send a written notice to the other party describing the nature and basis of the claim or Dispute and specifying the relief sought. If we fail to reach an agreement to resolve the Dispute within forty-five (45) days of receiving the notice, the party seeking relief may initiate arbitration. You may initiate arbitration proceedings by sending a written notice to Hasbro describing the claim and the relief you seek from Hasbro. If you initiate arbitration against Hasbro, you must send a copy to the following address: Hasbro, Inc., Attn: Legal Department, 1027 Newport Avenue, Pawtucket, RI 02862. 14.B.3
. Arbitration Administration. Disputes will be resolved through binding individual arbitration conducted in English by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its JAMS Comprehensive Arbitration Rules & Procedures and Mass Arbitration Procedures and Guidelines (https://www.jamsadr.com/mass-arbitration-procedures, as applicable) (collectively, the “JAMS Rules”), except as otherwise provided in this arbitration agreement and the Federal Arbitration Act (“FAA”). The interpretation and enforcement of this arbitration agreement and any proceedings hereunder are governed by the FAA. The parties intend for the FAA and the JAMS Rules (where applicable) to preempt all state laws to the fullest extent permitted by law. The laws of the Commonwealth of Massachusetts (without regard to choice-of-law or conflict-of-law principles) shall apply (except for California residents, in which case California law applies) to: (i) any issue regarding the interpretation or enforcement of this arbitration agreement if the FAA and JAMS Rules are found not to apply; and (ii) any other dispute arising under this arbitration agreement. If twenty (20) or more similar disputes are submitted for arbitration by the same law firm, group of law firms, cooperating law firms, or organization, or are submitted with their assistance, coordination, or cooperation, JAMS shall administer these disputes simultaneously and consolidate them in accordance with the JAMS Mass Arbitration Procedures (except as otherwise provided in this arbitration agreement) to ensure fair, efficient, and economical administration. 14.B.4
. Arbitration Procedures. The arbitration shall be conducted by a single arbitrator with extensive relevant commercial experience, selected from the JAMS roster of arbitrators and mutually agreed upon by the parties. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute 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. Additionally, the arbitrator shall be responsible for determining all threshold issues of arbitrability, including issues related to whether this provision is unconscionable or illusory, in whole or in part, as well as any defenses to arbitration, including waiver, delay, laches, or estoppel. The parties may agree to waive a hearing and resolve the dispute through the submission of documents. Any arbitration hearing shall be conducted remotely via telephone or video conference to the extent possible; however, if the arbitrator determines or the parties agree, the proceedings may be conducted in writing or in person. If conducted in person, the hearing location shall be as close as possible to your place of residence, or as otherwise agreed by the parties. The award rendered by the arbitrator may be enforced in any court of competent jurisdiction, or an application may be made to such court for judicial recognition and enforcement of the award. 14.B.5
. Confidentiality of Arbitration. You and Hasbro agree that any dispute, claim, or controversy submitted to arbitration, as well as all related proceedings (including any settlement agreement), shall be kept confidential. However, the prevailing party in any arbitration may submit the arbitration award to any court of competent jurisdiction to have the award confirmed by court order or judgment. 14.B.6
. Arbitration Costs. Your responsibility for paying any JAMS filing fees, administrative fees, and arbitrator fees is limited to the extent prescribed by JAMS rules and applicable law. 14.B.7
. Opting Out of Arbitration. You may choose to opt out of this arbitration agreement. To do so, you must send an email notice (the “Opt-Out Notice”) to [email protected] within 30 days of first agreeing to this arbitration agreement (the “Opt-Out Period”). The opt-out notice must include your full name, complete mailing address, email address and phone number, a clear statement that you wish to opt out of this arbitration agreement, and your signature. If the opt-out period has expired, you will not be able to opt out of this arbitration agreement and will continue to be bound by its terms.
If you choose to opt out of this arbitration agreement, all other provisions of this section will continue to apply to you. Furthermore, if you choose to opt out of this arbitration agreement, you may still be bound by previous versions of this arbitration agreement or other arbitration agreements—such as those you may have signed separately, including subsequent arbitration agreements. In other words, opting out of this arbitration agreement does not affect any other arbitration agreement you have entered into with us.
If we make any future changes to this arbitration agreement (other than changes to the notice address or other non-substantive changes), we will notify you (provided we have your contact information). You may reject any such changes by sending an email to [email protected] within 30 days of the date the revised arbitration agreement is posted. The email must include the following information: (i) your full name, (ii) your complete mailing address, (iii) your phone number, (iv) the changes you are rejecting, and (if applicable) the username or email address associated with your account with us. This does not constitute a complete opt-out of arbitration. Your continued use of the Services after this 30-day period constitutes your acknowledgment and acceptance of the changes to the arbitration agreement.
14.B.8. Waiver of Class Action (or Representative Action) Relief. You and we agree that, to the fullest extent permitted by law, both parties waive the right to a jury trial and the right to participate as a plaintiff, claimant, or class member in any class action, consolidated action, private attorney general action, representative action, or aggregated action (except for permitted mass filing procedures). This means that neither you nor we may bring a dispute on behalf of any class or group, nor on behalf of any other person, unless you are the parent, guardian, or custodian of a minor, or are acting in a similar capacity on behalf of an individual who cannot bring an individual dispute on their own behalf. This also means that neither you nor we may participate in any class action, consolidated action, private attorney general action, representative action, or joined action brought by a third party, and any arbitration shall be conducted on an individual basis (except as permitted by the batch processing provisions in this agreement and the JAMS Mass Arbitration Procedures). However, both you and we may participate in class action settlements. You also agree that: (i) no factual finding or stipulation in any other arbitration, judicial, or similar proceeding shall have res judicata or collateral estoppel effect in any arbitration under this agreement (unless determined in other proceedings between the parties); and (ii) no legal conclusion in any other arbitration shall have any effect in any arbitration under this agreement (unless determined in other proceedings between the parties). If you or we file or cause to be filed a lawsuit in court (other than small claims court) regarding a dispute that falls within the scope of arbitration under this agreement, the defendant/respondent shall notify the other party or their counsel (if counsel has appeared) of the existence of this arbitration agreement and request the withdrawal of the lawsuit. If the party fails to withdraw the lawsuit within 10 calendar days of receiving such notice, and the defendant/respondent successfully moves to compel arbitration, the defendant/respondent shall be entitled to recover the costs incurred in enforcing this arbitration agreement (including reasonable attorney’s fees).