Terms of Use

Last Updated and Effective as of November 5, 2026

I. Introduction

The rules, policies, terms and conditions below (the “Terms”) govern the usage of all Broadway Direct websites, mobile services and apps (collectively, the “Site”). Broadway Direct (“us”, “we”, “our”) collectively refers to Broadway Direct (“Broadway Direct”) and all of Broadway Direct’s parents, subsidiaries, and affiliates.

By visiting or using the Site, you expressly agree to these Terms. In addition to the Terms, we have other policies that apply, which are incorporated herein by reference. Including:

The Purchase Policy which explains your rights and obligations when purchasing tickets via the Site.
The Privacy Policy which explains your rights with respect to your data when using our Site.
The Lottery Terms and Conditions which explain our lottery processes.
Any other policies, rules or guidelines that may be applicable to particular offers or features on the Site.

These Terms are a legally binding agreement between you, the user (“you” or “your”) and us. You and we are each a “Party” and collectively we are the “Parties” to the agreement.

II. Notice of Future Changes

We may make changes to these Terms at any time. Any changes we make will be effective immediately when we post a revised version of these Terms on the Site. The “Last Updated” date at the top of this page will tell you when these Terms were last revised. By continuing to use this Site after that date, you agree to the changes.

III. Content

The Site, including all software, content, data, pages, print screens, images, artwork, photographs, audio and video clips, HTML code, source code or software that reside or are viewable or otherwise discoverable on the Site, and all tickets obtained from the Site, (collectively, the “Content”) are owned by us or our licensors. The Content is protected under copyright, trademark, patent, and other intellectual property laws. You agree not to take any actions inconsistent with our ownership interests.

We may change the Content and features of the Site at any time.

The registered and unregistered trademarks, logos and service marks displayed on the Site are owned by us, our affiliates or licensors. You may not use our trademarks, logos and service marks in any way without our prior written permission. You may inquire about obtaining permission by contacting us at [email protected].

IV. License

We grant you a non-exclusive, non-transferable, non-sublicensable, limited and revocable license to visit and use the Site and view our Content, for your personal use only, conditioned on your compliance with these Terms and any additional terms specific to the particular app. You may not download, copy, or use our Content in any way.

V. Children

While some of the Content listed on the Site may appeal to children, the Site is not targeted at children under the age of 18, and they are not permitted to use the Site. We strongly encourage all parents and guardians to monitor the Internet use by their children. If you use the Site, you affirm you are at least 18 years old.

VI. Account Registration and Account Passwords

You may browse and purchase tickets on the Site without registering for an account. An account is required to use the most updated version of the Broadway Direct app (updated October 23, 2025) and to enter the Lottery. If you create an account, your account username may not include the name of another person with the intent of impersonating that person, or be offensive, vulgar or obscene. Your account username and password are personal to you. We will never ask for your password. You will be responsible for the confidentiality and use of your username and password, and for all activities (including purchases) that are conducted through your account. You may not transfer or sell access to your account. We will not be liable for any harm related to disclosure of your username or password or the use by anyone else of your username or password. You may not use another user’s account without that user’s permission. You will immediately notify us in writing at [email protected] if you discover any unauthorized use of your account or other account-related security breach. We may require you to change your username and/or password if we believe your account is no longer secure or if we receive a complaint that your username violates someone else’s rights. You will have no ownership in your account or your username. We may refuse registration, cancel an account or deny access to the Site for any reason. To understand how we use information collected from you, including information collected via social media connectivity, please read our Privacy Policy.

VII. Account Termination

You may request to close your account at any time by contacting us or filling out this form. However, we are unable to close your account until all Events for which you have purchased tickets have taken place.

We may terminate or suspend your account at any time, for any reason. In addition, if we have reason to believe that you violated these Terms or any of our Other Policies, we may: (1) prevent you from re-registering under a different name or email address; (2) cancel any order or purchase acquired through your account; (3) refuse to honor pending and future purchases made from any account we believe may be associated with you; (4) cancel a ticket or ticket order associated with any person we believe to be acting with you; and/or (5) exercise any other remedy available to us under the law and/or this agreement.

Termination will not limit any of our other rights or remedies at law or in equity.

VIII. Restrictions

You agree that you will comply with all applicable laws, rules and regulations, and that you will not do or attempt the following:

Restrict or inhibit any other person from using the Site.
Use the Site for any unlawful purpose.
Engage in any behavior that prevents another user from fair access to tickets.
Conceal your identity or impersonate any person or entity, whether actual or fictitious, including any employee or representative of our company.
Use multiple internet protcocol addresses (“IP Addresses”), names, email addresses, or other identifying information to purchase tickets or enter lotteries or by impersonating an account holder.
Engage in spamming or flooding.
Harvest or collect information about Site users.
Order a number of tickets for an Event that exceeds the stated ticket limit for that Event.
Use any password or code to participate in an offer on the Site if you did not receive the password or code from us or if you violate the terms of the offer.
Use or allow others to use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, browser automation, or agent frameworks) to access, extract, “scrape,” monitor, or download data from us, including without limitation to ticket inventory, seat maps, ticket pricing, or ticket availability; provided that we may elect to grant the operators of public, consumer facing search engines revokable permission to use spiders to create text-only, publicly available searchable indices of the Content (but not caches, archives, embeddings, training sets, knowledge bases or derivative datasets) and never for ticket inventory, availability or pricing.
Use, or permit the use of, any data, Content, or metadata obtained from the Site (whether directly, via a third party, or via an automated agent) to train, fine-tune, evaluate, or improve any artificial intelligence, machine learning, large language model, foundation model, retrieval system, or similar technology, or to build features that surface, infer, or broker ticket inventory or pricing.
Deploy, operate, or provide any agent, bot, plugin, extension, meta-crawler, federated search, or AI assistant that accesses or reproduces any portion of the Site or surfaces ticket inventory, availability, seat maps, or pricing, without our prior written consent.
Cache, store, persist, or create embeddings or vectorizations of any Content from the Site, including but not limited to ticket inventory, pricing, availability, or seat-level information.
Display, sublicense, syndicate, resell, or otherwise re-publish ticketing or Event information derived from the Site on any third-party site, application, interface, or AI experience.
Circumvent or interfere with any technical or policy controls intended to prevent automated access (including robots.txt, meta tags, headers, IP blocks, rate limits, and token gates), and consent or absence of disallow rules in robots.txt does not grant you any license or permission to access or use the Content.
Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature or that may compromise the Site’s security.
Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, including any tickets or underlying algorithms or barcodes used on or in the production of tickets, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Content.
Remove any copyright, trademark or other proprietary rights notices contained on the Site.
Use any robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Content or the Site, including with respect to any CAPTCHA displayed on the Site. Operators of public search engines may use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past.
Use any bot software, automated software or computer system to search for, reserve, buy or otherwise obtain tickets, discount codes, promotional codes, or any other items available on the Site, including sending information from your computer to another computer where such software or system is active.
Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
Access, reload or refresh transactional Event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval.
Reproduce, modify, display, publicly perform, distribute or create derivative works of the Site or the Content.
Reproduce or scan tickets in a format or medium different from that provided by the Site.
Decode, decrypt, modify, or reverse engineer any tickets or underlying algorithms used on or in production of tickets or the Site.
Use the Site or the Content to, or in conjunction with, any device, program or service designed to circumvent any technological measure that effectively controls access to, or the rights in, the Site and/or Content in any way including, without limitation, by manual or automatic device or process, for any purpose.
Commit a brute force attack against the Site.
Circumvent any security measure, access control system, or other technological control and measures on the Site.
Manipulate any identifiers or disguise the origin of any interaction with the Site.
Deep link to the Site for any purpose, unless authorized by us.
Use the Site for any commercial purpose, unless otherwise authorized by us.

Any unauthorized automated access or use described in this section constitutes unauthorized access and may violate applicable laws (including but not limited to the Computer Fraud and Abuse Act and anti-hacking laws).

These rules are not exhaustive, and we may modify them at any time. We have the right to take appropriate action to enforce these rules (including suspending or terminating your account and revoking your ticket(s) to protect the integrity of the Site.

This license exists only so long as you strictly comply with each of the provisions described in this section. Any use of the Site or Content by you or anyone acting on your behalf that does not strictly comply with each and every provision in this section exceeds the scope of the license granted to you herein, constitutes unauthorized reproduction, display, or creation of unauthorized derivative versions of the Site and Content, and infringes our copyrights, trademarks, patents and other rights in the Site and Content. You will not acquire any ownership rights by using the Site or the Content.

IX. Mobile Messaging

We offer mobile messaging services which may include alerts, promotions, and other marketing offers. If you choose to receive these mobile messages, you agree that we may send recurring messages (including by automated technology) to the mobile phone number you provided when you signed up, including for advertising or marketing purposes, subject to message and data rates that may be charged by your wireless carrier.

We are not responsible for the accuracy of any information displayed in our messages, for any misdelivery or untimely delivery of messages, or for your deletion of or failure to store any messages from us.

You authorize your wireless carrier to disclose certain information about your account and device to us to investigate identity verification and fraud with respect to your transactions with us.

You may opt out of any messages by replying to a message with the text message “STOP,” by sending the text message “STOP” to the short code provided, or by sending an email to [email protected], with your request and mobile device number. Please note that these email addresses are not for general customer support inquiries. It may take us up to 10 days to remove your mobile device number from our database. For additional help with respect to text messages, text “HELP” to the short code provided, or email [email protected].

X. Push Notifications

If you download our application, you may elect to receive push notifications. You may opt out of push notifications at any time by going to your device “Settings” and clicking on “Notifications,” and then changing those settings for some or all of the apps on your device.

XI. Links

The Site contains links to other websites that may not be owned or operated by us. The fact that we may link to those websites does not indicate any approval or endorsement of those websites. We have no control over those websites. We are not responsible for the content of those websites, or the privacy practices of those websites. We strongly encourage you to become familiar with the terms of use and practices of any linked website. Your use of other websites is at your own risk and is subject to the terms of those websites. It is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of viruses, worms, Trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

XII. Rules for Sweepstakes, Contests, & Games

In addition to these Terms, sweepstakes, contests, games or other promotions (collectively, “Promotions”) made available through the Site may have specific rules that are different from these Terms. By participating in a Promotion, you will become subject to those rules. We urge you to review the rules before you participate in a Promotion. Promotion rules will prevail over any conflict with these Terms.

XIII. Violation of these Terms

We may investigate any violation of these Terms, including unauthorized use of the Site. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation. We may revoke access to the Site and take legal action that we feel is appropriate. You agree that monetary damages may not provide us with sufficient remedies and that we may pursue injunctive or other relief for your violation of these Terms. If we determine that you have violated these Terms or the law, or for any other reason or for no reason, we may cancel your account and prevent you from accessing the Site at any time without notice to you. If that happens, you may no longer use the Site or any Content. You will still be bound by your obligations under these Terms. You agree that we will not be liable to you or any third party for termination of your access to the Site or to your account or any related information, and we will not be required to make the Site or your account or any related information available to you. We may also cancel any ticket or merchandise order, and tickets or merchandise acquired through your order. We may refuse to honor pending and future purchases made from all accounts we believe may be associated with you or cancel a ticket or ticket order associated with any person we believe to be acting with you, or cancel your ticket postings, or exercise any other remedy available to us.

XIV. Disclaimer of Warranties

WE PROVIDE THE SITE AND THE CONTENT TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES (UNLESS EXPLICITLY STATED IN OUR OTHER POLICIES). TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND TO THE EXTENT THAT APPLICABLE LAW PERMITS THE DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE.

WE DO NOT GUARANTEE THAT THE SITE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT THE SITE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.

WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

XV. Limitation of Liability

These Terms limit our liabilities as allowed by applicable law; accordingly, some limitations may not apply to use. For example, these Terms do not limit liability for gross negligence or willful misconduct. But, to the extent allowed by applicable law, these Terms do limit our liabilities – and any liabilities of our offices, directors, employees and agents, as follows:

WE ARE NOT LIABLE FOR EVENT ORGANIZERS, SUPPLIERS, ADVERTISERS OR SPONSORS.
WE ARE NOT LIABLE FOR ATTORNEY’S FEES OR FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY TYPE.
YOU VOLUNATRILY ASSUME ALL RISKS INCIDENTAL TO THE EVENT FOR WHICH THE TICKET IS ISSUED (WHETHER OCCURRING BEFORE OR AFTER THE EVENT), IN CONNECTION WITH THE SITE, THE CONTENT, OR ANY OTHER PRODUCT OR SERVICE ASSOCIATED WITH THE SITE. YOU WAIVE ANY CLAIMES FOR PERSONAL INJURY OR DEATH – INCLUDING (WITHOUT LIMITATION) AS A RESULT OF ANY COMMUNICABLE DISEASE OR ILLNESS, EVEN IF YOU CONTRACTED IT WHILE ATTENDING AN EVENT, AGAINST US, MANAGEMENT, FACILITIES, VENUES, EVENTS, OR OTHER PARTICIPANTS AND ALL OF OUR RESPECTIVE PARENTS, AFFILIATED ENTITIES, AGENTS, OFFICERS, DIRECTORS, OWNERS, AND EMPLOYEES ON BEHALF OF YOURSELF AND ANY ACCOMPANYING MINOR. WE ARE NOT AND WILL NOT, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY.
WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, (b) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (c) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE, (d) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR (e) ANY LOST, STOLEN OR DAMAGED TICKETS, OR THE FAILURE OF A VENUE TO HONOR A TICKET. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US.

OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF THE SITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE.

XVI. Indemnification

By your use of this Site, you agree to waive any claims you may have against us for any damages that you may incur as a result of your use or attempt to use this Site. You agree to defend, indemnify and hold us and our officers, directors, employees, agents, Event Organizers, suppliers, advertisers, and sponsors harmless from any against any and all claims, damages, losses, and expenses of any kind (including reasonable attorney’s fees and costs) arising from or related to (a) your misuse of the Site and/or the Content, (b) your violation of the rights of any third party, (c) your negligence or willful misconduct, or (d) your violation of applicable law and/or these Terms, including our other policies. We reserve the right to take exclusive control and defense of any claim, and you will cooperate fully with us in asserting any available defenses.

XVII. Disputes, Including Mandatory Arbitration and Class Action Waiver

We aim to avoid legal disputes and hope to resolve any issues amicably, fairly, and as quickly as possible. To facilitate the effective resolution of any and all claims, controversies or disputes of any kind you may have against us, you and we agree to the following provisions.

The arbitration agreement in these Terms is governed by and will be construed in accordance with the Federal Arbitration Act (“FAA”), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. To the extent state law applies in some other respect, the laws of the State of New York (without regard to New York choice of law principles) shall govern.

Please read these paragraphs carefully and completely. They affect your rights and will have a substantial impact on how any dispute is resolved.

A. Arbitration Agreement

YOU AGREE THAT ANY CLAIMS, OR CONTROVERSIES OF ANY KIND RELATING IN ANY WAY TO YOUR USE OF THE SITES, OR TO PRODUCTS OR SERVICES SOLD, DISTRIBUTED, OR ISSUED, BY US OR THROUGH US, OR YOUR RELATIONSHIP WITH US, OR OTHER DISPUTE WITH US (WHICH WE DEFINE AS A “DISPUTE”) WILL BE RESOLVED EXCLUSIVELY BY BINDING, CONFIDENTIAL INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. IN ACCORDANCE WITH THESE PROVISIONS. YOU ALSO AGREE THAT YOU WAIVE ANY RIGHT TO A JURY TRIAL, AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, MASS, AND/OR REPRESENTATIVE ACTION.

Without limiting the scope of a Dispute, examples of Disputes include any and all claims, controversies, or disputes arising out of or relating in any way to:

these Terms, the Sites, Services on or using the Sites, or you or your Company’s use of the Sites or Services on the Sites;
your relationship with us;
any dispute regarding the enforceability, validity, legality, scope, waiver, existence, interpretation, formation, performance, or applicability of this agreement to arbitrate, including arbitrability;
any disagreements over the satisfaction of the Notice Requirement described below as a prerequisite to arbitrating; and
any other dispute with us.

This Arbitration Agreement is intended to be broadly interpreted, consistent with governing law, and will survive termination of these Terms and survive after your relationship with the Site or us ends. Except as stated otherwise in these Terms, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by Laws to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including these Terms and any claim that all or any part of this Agreement or of these Terms is void or voidable.

Notwithstanding the intended breadth of this agreement, the following are exempt from the Arbitration Agreement:

complaints you wish to make to a government agency;
claims in small claims court if your claims apply;
If a claim involves the conditional license granted to you as described in the License section (Section IV) above, either of you or we may file a lawsuit in a federal or state court located within New York County, New York, and you and we both consent to the jurisdiction of those courts for such purposes;
claims related to the enforceability of the requirement that arbitrations must be conducted on an individual basis only (as further noted below); and
actions to compel arbitration, or to uphold, confirm, or enforce any prior arbitration decision or award.

The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision, or the enforceability of this Arbitration Agreement as to any other lawsuit, controversy, claim, or dispute.

In the event that this Arbitration Agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may be commenced only in a federal or state court located within New York County, New York and you and we both consent to the jurisdiction of those courts for such purposes.

B. Notice Requirement

To try to resolve a Dispute quickly and efficiently, before you can bring claims against us relating to a Dispute, you agree to the following procedures. These procedures are designed to help reach a fair, fact-based resolution. They are mandatory and not optional.

You must send a written notice to us (a “Notice”) describing the Dispute. The Notice should include your name, address, and other contact information; a clear description of the Dispute (including any relevant account names); and what resolution is being sought.

The Notice must be sent to the following addresses: by email to [email protected] and by hard copy to Broadway Direct, ATTN: Legal Counsel, 1501 Broadway, 14^th Floor, New York, New York 10036. Following receipt of Notice, you and we will confer in a good faith effort to informally resolve the Dispute. If either you or us is represented by counsel, that counsel may participate in the informal dispute resolution efforts. All offers, promises, conduct, and statements made in the course of the informal dispute resolution process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the informal dispute resolution process.

If you do not file a compliant Notice, a court or arbitrator may enjoin your claim and may order you to reimburse us for any arbitration fees, attorneys’ fees, and costs already incurred.

Within 45 business days after we receive your Notice, you and we agree to make a good faith attempt to resolve the Dispute informally by participating in a live telephone call or videoconference (an “Informal Conference”). If you are represented by counsel, your counsel may participate in the Informal Conference, but you must also be present and participate.

Complying with the Notice Requirement and the Informal Conference requirement are mandatory prerequisites to commencing arbitration or filing any lawsuit. You agree that you will not take any legal action, including filing a lawsuit or instituting arbitration, until 14 business days after the Informal Conference, except that, notwithstanding this provision and the provisions below, you may seek individual relief in small claims court for disputes or claims within the scope of its jurisdiction.

We agree to toll the limitations period, if any, from the date the Notice is sent until 14 days after the Informal Conference is held.

C. Terms of Individual Arbitration

In the unfortunate event that the Dispute described in the Notice is not resolved to your satisfaction, the following paragraphs describe how the Dispute will be resolved pursuant to this Arbitration Agreement, which shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

You agree that these Terms evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.

You agree that any and all Disputes will be resolved exclusively by final, binding, and confidential arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures or, if applicable, its Comprehensive Arbitration Rules and Procedures, and any applicable supplemental rules including its Consumer Arbitration Minimum Standards of Procedural Fairness, which are in force at the time you send the Notice. The JAMS Rules are available online at http://www.jamsadr.com or by calling (800) 352-5267. If there is any conflict between the applicable JAMS rules and these Terms, these Terms control.

By “binding,” we mean that both you and we will have to live with the arbitrator’s decision, except to the limited extent appeals to a court are permitted under the FAA.

The arbitrator must follow these Terms as a court would. The arbitrator shall have exclusive authority to make all procedural and substantive decisions regarding any aspect of any Dispute. 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 are enforceable, applicable, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, you and we agree that the arbitrator will decide that issue.

The arbitrator shall have authority to grant any remedy that would otherwise be available in court. The arbitrator will have authority to award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary or required by law to provide relief to a party in arbitration warranted by the individual claim before the arbitrator.

The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction.

This Arbitration Agreement shall be binding upon and shall include any claims brought by or against any third parties, including but not limited to your guests, spouse, domestic partner, heirs, estate, third-party beneficiaries and assigns, where their underlying claims arise out of or relate to your relationship with us or their relationship with us at your invitation. You acknowledge and agree that you are responsible for providing such third parties with these Terms, including this Arbitration Agreement. To the extent that any third party beneficiary to this agreement brings claims against us, those claims shall also be subject to this Arbitration Agreement. This Arbitration Agreement also applies to any claims brought by you arising out of your relationship with us as a guest or third-party beneficiary of another user.

By signing a demand for arbitration, you agree to take reasonable steps to ensure that counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under applicable law for either party’s violation of this requirement.

If you or we believe that JAMS is unable to conduct the arbitration in a timely and effective manner, you or we may request that your Dispute be filed with another national arbitration company and governed by another national arbitration company’s rules. Each party will consider the request in good faith and determine whether to proceed with arbitration through JAMS or instead to arbitrate using a different company.

Payment of all filing, administration and arbitrator fees will be governed by JAMS’s rules. If you demonstrate to our satisfaction in its reasonable discretion that you are unable (or not required under the applicable rules) to pay any fees and deposits that are required under the JAMS rules, we agree to forward them on your behalf, subject to being reimbursed in whole or in part, as permitted, based on an ultimate allocation by the arbitrator. In addition, if you are able to demonstrate to our satisfaction in its reasonable discretion that the costs of individual arbitration will be prohibitive as compared to the costs of individual litigation, we will pay as much of those costs (but not attorney or other representation fees) in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose, then you agree to reimburse us for any fees if we so wish.

Unless you and we agree otherwise, the arbitrator will decide the dispute by providing a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions. The arbitrator’s decision shall be controlled by these Terms (including this Arbitration Agreement) and any of the other agreements referenced herein that the parties may have entered into.

The arbitrator shall apply New York law (without regard to New York choice of law rules or principles), consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege, attorney work product, and related doctrines recognized at law and in equity. The arbitrator’s application of the well-developed law of New York is designed to ensure uniformity and advance efficiency, among other things.

Consistent with the goal of advancing efficiency, discovery in any arbitration is discouraged, and any discovery permitted should be narrow and limited. If the arbitrator deems discovery necessary, and unless a requesting party can show a compelling need or that additional discovery is required by law, each side may only take up to 2 depositions limited to 3 hours each and may only seek from up to 3 custodians documents that are directly relevant to the matters in dispute or to its outcome and that are reasonably restricted in terms of time frame and subject matter.

For Disputes involving less than $10,000, the arbitrator will decide the matter solely on the basis of written submissions, without discovery or a formal hearing, unless the arbitrator decides that discovery or a formal hearing is necessary.

If an in-person hearing is required, the arbitration shall be held in New York, New York, but may proceed telephonically, by video, or in another location if both parties agree New York, New York is not reasonably accessible or if the arbitrator determines that arbitration in New York, New York would pose a hardship for you.

Unless the parties agree otherwise, there shall be no authority for any claims to be arbitrated on a class or representative basis, even if the arbitration provider has rules permitting class or mass or collective arbitrations. Unless the parties agree otherwise, arbitration under these Terms can decide only individual claims by you and/or us; without the parties’ consent, the arbitrator may not consolidate, join, or adjudicate the claims of other persons or parties who may be similarly situated against us. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or us to satisfy one of our individual claims. Notwithstanding any other provision of this Arbitration Agreement and these Terms, any dispute over the enforceability of this subparagraph regarding individual arbitration shall be resolved by a federal Court in the Southern District of New York and not by an arbitrator.

The parties agree that, in the event of any appeal from a court’s denial of a motion to compel arbitration under the Arbitration Agreement, all litigation of the claims at issue in the appeal will be stayed pending resolution of the appeal. The parties agree that such a stay avoids prejudice to both parties arising from the unnecessary and duplicative expenditure of resources in litigating claims that may be sent to arbitration.

An arbitration award, and any judgment confirming it, applies only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself. The arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s decision shall be binding only upon the parties to the arbitration that are the subject of the decision.

Although you and we agree to individual arbitration to resolve any Dispute, you and we each retain the right to settle multiple Disputes collectively or on a class-wide basis.

D. Terms of Coordinated or Mass Arbitrations

If 20 or more claimants submit Disputes or seek to file arbitrations raising similar claims, arising from the same business decision, or arising from similar underlying facts, and are represented by the same or coordinated counsel, whether such cases are pursued simultaneously or not, each such claim is considered a “Coordinated Claim” and each such claimant is defined as a “Coordinated Claimant.”

To ensure fairness and efficiency, Coordinated Claims must be resolved in the staged proceeding process described below. You agree to this process even though it may delay the arbitration of your claim. An arbitrator or a court shall have authority to enforce this bellwether process and may enjoin the filing of arbitration demands made or lawsuits filed not in compliance with it.

In the first stage, Coordinated Claimants’ counsel and we will each select an equal number of Coordinated Claims (up to the lesser of one-half of the Coordinated Claims or 10 cases each (20 cases total)) to proceed in arbitration and resolved individually by different arbitrators.

In the meantime, no other Coordinated Claims, cases, or Disputes involving the same or similar subject matter or claims may proceed in arbitration, and JAMS must not assess or demand payment of fees for the remaining Coordinated Claims or administer or accept them.

If JAMS nonetheless assesses or demands payments of fees for the remaining Coordinated Claims, any such Claimants agree to dismiss their arbitration demands without prejudice, with the statute of limitations being tolled from the date of the dismissal.

The arbitrators are encouraged to resolve the first-stage cases within 120 days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties.

After the first stage is completed, the parties will discuss in good faith whether to engage in a single mediation of all remaining Coordinated Claims. If mediation goes forward, unless the parties agree otherwise, we will select the mediator and pay the mediation fee.

If all remaining Coordinated Claims are not resolved by mediation, the parties will repeat the first-stage process of selecting and filing up to 20 Coordinated Claims to be resolved individually by different arbitrators, followed by mediation if agreed by the parties.

If any Coordinated Claims remain after the second stage, the process will be repeated until all Coordinated Claims are resolved, with four differences. First, a total of 40 cases may be filed in the third and later stages. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available.

Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase the number of cases filed in each stage. Either party may also negotiate with JAMS regarding the amount or timing of JAMS fees.

Subject to a mutually agreeable confidentiality agreement, any confidential non-privileged information relevant to a Coordinated Claim—including a decision in a Coordinated Claim—may be made available to other Coordinated Claimants.

For the avoidance of doubt, this Section concerning arbitration of Coordinated Claims is intended to be severable from the rest of this Arbitration Agreement. If the provisions relating to the staging process for Coordinated Claims are severed, then the Coordinated Claims shall be governed by the applicable JAMS Mass Arbitration Rules and fees then in effect.

E. Changes to this Arbitration Agreement

Although we may revise these dispute resolution terms in our discretion, as described above, we do not have the right to alter this agreement or the arbitration rules specified herein with respect to any Dispute once that Dispute arises, if such change would make arbitration procedures materially less favorable to you.

Whether changed procedures are materially less favorable to the claimant is an issue to be decided by the arbitrator, and if multiple claimants are proceeding in Coordinated Claims, the applicability of revised terms to the Coordinated Claims will be decided by the arbitration provider as a procedural issue.

F. Severability of this Arbitration Agreement

With the exception of the language above relating to severability of the provisions requiring individual arbitration, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, or deemed to otherwise conflict with the rules of JAMS in a way that renders this Arbitration Agreement unenforceable, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein.

If the language above relating to requiring individual arbitration is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor we shall be required to arbitrate their dispute.

G. Right to Opt Out

If you do not wish to be subject to this Arbitration Agreement, you may opt out of the Arbitration Agreement. To do so, within 30 days of the date that you first agree to the Terms that include the material terms in this Arbitration Agreement (unless a longer period is required by law), you must send a written notice to the Notice Address described above stating that you wish to opt out of this Arbitration Agreement, as well as your name, address, and email.

For your opt out to be effective, your email notice must be sent from the email address you use for your account, and the notice must include your full name, mailing address, and a clear statement that you want to opt out of arbitration. You are responsible for ensuring that we receive your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt.

If you opt out of this Arbitration Agreement, then the arbitration provisions of these Terms do not apply to you. However, you and we will still be required to arbitrate claims that arose or involve facts that occurred when a prior Arbitration Agreement which you did not opt out of was in force. For the avoidance of doubt, if you opt out of the arbitration provisions of these Terms, it does not affect any other sections of these Terms, which remain applicable and enforceable.

H. Confidentiality

Other than as may be required by law, the entire arbitration proceedings (including, but not limited to, any rulings, decisions or orders of the arbitrator), shall remain confidential and shall not be disclosed to anyone other than the parties to the arbitration.

I. Intellectual Property

Notwithstanding this Arbitration Agreement, you or we may 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.

J. Class Action Waiver; Individual Actions Only

Separate and apart from the Arbitration Agreement set forth above, and to the maximum extent permitted by law, you hereby independently waive any right to bring or participate in any class action, class arbitration, private attorney general action, or other collective, coordinated, consolidated, mass, and/or representative action, however denominated, in any way related to any Dispute.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST US OR RELATED TO A DISPUTE IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR PARTICIPANT IN ANY PUTATIVE CLASS COLLECTIVE, COORDINATED, OR MASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE CAPACITY OR PROCEEDING.

Nothing in this Section prevents you or us from settling claims related to a Dispute on a global, class-wide, joint, or consolidated basis.

K. Jury Trial Waiver

SEPARATE AND APART FROM THE ARBITRATION AGREEMENT SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY INDEPENDENTLY, KNOWINGLY, AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY DISPUTE.

L. Limitations Period

BY USING A SITE, YOU WAIVE ANY AND ALL RIGHTS TO BRING ANY ARBITRATION, CLAIM OR ACTION AGAINST US OR RELATED TO A DISPUTE IN ANY FORUM MORE THAN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION, OCCURRENCE, OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED, OR AFTER YOU KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE ACT, EVENT, CONDITION, OCCURRENCE, OR OMISSION GIVING RISE TO THE CLAIM OR ACTION, UNLESS WE AGREE OTHERWISE, OR UNLESS A LONGER PERIOD IS REQUIRED BY LAW.

M. Small Claims Court

You and we agree that disputes that qualify for small-claims court may be brought as individual actions only in such small-claims courts. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND WE AGREE TO WAIVE THE RIGHT TO A JURY TRIAL IN SMALL CLAIMS COURT. Any Dispute brought in small claims court must remain in such court and may not be removed or appealed to a court of general jurisdiction and may advance only on an individual (non-class, non-representative basis).

N. Litigation Funding Disclosure

In connection with any arbitration or litigation arising out of or relating to these Terms or any Dispute, you agree to disclose to us any agreement under which a third party (a “Litigation Funder”) provides financial support, assistance, or resources to support the pursuit of your claim(s) in exchange for a financial interest in any recovery (a “Litigation Funding Agreement”). This includes direct consumer funding and commercial litigation funding arrangements but does not include funding provided by your personal insurer, your counsel under a contingency fee arrangement, or your immediate family.

If a Litigation Funding Agreement exists at the time you file a demand for arbitration or a complaint in litigation, you must provide us with a copy at the time of filing. Your obligation to disclose is continuing: if you enter into a new or modified Litigation Funding Agreement at any time while your claim(s) remain unresolved, you must promptly supplement your disclosure. You agree that the existence of any Litigation Funding Agreement is relevant to and not privileged from disclosure in arbitration or litigation proceedings.

XVIII. Waiver

If you don’t comply with our Terms or other Policies, including the Purchase Policy and Privacy Policy, and we don’t act right away, we don’t waive any rights to take action now or in the future.

XIX. Contact Us

If you have any questions, comments or complaints regarding these Terms or the Site, please contact Us at [email protected].