19.1.These Terms of Use shall be interpreted in accordance with and governed by the laws of the State of New York, without regard to the State of New York’s choice or conflicts of law principles.

19.2 This section 19.2 is referred to as the “Arbitration Provision”.

19.2.1. Any dispute or claim, except those that are resolved informally or brought in a small claims court, arising out of or relating in any way to one or more of the following: (1) these Terms of Use; (2) the Site, the EVEN Content or Licensor Content; (3) your User License; or (4) any products or services sold or distributed by EVEN or through EVEN, including, Releases and any associated Access or Merchandise (collectively, “Claims”), will be resolved by binding arbitration, rather than in court. You and EVEN also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights unrelated to your use of the Site or these Terms of Use.

19.2.2. This Arbitration Provision is intended to be given the broadest possible meaning under the law and shall be governed by the Federal Arbitration Act and applicable U.S. federal arbitration law. Any arbitration of any Claim hereunder shall apply the law of the State of New York and/or applicable federal law.

19.2.3. General. You and EVEN agree that any and all Disputes (as defined below), except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE TERMS OF USE WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST EVEN. If any provision of this Arbitration Provision is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). For the purposes of these Terms of Use, “Disputes” are defined as any claim, controversy, or dispute between you and EVEN, whether arising before or during the effective period of these Terms of Use, and including any claim, controversy, or dispute based on any conduct of you or EVEN that occurred before the effective date of these Terms of Use, including any claims relating in any way to these Terms of Use or the Services, or any other aspect of our relationship.

19.2.4. Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or EVEN agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of these Terms of Use. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to EVEN should be sent by mail to info@even.biz. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (1) include your name; (2) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (3) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that federal or state courts located in New York County, State of New York may enter injunctive relief to enforce the pre-filing requirements of this section, including an injunction to stay an arbitration that has been commenced in violation of this section.

19.2.5. Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) (“AAA”) according to this section and the applicable commercial arbitration rules and mediation procedures for that forum, except you will have the right to file early or summary dispositive motions and to request that the AAA’s expedited procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Use (or any aspect thereof) are enforceable, unconscionable or illusory and any defence to arbitration, including waiver, delay, laches, or estoppel.

19.2.6. Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

19.2.7. Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in New York, New York, at another mutually agreeable location, or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. EVEN values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

19.2.8. Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. If for any reason Claims proceed in court rather than in arbitration, you and EVEN waive any right to a jury trial. In that instance, you expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York, New York County.

19.2.9. Right to Opt Out. You may reject this Arbitration Provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create an EVEN account or after you are otherwise first subject to these Terms of Use. The Opt Out must be mailed to info@even.biz and such Opt Out must be personally signed by you and clearly indicate your intention to opt out of this Arbitration Provision. This is the only way of opting out of this Arbitration Provision. Opting out will not affect any other aspect of these Terms of Use, or the Site, and will have no effect on any other or future agreements you may reach to arbitrate with us.

19.2.10. Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the state courts in the State of New York, New York County, without regard to the State of New York’s choice or conflicts of law principles. Accordingly, and without limiting the foregoing, if in the process of arbitrating or litigating a Dispute the arbitration provisions above are invalidated or otherwise deemed unenforceable, you agree that any judicial proceedings will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the state courts in the State of New York, New York County, without regard to the State of New York’s choice or conflicts of law principles.