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IMPORTANT – PLEASE READ CAREFULLY
THIS IS A CONTRACT THAT AFFECTS YOUR RIGHTS

TERMS & CONDITIONS

Effective Date: 4/28/2025


Soft Surroundings International, LLC (“Soft Surroundings,” “we,” “us,” or “our”), on its own behalf as well as on behalf of all related companies, including parent, sibling, and affiliated corporations, offers the Websites and any related websites (the “Websites”) and the mobile applications it publishes (“Apps”), as well as our discussion boards, and social media accounts subject to and conditional upon your agreement to the Terms & Conditions (the “Terms”).


By visiting or using the Websites or Apps, you agree to be bound by the Terms. Unless we publish changes to the Terms on our Websites or Apps, the Terms are final. If you do not understand or agree to the Terms, do not access or use the Websites or Apps. You have the right to consult a lawyer prior to agreeing to the Terms.


BY AGREEING TO THE TERMS, YOU AND SOFT SURROUNDINGS AGREE TO RESOLVE ALL DISPUTES BETWEEN THEM SOLELY THROUGH BINDING INDIVIDUAL ARBITRATION OR IN SMALL CLAIMS COURT AND WAIVE ALL RIGHTS TO PARTICIPATE IN ANY CLASS ACTIONS AND WAIVE THE RIGHT TO HAVE ANY DISPUTE DECIDED BY A JURY.


By agreeing to the Terms, you acknowledge that your use of the Websites or Apps may result in information about you and your browsing activity being sent to third parties that provide marketing and other services to us, and that you consent to such data-sharing activities unless you advise us otherwise. You can learn more about our information collection and usage practices, and the information shared with third parties, by reading our Privacy Policy.


Please note that Soft Surroundings reserves the right to change the Terms from time to time and will notify you of such changes as described below. Your use of the Websites or Apps after such notification constitutes your acceptance of those changes. If you do not agree to those changes, do not access or use the Websites or Apps.


TABLE OF CONTENTS

  1. Scope of Agreement
  2. Privacy Policy
  3. Changes to Terms
  4. Use of Websites and Documents
  5. Arbitration Agreement
  6. Arbitration Rules
  7. Governing Law and Venue

Scope of Agreement

  • A. The Terms govern the operation of the Websites and Apps, as well as all interactions between you and Soft Surroundings and those acting on its behalf, as well as every aspect of your access to and use of the Websites or Apps, including, but not limited to, all reservations and purchases (the “Services”). The Services also include, but are not limited to, all actions and communications related to or arising in any way out of any sales, promotions, online activities, and contests, as well as the use by you of information made available to you by Soft Surroundings.

  • B. For certain Services available to you through the Websites or Apps, you may be required to enter into additional agreements. In the event of a conflict between the Terms and those additional agreements, the Terms will control.

Privacy Policy

You agree that you have been provided with a reasonable opportunity to read our Privacy Policy. In the event of a conflict between the Terms and the Privacy Policy, the Terms will control.

Change To Terms

  • A. We will provide notice to you of any changes to the Terms by posting the updated Terms on our Websites and Apps, changing the Effective Date set forth in the Terms, and, at our sole discretion, notifying you by such other means as we may deem appropriate.

  • B. Changes to the Terms will become effective on the date they are posted to the Website or Apps and shall not apply retroactively. However, by continuing to use the Websites, Apps, or Services after the effective date of the changed Terms, you agree to be bound by the changes.

Site Contents Ownership

Unless otherwise noted, the design and content featured on the Websites, including illustrations, clothing and other product designs, icons, navigational buttons, images, artwork, graphics, so called "look and feel", photography, text, audio and video clips or content, software and the like, (collectively, the "Content") is owned by Soft Surroundings or one or more of its affiliates or is licensed to Soft Surroundings. The Websites, as a whole, is protected by copyright, trademark, trade dress, intellectual property and other applicable laws. All worldwide rights are reserved. The Websites and its Content are intended solely for your personal, noncommercial use. Any use of the Websites or its Content other than for personal, noncommercial purposes is prohibited. You may not: (a) reproduce, publish, transmit, distribute, display, modify, reverse engineer, create derivative works from, sell or participate in any sale of, or commercially exploit in any way, in whole or in part, any of the Content, or the websites as a whole, or any related software; (b) use any data mining, robots or similar data gathering or extraction methods; (c) manipulate, duplicate or otherwise display the Websites or the Content by using framing or similar navigational technology; (d) register, subscribe, unsubscribe or attempt to register, subscribe or unsubscribe any party for any website product or service if you are not expressly authorized by such party to do so; and (e) use the Websites or the Content, including any of the features, tools and services on the Websites, for any reason other than for its intended purpose, including to communicate with Soft Surroundings, to upload onto the Websites or otherwise transmit to the Websites, any materials, content or images that either causes any harm to any person or that is illegal or otherwise unlawful, including without limitation any harassing, morally offensive, criminal, obscene, profane, defamatory, libelous or threatening content. However, you may download or electronically copy and print any of the Content displayed on our site for your personal, noncommercial use. If you download, copy or forward via email any part of the Content, no right, title or interest in those materials is transferred to you. You further agree not to change or delete any proprietary notices from materials downloaded from the website.


Soft Surroundings and its affiliates are the sole owners of the trademarks SOFT SURROUNDINGS, L, SCENTUAL SUEDES, SHELLSEEKER, MY TIME. MY PLACE. MY SELF, BRISE D'ÉTÉ NO. 7, SOFTESSENTIAL and any associated logos, among other marks. All trademarks and service marks used on the website not owned by Soft Surroundings are the property of their respective owners. Nothing contained on the Websites should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.

USE OF WEBSITES AND DOCUMENTS

Soft Surroundings hereby authorizes you to make a single copy of the content displayed on the Websites for your use in learning about, evaluating or acquiring Soft Surroundings services or products, provided (i) you mark such copy "© 2025 Soft Surroundings, Inc. All rights reserved."; (ii) the use of such copy is for informational and non-commercial or personal use and will not be copied or posted on any network computer or broadcast in any media; and (iii) no modifications to such copy are made. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, perform, display in public, alter, or modify the content contained on the Websites. Accredited educational institutions, such as K-12, universities and colleges, may download and reproduce the content displayed on the Websites for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The Websites may contain email services, bulletin board services, forums, communities, and/or other message or communication facilities designed to enable you to communicate with others (collectively "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper. By way of example, and not as a limitation, you agree that when using the Communication Services or the Websites, you will not (i) use them in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages; (ii) defame, abuse, harass, threaten or otherwise violate the legal rights of others; (iii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, pornographic, racist, lewd, lascivious, excessively violent, harassing, unlawful, or otherwise objectionable topic, name, material or information; (iv) upload, or otherwise make available, files that contain material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consent to do the same; (v) advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages; (vi) restrict or inhibit any other user from using and enjoying the Communication Services or the Websites; (vii) harvest or otherwise collect information about others, including email addresses; or (viii) violate any applicable laws or regulations. Soft Surroundings has no obligation to monitor the Websites or Communication Services. However, Soft Surroundings reserves the right to review materials posted to the Websites and the Communication Services and to remove and/or edit any materials in its sole discretion. Soft Surroundings reserves the right to terminate your access to the Websites and the Communication Services at any time, without notice, for any reason whatsoever. Soft Surroundings reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Soft Surroundings sole discretion.


Product Display

Soft Surroundings has made every effort to display accurately the products featured on the Websites. However, the colors we use and the capabilities of your computer monitor will affect the colors you see on your screen. Soft Surroundings cannot guarantee that your monitor's display of any color, texture or merchandise details will be accurate. Please remember, however, that if for any reason you are not satisfied with your purchase, please return the item for an exchange or refund.


Product Availability

In order to keep our website current, we frequently change the merchandise offered. This means that we cannot guarantee that an item displayed on a previous visit to this or another Soft Surroundings website will still be available when you visit again. Please understand that some of our featured items are available only in limited quantities. When an item is no longer in stock, we will take reasonable steps to remove that item from the Websites or otherwise to indicate that the item is no longer available. If you cannot find an item you previously saw on SoftSurroundings.com or for any other help with our merchandise, please call us at 1-800-530-0647.


Information Accuracy

Soft Surroundings makes reasonable attempts to provide the most recent, accurate and reliable information on our website. However, there may be occasions when information featured on the Websites may contain incomplete data, typographical errors, inaccuracies or omissions as to merchandise size, price, color or other matters, or an item that is no longer in stock. Soft Surroundings does not warrant or accept any responsibility or liability for the accuracy, completeness or currency of the information accessible via the Websites. Soft Surroundings reserves the right to correct errors and to update information on our website at any time. Of course, we will make reasonable efforts to provide you with current prices at the time you place your order. In the event that a product is mistakenly listed at an incorrect price, Soft Surroundings reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. If your credit card has already been charged for the purchase and your order is cancelled, Soft Surroundings shall issue a credit to your credit card account in the amount of the incorrect price.


Compliance with Laws

You represent, warrant and covenant that in accessing and using the Websites you shall comply with all applicable laws, rules, regulations and by-laws of the United States or the country in which you reside, including, without limitation, those relating to the Internet, data, e-mail, privacy and the transmission or exporting of data from the United States or the country in which you reside. Furthermore, you represent, warrant and covenant that you are not located, a resident of or domiciled in any country or jurisdiction that Soft Surroundings is prohibited from communicating with or exporting to and you agree that you shall not access the Websites from such country or jurisdiction.


Product Pricing

The prices displayed on the Websites are quoted in U.S. currency. Prices are subject to change at any time.


Comments, Feedback, Postcards and Other Submissions

All comments, feedback, suggestions, ideas and other submissions disclosed, submitted or offered in connection with your use of the Websites (collectively, the "Comments") shall be and remain the exclusive property of Soft Surroundings. Such disclosure, submission or offer of any Comments shall constitute an absolute assignment and license to Soft Surroundings of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. In addition, you agree to waive all moral rights in any Comments in favor of Soft Surroundings. Thus, Soft Surroundings will own exclusively all right, title and interest in and to the Comments and shall not be limited in any way in its use, commercial or otherwise, of any Comments. We may, at our option and in our sole discretion, use, post, distribute, critique, quote from, characterize and/or refer to your Comments or any portion thereof in whole or in part. We are not in any way obligated to use, post or respond to any Comments submitted by you in connection with your use of the Websites. We may remove Comments in whole or in part at our option and in our sole discretion. Soft Surroundings is and shall be under no obligation to maintain any Comments in confidence, to pay the user any compensation for any Comments or to respond to any user Comments. You are and shall remain solely responsible for the content of any Comments you offer or submit. Harassment in any manner or form on the Websites, including via e-mail, chat or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Soft Surroundings or other licensed employee, host or representative, as well as other members or visitors on the Websites is prohibited. You may not upload to, distribute or otherwise publish through the Websites any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the Websites or use the Websites to solicit others to join or become members of any other commercial online service or other organization. Use of the Websites for any illegal or unauthorized purpose is strictly prohibited. Soft Surroundings does not and cannot review all communications and materials posted to or created by users accessing the Websites and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Websites, Soft Surroundings is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Websites. However, Soft Surroundings reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory or obscene, (b) fraudulent, deceptive or misleading, (c) in violation of a copyright, trademark or other intellectual property right of another or (d) offensive, inappropriate or otherwise unacceptable to Soft Surroundings in its sole discretion. Soft Surroundings may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. You understand and agree that Soft Surroundings cannot be responsible for the content posted on the Websites and that your use of the Websites is at your own risk. Soft Surroundings is under no circumstances liable in any way for any content posted on the Websites or for any damages of any kind incurred as the result of the use of any content posted or otherwise made available on the Websites.


Account Security

The Websites allows you to register or obtain a password so that you may use certain services available on this site. You are responsible for maintaining the confidentiality of your registration information and password, and for all uses of your password, whether or not authorized by you. For further information regarding Soft Surroundings protection of your personal information, please see our privacy and security policy.


Disclaimer of Warranties and Limitation of Liability

Soft Surroundings does not warrant that the Websites will operate uninterrupted or error-free, that defects will be corrected or that this site or its server will be free of viruses or other harmful elements. As a user of the Websites, your access is undertaken at your own risk. Soft Surroundings shall not be liable for damages of any kind related to your use of or inability to use the Websites, even if Soft Surroundings knew or should have known of the potential for such damages. If your use of the Websites or the site's material results in any costs or expenses, including, without limitation, the need for services or replacing equipment or data, Soft Surroundings shall not be responsible for those costs or expenses. THE WEBSITES AND ITS CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND. SOFT SURROUNDINGS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. ALTHOUGH SOFT SURROUNDINGS STRIVES TO PROVIDE THOROUGH AND ACCURATE CONTENT ON THIS SITE, WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, TEST, GRAPHICS AND LINKS. SOFT SURROUNDINGS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SOME STATES, INCLUDING THE STATE OF NEW JERSEY, THERE ARE LIMITS ON THE ENFORCEABILITY OF DAMAGES, WARRANTY, OR LIABILITY LIMITATIONS IN CONNECTION WITH CONSUMER PURCHASES OF GOODS OR SERVICES. IN THOSE STATES, THESE PROVISIONS SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.


Indemnification

You agree to defend, indemnify and hold Soft Surroundings, its officers, directors, employees, agents, licensors and suppliers harmless from and against any and all losses, claims, damages, costs, liabilities and expenses, including attorneys' fees, arising from or related to your use of the site, your breach or alleged breach of these Terms & Conditions, your unauthorized use of the Content or your violation of any rights of any other person. In some states, including the State of New Jersey, there are limitations on the enforceability of indemnification agreements in connection with consumer purchases of goods or services. In those states, this provision shall be enforceable to the fullest extent permitted by law.


Links

The Websites may contain links to websites owned by third parties. These links, if any, are provided solely as a convenience to you and are not an endorsement by Soft Surroundings of the contents on those other sites. Soft Surroundings is not responsible for the content of any linked sites and makes no representations regarding the content or accuracy of materials on such sites. Soft Surroundings has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Soft Surroundings. If you decide to visit any third-party sites using links from the Websites, you do so at your own risk.


Termination

This agreement is effective unless and until terminated by either party. Soft Surroundings may terminate this agreement at any time and may do so immediately and without notice if in Soft Surroundings sole and absolute discretion you fail to comply with any term or provision of these Terms & Conditions. Upon any termination of this agreement by either you or Soft Surroundings, Soft Surroundings may deny you access to the Websites and you must promptly destroy all materials downloaded or otherwise obtained from the Websites, as well as copies of such materials, whether made under the terms of these Terms & Conditions or otherwise. The Site Contents Ownership, Comments, Feedback, Postcards and Other Submissions, Disclaimer of Warranties and Limitation of Liability, Indemnification, Termination and Applicable Law sections shall in all events survive any termination of these terms and conditions.


Applicable Law

Your access to the Websites, as well as these Terms & Conditions and the agreement they create, and the legal relations between you and Soft Surroundings will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of law provisions. You irrevocably and unconditionally consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any litigation or dispute arising out of or relating to your access to the Websites and the agreement created thereby. Any cause of action or claim you may have with respect to the Websites must be commenced within one (1) year after the claim or cause of action arises or be barred forever. Soft Surroundings failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. These terms and conditions constitute the entire agreement between you and Soft Surroundings with regard to your use of the Websites. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Soft Surroundings may assign its rights and duties under this Agreement to any party at any time without notice to you.


ARBITRATION AGREEMENT

On occasion, a third party may be necessary to help resolve Disputes that may arise between you and Soft Surroundings International, LLC. This section of the Terms & Conditions (the “Dispute Resolution Agreement”) limits you and Soft Surroundings to resolving Disputes between them by individual arbitration (or small claims court, if the Dispute qualifies), unless the Dispute is expressly excluded from the arbitration requirement. This Dispute Resolution Agreement shall survive any termination, expiration, or nullification of any or all the Terms & Conditions.

FOR ALL DISPUTES REQUIRED TO BE ARBITRATED UNDER THIS DISPUTE RESOLUTION AGREEMENT, YOU AND SOFT SURROUNDINGS INTERNATIONAL, LLC WAIVE ALL RIGHTS TO A JURY TRIAL, TO PARTICIPATE IN ANY CLASS ACTION OR COMPARABLE COLLECTIVE PROCEEDING, AND TO HAVE THOSE DISPUTES DECIDED IN COURTS OTHER THAN SMALL CLAIMS COURT.

“Dispute” and “Disputes” shall be interpreted in the broadest possible sense to include, without limitation, any and all complaints, claims, and controversies of every kind, including, but not limited to, statutory, regulatory, constitutional, contractual, common law (including torts of any kind), and tax-related (including erroneous sales tax collection) causes of action, and encompassing fully all those involving allegations of negligence, fraud, misrepresentation, and the alleged breach of any duty whatsoever.

A. GENERAL ARBITRATION PROVISIONS

The following general provisions apply to all Disputes which are subject to the requirement to arbitrate (“Arbitrable Disputes”). These provisions are intended to be read harmoniously with the rules governing individual and mass arbitration set forth below. To the extent that there is any conflict between these general provisions and those specific rules, the specific rules will control.

  1. Persons and Entities Covered. The obligation to arbitrate extends to all agents, attorneys, contractors, subcontractors, employees, service providers, and others acting on behalf of you or Soft Surroundings, or anyone on whose behalf you use the Sites and Apps or obtain Services. It also extends to Disputes in which claims of any kind are threatened or asserted against any corporations and other business entities related in any way to Soft Surroundings (including, but not limited to, parents, subsidiaries, and sibling corporations) and which arise out of your use of the Sites and Apps and the Services.
  2. Governing Law. Notwithstanding any other provision of the Terms & Conditions, all arbitrations are governed exclusively by the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., and not any state or local laws, and you and we agree that it should be interpreted in a manner that protects and preserves the obligation to arbitrate in strict accordance with this Dispute Resolution Agreement.
  3. Opt-Out Rights. You have the right to opt out of the arbitration requirement by sending a written notice expressly stating “I opt out of the dispute resolution agreement” or similar words by email to customerservice@softsurroundings.com, or in writing via certified mail, return receipt requested to Soft Surroundings International, LLC, c/o Customer Service, West Park II, 12647 Olive Blvd., Suite 300, Creve Coeur, MO. 63141, within thirty (30) days after you first agree to the Terms & Conditions. Opting out has no effect on any other dispute resolution agreements that you may currently have or may enter in the future with us, nor does it eliminate or change any other rights or requirements of the Terms & Conditions. Nor does opting out prevent you from later agreeing to a dispute resolution agreement with us.
  4. Mandatory Informal Settlement Process. For Arbitrable Disputes only, you and we must participate in an informal settlement process (the “Informal Settlement Process”) as follows before any arbitration can be commenced:
    • The party initiating any Dispute (“Claimant”) must send a signed, written statement (“Claim Statement”) to the other party (“Respondent”). The Claim Statement must include the Claimant’s name, mailing address, email address, and a concise description of the Dispute, including any monetary demand. Claim Statements submitted by you must be sent by email to customerservice@softsurroundings.com, or in writing via certified mail, return receipt requested to Soft Surroundings International, LLC, c/o Customer Service, West Park II, 12647 Olive Blvd., Suite 300, Creve Coeur, MO. 63141.
    • If the Claimant is represented by an attorney, the Claimant’s attorney must also sign the Claim Statement under oath or penalty of perjury, in accordance with 28 U.S.C. § 1746 or similar state laws, certifying compliance with all obligations to conduct a reasonable investigation into the factual and legal basis of any claim and to represent that any claim asserted has a legal and factual basis under the standard that applies to representations to the court under Rule 11(b) of the Federal Rules of Civil Procedure (or any successor provision in the event of an amendment to that rule) (a “Rule 11 Certification”).
    • Once a properly completed Claim Statement and any applicable Rule 11 Certification is received, the Claimant and Respondent shall for a period of sixty (60) days seek to resolve the Dispute amicably. Any applicable statutes of limitations for the Dispute will be stayed during this period.
    • Failure to complete in good faith the Informal Settlement Process as to any Arbitrable Disputes is a material breach of this agreement. No arbitration may be filed nor any arbitrator appointed or arbitration fees imposed on the Respondent until this process has been completed. If an arbitration is commenced in violation of this requirement, the Claimant shall pay all fees or costs of arbitration imposed on Respondent.
  5. No Class Actions. Except as expressly permitted under the Mass Arbitration Rules (set forth below), you and we agree that all Arbitrable Disputes must be resolved individually and not via a class or consolidated proceeding of any kind, even if the requirement to arbitrate is found unenforceable for any reason. However, nothing restricts the settlement of Disputes by mutual agreement, including through court-approved class action settlements.
  6. Changes. If we change the arbitration requirements of this Dispute Resolution Agreement after you last accepted the Terms & Conditions, you can reject those changes by sending written notice within thirty (30) days of the effective date of such changes to customerservice@softsurroundings.com, or in writing via certified mail, return receipt requested to Soft Surroundings International, LLC, c/o Customer Service, West Park II, 12647 Olive Blvd., Suite 300, Creve Coeur, MO. 63141. The notice must include your full name, email address, and mailing address, and state specifically that you reject the Dispute Resolution Agreement changes. By rejecting these changes, you agree to arbitrate any dispute based on the arbitration requirements that were in effect when you last agreed to the Terms & Conditions. The rejection of these changes shall have no effect on any other provisions of the Terms & Conditions. Nor does rejecting Dispute Resolution Agreement changes preclude you from later agreeing to those changes.
  7. Improperly Commenced Arbitration. If either you or we believe the other party has started or intends to start any arbitration in violation of this Dispute Resolution Agreement, you and we have the right to seek a court order to stop that arbitration, and any arbitrations related to or giving rise to such a court action shall be stayed and no arbitration fees or costs imposed until the court action (including appeals) is concluded fully and finally. Upon a finding that a Dispute was threatened, filed, or maintained in knowing violation of this Dispute Resolution Agreement or to exert undue pressure, or is frivolous, a court may award the costs and fees of arbitration and any associated litigation, including reasonable attorneys’ and expert fees, to the other party.
  8. Survival and Severability. This Dispute Resolution Agreement shall survive and remain in effect even after your relationship with Soft Surroundings has ended. If any part of the Dispute Resolution Agreement is found to be unenforceable, the remaining provisions will remain in force and apply fully.
  9. Delegation. Disputes concerning whether you and we have entered a valid and binding agreement to arbitrate shall be decided exclusively by a court of competent jurisdiction, not by an arbitrator. All arbitrations where such issues are raised by either party shall be stayed until a court action (including all appeals) is fully and finally concluded. All other issues in Arbitrable Disputes shall be resolved by an arbitrator.
  10. Offer of Settlement. In any Arbitrable Dispute between you and Soft Surroundings, the Respondent may choose to make a written settlement offer at any time after the receipt of a Claim Statement. The offer amount and its terms will not be revealed to any arbitrator until after a final award (which includes any dispositive decision). If the value of that award is less than the value of the settlement offer, or if the award favors the Respondent, the Claimant shall pay the Respondent’s arbitration fees, legal and expert fees, and costs which were incurred or imposed after the offer to the fullest extent allowed by law.
  11. AAA Arbitrations. If the American Arbitration Association (the “AAA”) is for any reason whatsoever unavailable, unable, or unwilling to handle an arbitration assigned to it under this Dispute Resolution Agreement (including as a result of any aspect of this Dispute Resolution Agreement which does not meet with the AAA’s approval), or if the AAA for any other reason whatsoever declines to handle an Arbitrable Dispute assigned to it, the parties shall use their best efforts to find and agree upon a substitute arbitration organization guided by the following criteria: costs and obligations reasonably proportionate to the amount in controversy; meaningful opportunities to streamline the individual arbitration process and otherwise reduce costs and expenses to both sides; and resources sufficient to resolve Disputes promptly. Should the parties fail to agree on a substitute for the AAA, the parties shall ask a court of competent jurisdiction to appoint a substitute arbitration organization to conduct the individual arbitration in conformity with all applicable requirements of this Dispute Resolution Agreement including the arbitrator selection criteria set out in this paragraph.

B. ARBITRATION RULES

The arbitration process will vary depending on whether an Arbitrable Dispute is pursued individually by a Claimant (an “Individual Arbitration”) or as part of a larger group of associated claims (a “Mass Arbitration,” defined below).

  1. Individual Arbitration. All Individual Arbitrations shall be before a single arbitrator of the AAA. Arbitrations handled by the AAA and involving consumer disputes as defined by the AAA will be governed by this Dispute Resolution Agreement and the AAA Consumer Arbitration Rules and the AAA Consumer Due Process Protocol (the “Consumer Rules”) (https://www.adr.org/consumer) in effect on the date when the Dispute arose (each a “Consumer Arbitration”). Where the Consumer Rules do not apply, the arbitration shall be governed by these Individual Arbitration Rules and the AAA Commercial Arbitration Rules (each a “Commercial Arbitration”) together with the AAA Optional Appellate Rules: (https://www.adr.org/commercial). If there is a conflict or inconsistency between this Dispute Resolution Agreement and any applicable AAA rules and protocol, the terms of this Dispute Resolution Agreement shall control. In any Commercial Arbitration, the prevailing party shall recover reasonable attorneys’ fees, expert witness fees, and costs, including costs and fees incurred in collection. In any Consumer Arbitration, the prevailing party shall be able to recover attorneys’ fees where and as expressly allowed by applicable law.
    • For consumer arbitrations where Disputes (including counterclaims) are under $25,000 USD each, the case will be decided without appearances, based only on submitted documents (including sworn statements) under R-36 of the Consumer Rules. However, the arbitrator may permit reciprocal, reasonable discovery (strictly limited in nature and proportionate in scope and cost to the Dispute and which does not impose undue cost or hardship on either of the parties), and may also allow for a hearing if the arbitrator, in their discretion, deems it necessary, which shall be by phone or video conference, unless, in the arbitrator’s sole discretion, fairness requires an in-person hearing and the cost of an in-person hearing is proportionate to the Dispute amount.
    • An arbitration before the AAA can be requested by mail or online through the AAA’s website (https://www.adr.org/Support). A copy of the arbitration demand shall be emailed to customerservice@softsurroundings.com, or in writing via certified mail, return receipt requested to Soft Surroundings International, LLC, c/o Customer Service, West Park II, 12647 Olive Blvd., Suite 300, Creve Coeur, MO. 63141. Upon request by either you or us, any attorney representing a party demanding arbitration shall provide to the Respondent and the AAA a Rule 11 Certification.
  2. Mass Arbitration. If 20 or more Claimants (each a “Mass Arbitration Claimant”) or their lawyers or representatives file or disclose to us an intention to file demands for arbitration raising substantially similar Arbitrable Disputes, and counsel or representatives for the claimants are the same or coordinated across these Disputes (a “Mass Arbitration”), these special Mass Arbitrations Rules alone shall apply instead of the Individual Arbitration Rules set forth above or any mass arbitration rules published by the AAA or any other arbitration organization. In the event of any conflict, inconsistency, or difference between these Mass Arbitration Rules and the Individual Arbitration Rules, above, the Mass Arbitration Rules shall control.
    • Enhanced Informal Settlement Process. Each Mass Arbitration Claimant must comply with the Informal Settlement Process set forth above as enhanced here to reflect the seriousness, scope, and impact of a Mass Arbitration and offer you and us additional tools to increase the odds of reaching an amicable settlement (the “Enhanced Settlement Process”). Full compliance with the Enhanced Settlement Process is a mandatory condition precedent to Mass Arbitration Claimants arbitrating or litigating their Disputes. To prevent the Disputes asserted by the Mass Arbitration Claimants from expiring, all statutes of limitation will be stayed for all Mass Arbitration Claimants during the Enhanced Settlement Process and until its mandatory mediation component (described below) is completed.
      • To initiate the Enhanced Settlement Process, the Mass Claimants shall individually or collectively submit to us a Claim Statement fully compliant with the requirements of the Informal Settlement Process described in Paragraph A(4), above, including the Rule 11 Certification requirement. Lawyers representing the Mass Arbitration Claimants shall provide a certification, under oath, they have authority to arbitrate, mediate, and settle the Disputes raised by each of the Mass Arbitration Claimants. You and we shall then engage in a good faith effort to settle the underlying Disputes for a period of sixty (60) days.
      • If any Disputes remain upon the completion of the foregoing settlement discussions, the Mass Arbitration Claimants and we will then each select not more than two (2) non-settling Mass Arbitration Claimants for up to four (4) initial arbitrations (the “Initial Arbitrations”) intended to inform and benefit a mediated settlement discussion described below. Each Initial Arbitration will be decided under the Individual Arbitration Rules, above, with each assigned to a different arbitrator. The Initial Arbitrations must be conducted, and final, reasoned decisions issued, within one hundred twenty (120) days of their commencement.
      • Promptly upon the issuance of reasoned decisions in all of the Initial Arbitrations, the parties’ counsel shall participate in good faith mediation for a period of sixty (60) days seeking in good faith to resolve all remaining Disputes of the Mass Arbitration Claimants (the “Mandatory Mediation”) with JAMS (https://www.jamsadr.com/). Except for the Initial Arbitrations, no arbitrations will be commenced by the Mass Arbitration Claimants until after the completion of both the Initial Arbitrations and the mandatory mediation that follows.
    • Arbitration of Unresolved Disputes. Any Mass Arbitration Claimants whose Disputes remains unresolved at the conclusion of the mandatory Enhanced Settlement Process (the “Unresolved Disputes”) shall pursue their Disputes in small claims court (if eligible) or as individual arbitrations with FairClaims, Inc. (“FairClaims”) (https://www.fairclaims.com). Reasoned decisions from the Initial Arbitrations can be presented in small claims court and arbitration for their persuasive value but shall not be binding. Discovery obtained in the Initial Arbitrations may also be used in connection with such proceedings. If FairClaims is unavailable or unable to hear the Unresolved Disputes, the parties shall use their best efforts to find and agree upon a substitute arbitration organization to provide individual arbitration of the Unresolved Disputes, guided by the following criteria: costs and obligations reasonably proportionate to the amount in controversy; meaningful opportunities to streamline the individual arbitration process and otherwise reduce costs and expenses to both sides; and resources sufficient to resolve Disputes promptly.
    • Challenges to the Mass Arbitration Rules. Any challenge to these Mass Arbitration Rules, or any component of them, shall be resolved exclusively by a court of competent jurisdiction, not by any arbitrator. During such court proceedings, any pending arbitrations shall be fully stayed, no arbitration fees and costs imposed or paid, and no further arbitrations filed until such court action (including all appeals) is fully and finally concluded. Any ruling that the Mass Arbitration Rules or any aspect of them are invalid or unenforceable shall not affect the validity or enforceability of any other parts of the Terms, including the Dispute Resolution Agreement. You and we agree that the Enhanced Settlement Process shall be mandatory for all Mass Arbitration Claimants and us as a condition precedent to arbitrating or adjudicating the disputes of the Mass Arbitration Claimants even if a court finds Paragraph 2(b) (Arbitration of Unresolved Disputes) to be void or unenforceable, in whole or in part, for any reason.
    • Mandatory Nature of the Mass Arbitration Rules. If Paragraph 2(b) (Arbitration of Unresolved Disputes) is determined to be void or unenforceable for any reason in a court action that is fully and finally concluded, or if the parties are unable in good faith to select a substitute arbitration organization for FairClaims as provided for under Paragraph 2(b), above, any Unresolved Disputes shall be heard and resolved in the state and federal courts of the State of Florida and not through arbitration. If any court action permitted under this provision is pursued as a class action, the class shall be limited to the Mass Arbitration Claimants.

GOVERNING LAW AND VENUE

  • A. Except as expressly provided in the Arbitration Agreement, you agree that the Terms shall be interpreted, enforced, and governed solely by the laws of the State of Delaware (ignoring its conflicts of law principles), except to the extent preempted by federal law.

  • B. Except as expressly provided in the Arbitration Agreement, to the extent that any Dispute, or any aspect of a Dispute, between you and Soft Surroundings must be addressed by a court other than small claims court despite the Arbitration Agreement set forth above, you agree that it shall be resolved in state or federal courts located in Delaware.
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