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

TERMS & CONDITIONS

Effective Date: 7/22/2026

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, including Coldwater International, LLC, 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.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. 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.

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, which is incorporated by reference into these Terms.

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.

USE OF WEBSITES AND DOCUMENTS

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, are 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.

Soft Surroundings and its affiliates are the sole owners of the trademarks SOFT SURROUNDINGS, MY TIME. MY PLACE. MY SELF, 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 on the Websites grants any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.

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 and settings of your screen will affect the colors you see. Soft Surroundings cannot guarantee that your screen'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, you may return the item for an exchange or refund.

Use of AI for Creative Purposes

Some imagery, photography, or visual elements presented on our websites or in our marketing communications may be created or modified using automated or artificial-intelligence supported tools. These technologies may assist with tasks such as image enhancement, background generation, formatting, or visual consistency.

We use these tools as part of our creative process, with human review and oversight, and to support efficient, consistent presentation of our products across channels. All product information, descriptions and representations are intended to accurately reflect the items offered for sale.

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 the Websites or for any other help with our merchandise, please call us at 1-800-240-7076.

Information Accuracy

Soft Surroundings makes reasonable efforts to provide the most recent, accurate and reliable information on the Websites. 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 will issue a credit to your credit card account in the amount of the incorrect price.

Pricing Policy

Soft Surroundings sells products you won’t find at other retailers. This policy explains how we price items on sale or discounted.

All prices are in U.S. dollars.

A “Was” price is a prior offering price, which means that product was previously offered on our website at that price, although we may not have sold significant units at those prices.

A “You Save” price and percentage savings offered are discounts from “Was” prices and are valid on selected styles of products unless otherwise indicated. Our “Was” prices and “You Save” prices are based on several factors that include seasonality, cost, profit margin, expected demand, inventory levels, purchasing activity, sales performance, competition, and promotional activity. Both the “Was” prices and “You Save” prices are our prices on our own products.

Prices and availability of products and services are subject to change without notice. Errors will be corrected where discovered, and Soft Surroundings reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether the order has been confirmed and your credit card charged.

SALE ITEMS are items ending in the price of .99 ONLY.

FINAL SALE ITEMS are items with a price ending .97 or .98 ONLY. Any items marked FINAL SALE are NOT eligible for exchange or return.

Currently, our website is not real-time. Current stock information is updated once per day.

If you need to know whether an item is currently in stock, please e-mail us or call 1-800-240-7076 (toll free) and we will be happy to tell you this information.

Returns & Exchanges

We want you to be 100% satisfied with your purchase. Our products are designed with care to meet our quality standards and your quality expectations. If for any reason you are not happy with your purchase, Soft Surroundings will accept returns and exchanges within 60 days of purchase with a valid receipt. Delivery fees are non-refundable. Information on initiating a return is available at our Returns & Exchanges page.

Please contact Customer Care at 1-800-240-7076 to initiate an exchange.

Price Adjustments

We will gladly adjust the price of an item if it is reduced within 7 days of your original purchase. A one-time price adjustment may be made on sale- or full-price merchandise. To request a price adjustment, email us at customerservice@softsurroundings.com or call 1-800-240-7076

Final Sales

Items marked as 'Final Sale' are not eligible for return or exchange. Please note that final sale items and shipping fees are non-refundable.

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, respond to, quote from, characterize refer to, or remove your Comments or any part of them in our sole discretion. Soft Surroundings reserves the right to block or remove communications or materials that it determines to be (a) abusive or defamatory of any individual, or obscene, (b) fraudulent, deceptive or misleading, (c) in violation of another's intellectual property or (d) offensive or inappropriate to Soft Surroundings in its sole discretion. Soft Surroundings reserves the right to disable or terminate the accounts of users who violate these Terms. You understand and agree that Soft Surroundings cannot be responsible or liable for the content posted on the Websites by third parties.

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, 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.

Electronic Communications

The communications between you and us use electronic means, whether through the Websites or by email. You consent to receive communications from us in an electronic form; and agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be made in writing.

Mobile Communications

To sign up for, unsubscribe from, or learn more about our text messaging program, please visit our Mobile Terms & Conditions.

Mobile Devices

If you access the Websites using a mobile device, you are responsible for any service fees associated with such access, including all applicable data fees, and for complying with all terms of use imposed by the carrier.

Age Restrictions

This website may be accessed and used only by individuals who can form legally binding contracts under applicable laws, who are at least 18 years of age (or the age of majority in their state or territory of residence if higher than 18). This website is not intended for use by children under the age of 13. We do not knowingly collect or solicit any personal information from children under the age of 13. Should we learn that someone under the age of 13 has provided any personal information to or on this website, we will remove that information as soon as possible.

Website Accessibility

Soft Surroundings is committed to creating accessible online experiences for everyone, including people with disabilities. To accomplish this, we’ve chosen to work with a trusted third-party solution provider, Level Access. This partnership ensures we can hold ourselves to the highest standards for accessibility, developing and maintaining digital experiences that are functional, usable, and enjoyable for all. Details are available in our Accessibility Policy.

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. 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 or otherwise. The Site Contents Ownership, Comments, Feedback, Postcards and Other Submissions, Disclaimer of Warranties and Limitation of Liability, Indemnification, Termination, Applicable Law, and Dispute Resolution 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 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 (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.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. 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, 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. Except for matters relating to the enforcement and operation of the parties agreement to arbitrate, disputes between you and us shall be resolved under the laws of the State of Florida (but not including its conflicts of law principles).
  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 privacy@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 privacy@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 privacy@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 privacy@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 Florida (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 Fort Lauderdale/FL.

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