Terms of Service

This Section governs any dispute, claim, or controversy arising under or relating to this Agreement, the Service, or any related communications or interactions between you and Company (each, a “Dispute”). This Section applies regardless of whether the Dispute sounds in contract, tort, statute, or any other legal theory. As used in this Section, “Claimant” means the party asserting a Dispute, and “Respondent” means the party against whom a Dispute is asserted.

Before initiating any formal dispute resolution process under this Section, Claimant shall send Respondent a detailed written notice of the Dispute by email to contactus@blueorange.digital with delivery confirmation. The notice shall include all of the following:

1. Claimant’s full legal name and current postal address;
2. all email addresses Claimant has used in connection with the Service;
3. the specific date or dates on which Claimant accessed the Service that form the basis of the Dispute;
4. the specific URL or URLs accessed;
5. the approximate timestamps of the access;
6. the device type, operating system, and browser used;
7. the IP address or addresses used to access the Service, if known to Claimant;
8. a factual basis for Claimant’s standing to bring the Dispute;
9. a specific description of the conduct alleged and the harm alleged;
10. the legal theory or theories on which the Dispute is based;
11. the nature of Claimant’s fee arrangement with counsel, if any, including whether the representation is on a contingency, fee-sharing, referral, or hourly basis, the rate or percentage applicable, and the identity of any third party providing funding or financing in connection with the Dispute; and
12. a list of all claims, demands, formal complaints, or arbitration proceedings filed by Claimant within the 24 months preceding the notice that assert substantively similar legal theories or arise from substantively similar conduct, including the names of respondents and the disposition of each.

A notice that omits any of the foregoing is procedurally deficient. The dispute resolution timelines under this Section shall not commence until a compliant notice is received. The disclosures required by subparts (k) and (l) are intended to enable good-faith assessment of the Dispute and to enable any arbitrator to screen for fraud, abuse, or improper purpose.

Within 60 days of Respondent’s receipt of a compliant notice under Section 8.2, the parties shall engage in informal resolution discussions. Such discussions shall include not fewer than two principal-level meetings, each attended by a principal of Claimant and a principal of Respondent. The parties shall coordinate scheduling in good faith, with Respondent making available a reasonable slate of dates within the 60-day period and Claimant selecting available dates from that slate. Meetings may be conducted by video conference. Claimant may be accompanied by counsel or an authorized representative. Failure of Claimant to participate in good faith in the required meetings is a material procedural defect, and no arbitration may be commenced unless and until the requirement is satisfied or expressly waived in writing by Respondent.

Any Dispute that is not resolved through the process described in Sections 8.2 and 8.3 shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Consumer Arbitration Rules. Filings with any other arbitration provider shall be deemed procedurally deficient and shall not commence the arbitration. The arbitration shall be conducted by a single arbitrator. Venue for any in-person component of the arbitration shall be selected by Respondent, provided that the venue is reasonably convenient to Claimant; video proceedings shall be permitted at the election of either party.

Each party shall bear its own attorneys’ fees and costs except as otherwise provided in this Agreement or required by applicable law. The allocation of arbitration fees shall comply with the consumer-protection floors imposed by the arbitration provider’s consumer rules.

Each party may bring claims against the other only in such party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding. If any portion of this class-action waiver is found to be unenforceable as to a particular Dispute, that Dispute shall proceed in a court of competent jurisdiction (subject to all other terms of this Agreement, including without limitation Section 8.9), and the arbitration agreement set forth in Sections 8.4 through 8.5 and 8.7 through 8.8 shall be null and void as to that Dispute. The class-action waiver in this Section 8.6 is non-severable from the arbitration agreement; severance of the class-action waiver from the arbitration agreement is not permitted.

Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction in the chosen jurisdiction identified in Section 8.9 for: (a) injunctive or other equitable relief to prevent or stop infringement, misappropriation, or unauthorized use of intellectual property; (b) collection of undisputed amounts due; or (c) any other claim that, as a matter of law, may not be subject to pre-dispute arbitration. The pendency of any such court action shall not affect the parties’ obligations under Sections 8.2 through 8.6 with respect to any other Dispute.

The obligations of Sections 8.2 through 8.7 survive termination of this Agreement.

This Agreement and any Dispute shall be governed by the substantive laws of the State of New York, without regard to that State’s conflict-of-laws principles. Any Dispute that is not subject to arbitration under this Section, or that escapes the arbitration agreement for any reason, shall be brought exclusively in the state or federal courts located in or nearest to New York, New York. Each party consents to the personal jurisdiction and venue of such courts for any such Dispute and waives any objection based on inconvenient forum or lack of personal jurisdiction.

If any provision of this Section 8 is held unenforceable, the unenforceable provision shall be severed and the remaining provisions shall remain in full force and effect, provided that the class-action waiver in Section 8.6 is non-severable from the arbitration agreement as set forth in that Section. Where any provision is held unenforceable in part, the provision shall be enforced to the maximum extent permitted by applicable law.