(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or your relationship with Coffee Meets Bagel, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding (the “Arbitration Agreement”). You and Coffee Meets Bagel agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement, and that you and Coffee Meets Bagel are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Arbitration Agreement.

(b) Exceptions and Opt-out. As limited exceptions to Section 19(a) above: (i) you or Coffee Meets Bagel may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court for the alleged unlawful use, infringement, or misappropriation of our intellectual property rights, including copyrights, trademarks, trade names, logos, trade secrets, or patents. 

In addition, you will retain the right to opt out of arbitration entirely if you provide us with written notice of your desire to do so by reaching out to the Coffee Meets Bagel Customer Experience team using the “I have a data, legal or privacy request” support form located at https://coffeemeetsbagel.zendesk.com/hc/en-us/requests/new, where you must provide your email address or phone number associated with your Coffee Meets Bagel account and an unequivocal statement that you decline this Arbitration Agreement. Your notice must be sent within thirty (30) days following the date you first agree to this Arbitration Agreement or within thirty (30) days of creating a Coffee Meets Bagel account.  Your opt-out notice must be individualized, submitted by you, and must include the phone number or email address associated with your individual Coffee Meets Bagel account.  An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties.  No individual may effectuate an opt out on behalf of other individuals. 

(c) Pre-Demand Notice. You and Coffee Meets Bagel agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises (“Pre-Demand Notice”).  The Pre-Demand Notice to Coffee Meets Bagel shall be sent to: Coffee Meets Bagel, Attn: Legal, 2108 North Street, Suite N, Sacrament, California, 95816.  A Pre-Demand Notice is only valid when it (i) pertains to, is on behalf of, and is signed by a single individual, and (ii) includes the name of the claiming party, your or Coffee Meets Bagel’s mailing address, the email address or phone number associated with your Coffee Meets Bagel account, and a detailed description of the dispute and relief sought. A Pre-Demand Notice brought on behalf of multiple individuals is invalid as to all. 

You and Coffee Meets Bagel further agree: to attempt informal resolution prior to any demand for arbitration, including to meet and confer, via teleconference or videoconference, in a good faith effort to informally resolve any claim or dispute, with counsel present, if either party is represented; that participation in an informal dispute resolution conference is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with the informal dispute resolution procedures; that arbitration may only be filed if the dispute is not resolved informally within sixty (60) calendar days of when either you or Coffee Meets Bagel submits a Pre-Demand Notice; and that the state or federal courts of California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration.  Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court.

(d) Conducting Arbitration and Arbitration Rules. If you and Coffee Meets Bagel are unable to resolve the Dispute within 60 days, either party may proceed to file a claim for arbitration.  The arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of ADR Services, Inc., available at https://www.adrservices.com/services-2/arbitration-rules/.  If ADR Services is not available to arbitrate, the parties shall use National Arbitration and Mediation (“NAM”) as an arbitration provider, under its most current Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms, or under its most current Supplemental Rules for Mass Arbitrations, as applicable, available at https://www.namadr.com/content/uploads/2023/08/Mass-Filing-Supplemental-Rules-updated-as-of-8.24.23.pdf.  If NAM is not available, the parties will select an alternative arbitration provider. 

To begin the arbitration process, you or Coffee Meets Bagel must submit notice by certified mail of the claim with an individualized arbitration demand.  To be valid, the demand must contain the name and signature of the claiming party (you or Coffee Meets Bagel), your or Coffee Meets Bagel’s mailing address, the email address or phone number associated with your Coffee Meets Bagel account (if applicable), and a detailed description of the dispute and the relief sought. Notice to Coffee Meets Bagel must be submitted to our registered agent: ATTN: Legal, 2108 North Street, Suite N, Sacrament, California, 95816.  

(e) Class Action Waiver. Whether the dispute is heard in arbitration or in court, you and Coffee Meets Bagel will not commence, except as specified below, against the other a class action, class arbitration, or other representative action or proceeding.  YOU AND COFFEE MEETS BAGEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Notwithstanding anything to the contrary in this Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Coffee Meets Bagel agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued in the state or federal courts of competent jurisdiction as specified herein.  The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.  This subsection does not prevent you or Coffee Meets Bagel from participating in a class-wide settlement of claims.  This section shall not preclude the use of bellwether arbitrations or global mediation as described in below, nor does it preclude the application of the arbitration provider’s fee schedules for mass arbitrations, as applicable. 

(f) Bellwether Arbitrations.  To increase the efficiency of administration and resolution of arbitrations, you and Coffee Meets Bagel agree that if there are thirty (30) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties shall select ten (10) individual arbitration demands (five (5) per side) for arbitration to proceed (“Bellwether Arbitrations”).  Only those ten (10) arbitration demands shall be filed with the arbitration provider, and the parties shall hold in abeyance, and not file, the non-Bellwether Arbitrations.  The statutes of limitation shall remain tolled when non-Bellwether arbitration demands are held in abeyance.  While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration shall be due from either party to the arbitration provider.  If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance.

All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (i) whether the Bellwether Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in accordance with this Agreement.  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. 

The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference.  The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of individuals who are not selected for a Bellwether Arbitration.

(g) Global Mediation.  Following resolution of the Bellwether Arbitrations, the parties agree to engage in a global mediation of all remaining arbitration demands comprising the Mass Filing (“Global Mediation”).  The Global Mediation shall be administered by the arbitration provider administering the Bellwether Arbitrations.  If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within thirty (30) calendar days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be filed and administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules, unless the parties mutually agree otherwise in writing.  Any party may request that the arbitration provider appoint an Administrative Arbitrator to determine threshold questions regarding the newly filed demands.

The parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration process, including the payment of filing and administrative costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent Global Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings.  This Bellwether Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.  The statutes of limitation applicable to each arbitration demand within a Mass Filing shall remain tolled from the time a party makes a Pre-Arbitration Demand to the time when that party files the arbitration demand with the arbitration provider.

(h) Settlement Offers and Offers of Judgment.  At least ten (10) calendar days before the date set for the arbitration hearing, you or Coffee Meets Bagel may serve a written offer of judgment upon the other party to allow judgment on specified terms.  If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall enter judgment accordingly.  If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given as evidence in the arbitration.  If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer (which, solely for purposes of offers of judgment, may include reasonable attorneys’ fees to the extent they are recoverable by statute, in an amount not to exceed the damages awarded).

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms.  For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual settlement offer(s) or offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

(i) Effect of Changes on Arbitration. Notwithstanding the provisions of Section 4 “Changes to Agreement or Services” above, if Coffee Meets Bagel changes any of the terms of this Section 19 “Dispute Resolution” after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice, or by reaching out to the Coffee Meets Bagel Customer Experience team using the “I have a data, legal or privacy request” support form located at https://coffeemeetsbagel.zendesk.com/hc/en-us/requests/new within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Coffee Meets Bagel’s email to you notifying you of such change.  In submitting the form, you must provide the phone number or email address associated with your individual Coffee Meets Bagel account and an unequivocal statement that you opt out of the changes to this Arbitration Agreement.  An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties.  No individual may effectuate an opt out on behalf of other individuals.  By rejecting any change to this Arbitration Agreement, you are agreeing that you will arbitrate any Dispute between you and Coffee Meets Bagel in accordance with the terms of this Section 19 “Dispute Resolution” as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

(j) Severability. With the exception of any of the provisions in Section 19(e) of this Agreement (“Class Action Waiver”), if any part of this Agreement is found to be invalid or unenforceable, then that provision will be severed; however, the other parts of this Agreement will still apply and shall be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.  If a court decides that any of the provisions in the Arbitration Agreement above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court.  All other disputes subject to arbitration under the terms of the Arbitration Agreement shall be arbitrated under its terms.

(k) DEPENDING ON THE NATURE OF YOUR CLAIM AND APPLICABLE LAW, THE ARBITRATION PROVISION AND JOINT-ACTION WAIVER DESCRIBED HERE MAY NOT APPLY TO YOU.