PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
14.1 Application
For U.S. Customers Only:
Please be aware that this Section 14 contains provisions governing how to resolve disputes between you and Mealz (the "Arbitration Agreement"). Among other things, this Section 14 includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us will be resolved by binding and final arbitration. This Section 14 also contains a class action and jury trial waiver. Please read this Section 14 carefully.
Unless you opt out of the agreement to arbitrate within thirty (30) days: (i) you will only be permitted to pursue disputes or claims and seek relief against us through binding, final arbitration, with limited exceptions, and you waive your right to participate in a class action lawsuit or other representative proceeding or class-wide arbitration; and (ii) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.
If you live in the U.S., subject to the terms of this Arbitration Agreement, you and Mealz agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Platform, any communications you receive from Mealz, any products sold or distributed through the Platform, or these Terms and prior versions of these Terms (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (x) you and Mealz may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (y) you or Mealz may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that were not noticed or that involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
14.2 Informal Dispute Resolution
There might be instances when a Dispute arises between you and Mealz. If that occurs, Mealz is committed to working with you to reach a prompt, low-cost and mutually beneficial resolution. You and Mealz agree to participate in good faith informal efforts to resolve disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). You and Mealz agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). Such Notice to Mealz should be sent by email to legal@mealzconcepts.com or regular mail to our offices located at Mealz Concepts, Inc. Attn: Legal Department, 4700 Millenia Blvd, Suite 400, Orlando, FL 32839. The Notice must include: (i) your name, telephone number, mailing address, and e-mail address associated with your account (if you have one); (ii) the name, telephone number, mailing address and e-mail address of your counsel (if represented by counsel), if any; and (iii) a description of the Dispute. Mealz will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.
The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Informal Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree. Multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
14.3 Waiver of Jury Trial
YOU AND MEALZ HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Mealz are instead electing that all disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection in this Section 14. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.4 Waiver of Class and Other Non-Individualized Relief
EITHER PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND
NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE
ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR
ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF
IS AVAILABLE. 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. Nothing in this paragraph is intended to, nor shall affect the
terms and conditions under the subsection 14.9 entitled "Mass Arbitration."
Notwithstanding anything to the contrary in this Arbitration Agreement, if a final
decision, not subject to any further appeal or recourse, determines that the
limitations of this subsection, "Waiver of Class and Other Non-Individualized
Relief," are invalid or unenforceable as to a particular claim or request for
relief (such as a request for public injunctive relief), you and Mealz agree that
the particular claim or request for relief (and only that particular claim or
request for relief) shall be severed from the arbitration and may be litigated in
the state or federal courts located in the State of Florida.
14.5 Arbitration Rules and Forum
This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to Section 14.2. If this notice is being sent to Mealz, it must be sent by email to the counsel who represented Mealz in the informal dispute resolution process, or if there was no such counsel, then by mail to Mealz Concepts, Inc. Attn: Legal Department 4700 Millenia Blvd, Suite 400, Orlando, FL 32839.
The arbitration will be conducted by American Arbitration Association ("AAA") under its Consumer Arbitration Rules and, if applicable, its Supplementary Rules for Mass Arbitrations, under its rules and pursuant to the terms of this Agreement. Once the notice certifying completion of the informal dispute resolution conference has been served, the party seeking to arbitrate must then file their arbitration demands with AAA. If the arbitration is filed with a different arbitration provider than the one required by this Agreement, that provider shall immediately dismiss the arbitration demand.
The demand must include (i) the name, telephone number, mailing address, and email
address of the party seeking arbitration; (ii) a statement of the legal claims
being asserted and the factual bases of those claims; (iii) a description of the
remedy sought and an accurate, good-faith calculation of the amount in
controversy, enumerated in United States Dollars (any request for injunctive
relief or attorneys' fees shall not count toward the calculation of the amount in
controversy unless such injunctive relief seeks the payment of money); and (D) the
signature of the party seeking arbitration. Disputes shall be subject to AAA's
most current version of its Arbitration Rules and Fees, available at https://www.adr.org/rules-forms-and-fees/commercial/ or by calling AAA at 800-778-7879. Mealz will pay the portion of the initial case
opening fees (if any) that exceeds the filing fee to file the case in a court of
competent jurisdiction embracing the location of the arbitration. Payment of all
filing, administration, and arbitration fees will be governed by AAA's rules. If
the arbitrator finds that you cannot afford to pay the filing, administrative,
hearing, and/or other fees and cannot obtain a waiver of fees from the applicable
arbitration provider, Mealz will pay them for you. Any finding that a claim or
counterclaim violates the standards set forth in Federal Rule of Civil Procedure
11 shall entitle the other party to recover their attorneys' fees, costs, and
expenses associated with defending against the claim or counterclaim. If a party
timely serves an offer of judgment under Federal Rule of Civil Procedure 68 or a
state or local equivalent, if applicable, and the judgment that the other party
finally obtains is not more favorable than the unaccepted offer, then the other
party shall pay the costs, including filing fees, incurred after the offer was
made.
To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. You may choose to have the arbitration conducted by video conference. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by applicable law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.
If a final arbitration award is subject to appellate review in accordance with AAA Appellate Rules, available at https://www.adr.org/rules-forms-and-fees/commercial/, either party may file a notice of appeal within thirty (30) days after the issuance of the final arbitration award. The appeal shall be administered by the AAA and heard by a panel of three (3) appellate arbitrators selected in accordance with the applicable AAA rules. The appellate panel shall review the underlying award for material and prejudicial errors of law and for clearly erroneous determinations of fact, as permitted under such rules.
The appellate panel shall have the authority to affirm, modify, or reverse the arbitration award, in whole or in part, and to remand the matter to the original arbitrator(s) with instructions, if appropriate. The decision of the appellate panel shall be final and binding upon the parties and shall replace, for all purposes, the underlying arbitration award.
Judgment upon the final appellate award may be entered in any court of competent jurisdiction. The parties expressly waive, to the fullest extent permitted by law, any right to appeal or seek review of the arbitration award in any court, except as necessary to enforce or confirm the final appellate award or as otherwise required under applicable law.
14.6 Arbitrator
The arbitrator will be selected by the parties from AAA's roster of consumer dispute
arbitrators and must be either a retired United States judge or licensed attorney in
the state in which the arbitration is being administered. If the parties are unable
to agree upon an arbitrator within thirty-five (35) days of delivery of the case
filing, then AAA will appoint the arbitrator in accordance with AAA rules, provided
that if the Mass Arbitration process under subsection 14.9 is triggered, AAA,
without soliciting input or feedback from any party, will appoint the arbitrator for
each group.
14.7 Authority of Arbitrator
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class and Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection entitled "Waiver of Class and Other Non-Individualized Relief" has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
14.8 Attorneys' Fees and Costs
The parties shall bear their own attorneys' fees and costs in arbitration unless the
arbitrator finds that either the substance of the Dispute or the relief sought in
the Request was frivolous or was brought for an improper purpose (as measured by the
standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent,
following a presentation on the merits, on its own motion or a party's, and after
affording a reasonable opportunity to respond, an arbitrator determines that a party
who commenced arbitration did not bring its claim(s) consistent with counsel's
certification and the standards set forth in Federal Rule of Civil Procedure 11(b),
the arbitrator shall, as part of its award, impose sanctions by ordering that the
initiating party reimburse the responding party for all arbitration costs and
arbitrators' fees the responding party incurred under the Fee Schedules.
14.9 Mass Arbitrations
To the fullest extent permitted by applicable law, and notwithstanding any other provision of this Agreement, the parties agree that, in order to promote the fair, efficient, and cost-effective resolution of disputes, the following procedures shall apply in the event that twenty-five (25) or more similar arbitration demands are filed against the same party or related parties by the same or coordinated counsel, or otherwise arise out of the same or substantially similar facts, transactions, or legal issues ("Mass Arbitration").
Any such Mass Arbitration shall be administered by the American Arbitration Association in accordance with its Mass Arbitration Supplementary Rules, as may be amended from time to time, which are found here: https://www.adr.org/rules-forms-and-fees/mass-arbitration/. The parties further agree that the arbitration provider shall have the authority to determine whether the Mass Arbitration procedures apply.
14.10 Opt Out
Mealz' updates to these Terms do not provide a new opportunity to opt out of the
Arbitration Agreement for Platform users who had previously agreed to a version of
Mealz' Terms and did not validly opt out of arbitration. Mealz will continue to
honor the valid opt outs of Platform users who validly opted out of the Arbitration
Agreement in a prior version of the Terms. If you are a Platform user who creates a
Mealz account for the first time on or after the effective date of these Terms, you
may opt out of this Arbitration Agreement. If you do so, neither you nor Mealz can
force the other to arbitrate as a result of this Agreement. To opt out, you must
notify Mealz in writing no later than 30 days after first becoming subject to this
Arbitration Agreement. Your notice must include your name and address, your Mealz
username (if any), the email address you currently use to access your Mealz account
(if you have one), and a clear statement that you want to opt out of this
Arbitration Agreement. You must send your opt-out notice to: legal@mealzconcepts.com. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
14.11 Survival, Complete Agreement, and Severability
This Arbitration Agreement will survive any termination of your relationship with Mealz. Notwithstanding any provision in the Agreement to the contrary, we agree that if Mealz makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Mealz. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.