The Sherwin-Williams Company Terms of Use

Updated as of February 13, 2023

Acceptance of Terms of Use

The Sherwin-Williams Company, together with its subsidiaries, affiliates, and brands (collectively, "Company"), operates websites, web pages, portals, social media pages, applications, and mobile applications (collectively, "Websites"). By using, visiting, or browsing any Websites, or by confirming your consent with us, you accept these Terms of Use and agree to the terms of our Privacy Policy. In certain circumstances, we may ask you to re-affirm your agreement to these Terms of Use, for example, before you use certain features of Websites or when you confirm your agreement to our using certain content you may post on social media. These Terms of Use apply to all web pages, websites, portals, applications, mobile applications, and social media pages that link to these Terms of Use, which also are included in "Websites" as used in these Terms of Use. Acceptance of these Terms of Use constitutes a legal agreement between you and Company.

PLEASE READ CAREFULLY -- In these Terms of Use you will waive or give up certain legal rights and agree to certain limitations of liability and exclusions of damages. These Terms of Use have a dispute resolution provision that requires arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. If you do not agree with these Terms of Use, do not use or interact with the Websites.

Changes to Terms of Use

Company may at any time revise these Terms of Use and/or our Privacy Policy. You are bound by any such revisions and should therefore periodically visit this page to determine the then current Terms of Use and Privacy Policy to which you are bound. Your use of the Websites after changes are made means you agree to be bound by the Terms of Use and Privacy Policy of the Websites you visit as such Terms of Use and Privacy Policy exist at that time.

Limitations of Use

You must be 18 years of age or older to access our Websites, provide or permit use of User Content (as defined below), or use our services. By accessing our Websites, you agree not to upload, post, e-mail, or otherwise send or transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Websites. You also agree not to interfere with the servers or networks connected to the Websites or to violate any of the procedures, policies, or regulations of networks connected to the Websites, the terms of which are incorporated herein. You also agree not to (i) impersonate any other person while using the Websites, (ii) conduct yourself in an inappropriate, offensive, indecent, or vulgar manner while using our services or Websites, (iii) use any robot, scraper, spider, or other automated means to access or gather content from the Websites, (iv) frame any web page (or portion thereof) of the Websites, (v) mirror the Websites or any portion thereof, (vi) publicly display any content from the Websites on or in connection with any other website or application, or (vii) use the Websites for any unlawful purpose. Company reserves the right to terminate your access to the Websites or any of its services for any reason or no reason whatsoever without prior notice to you, including, without limitation if you do not comply with the Terms of Use, provide false, inaccurate, or incomplete information during any registration process, or engage in any conduct that would otherwise harm any of Company's rights or interests in its Websites, services, or other property.

Links

Some of the hyperlinks on the Websites may lead to third-party websites. These websites are not controlled by, or affiliated with, Company. In addition, other websites may link to our Websites. Company is not responsible for the content or privacy policies of these third-party websites.

Intellectual Property

The elements of the Websites, including, but not limited to, text, graphics, logos, depictions, designs, photographs, images, digital downloads, data compilations, sound, video, and software ("Content") are protected by United States and international copyright, trademark, trade dress, and other intellectual property laws and are the property of Company, its licensors, contributors, or third parties. The compilation of the Content on the Websites is the exclusive property of Company.

Subject to these Terms of Use, Company grants to you a personal, revocable, non-exclusive, non-transferable license to use the Websites to view the Content, print the Content, and download the Content where permitted, all for personal and noncommercial use only, except with regard to the Sherwin-Williams Project Bids tool and any other tools Company provides on any of our Websites that are expressly intended to support users' commercial activities ("Professional Tools"). You may use Professional Tools and the associated Content for the purposes identified by the Professional Tools (such as for submitting bids to customers and tracking and recording bids), or as otherwise expressly stated in a License Agreement (defined below) that pertains to the Professional Tools, but for no other commercial purpose. Except as expressly stated in these Terms of Use, no Content may be copied, reproduced, modified, decompiled, disassembled, reverse engineered, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written consent of Company. Upon termination of the license granted to you in these Terms of Use, you must immediately destroy any downloaded and printed materials obtained from any Website. Any unauthorized use of any Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

The trademarks, service marks, and logos used and displayed on the Websites ("Trademarks") are registered or unregistered Trademarks of Company or third parties. Notwithstanding anything in these Terms of Use to the contrary, the name of Sherwin-Williams or any Trademark may not be used, including without limitation in any advertising or promotional materials, without the prior written consent of Trademark owner, and nothing on the Websites shall be construed as granting, by implication, estoppel, or otherwise any license or right to use any Trademark without the prior written consent of its owner. Company prohibits the use of any Company logo and Trademark as a link to any website unless establishment of such link is approved in advance by Company in writing.

Any Professional Tool that is made available on the Websites to use (either by access or download) is the copyrighted work of Company, its licensors, or its third-party partners, and may be further protected by patent, trademark, trade secret or other proprietary rights. Your use of the Professional Tools is governed by the terms of the end user license agreement, if any, that accompanies or is included with the Professional Tools ("License Agreement"), as well as by these Terms of Use. You may not install, access or use any Professional Tool that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Professional Tool that is not accompanied by a License Agreement, Company hereby grants, to the extent Company is authorized and legally able, to you, the user, a revocable, personal, nontransferable license to use the Professional Tool for viewing and otherwise using features of the Websites in accordance with these Terms of Use, and for no other purpose. Any third-party notices accompanying any Professional Tool are provided for informational purposes only. No other rights or licenses whether express or implied, including, without limitation, any implied patent licenses, are granted by Company. WITHOUT LIMITING ANYTHING IN THESE TERMS OF USE, COPYING OR REPRODUCTION OF THE PROFESSIONAL TOOLS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

Notification of Copyright Infringement

If you believe that a work you own and that is protected by copyright has been used or copied in a way that constitutes copyright infringement, please provide Company's Copyright Agent (identified below) a written or electronic notice ("Notice") containing the following information:
• your full legal name, as well as your address, telephone number, and email address;
• a physical or electronic signature of the person authorized to act on behalf of the owner of the copyrighted work(s) that is/are alleged to have been infringed;
• an identification of the copyrighted work(s) you claim is/are being infringed;
• an identification of the material you claim is infringing and its location; • a statement by you that you have a good faith belief that the disputed use of the copyrighted work(s) is/are not authorized by you, the copyright owner, its agent, or the law; and
• a statement by you that the above information in your Notice is accurate, and under the penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent:
Name: General Counsel
Address: The Sherwin-Williams Company
101 Prospect Ave
Cleveland, Ohio 44115-1075
Phone: (216) 566-2000
Fax: (216) 566-2947
email: copyright@sherwin.com

THE COPYRIGHT AGENT SHOULD BE CONTACTED ONLY FOR THE PURPOSE OF NOTIFYING THE COPYRIGHT AGENT OF ALLEGED COPYRIGHT INFRINGEMENT.

ANY REQUEST, INQUIRY OR COMMUNICATION THAT IS SENT TO THE COPYRIGHT AGENT FOR ANY OTHER PURPOSE WILL NOT RECEIVE A RESPONSE.

It is Company's policy to terminate, in appropriate circumstances and to the extent it is able to do so, the accounts of users of Websites who are repeat copyright infringers or who are the subject of repeated copyright infringement complaints.

User-Generated Content

Portions of the Websites, including without limitation applications and social media pages, may permit users to post information and content and contribute to and participate in portions of the Websites. Company may also request to use content publicly posted by you on social media platforms by contacting you via the platform on which such content appears. All information, content, photos, images, videos, contributions, and submissions that you either (a) provide in connection with the portions of the Websites that permit such public posting, contributions, or participation, or (b) permit Company to use in response to a communication referencing these Terms of Use are referred to as "User Content." By providing User Content, or agreeing to Company's use of any User Content, you represent that the User Content: (i) is not fraudulent, false, misleading, or deceptive, (ii) is not defamatory, libelous, obscene, pornographic, vulgar, or offensive, (iii) does not promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group, (iv) is not violent or threatening nor promotes violence or actions that are threatening to any other person or animal, (v) does not promote illegal or harmful activities or substances, and (vi) does not violate any other Company policy. If User Content involves rating or review of a product or service, you shall provide your honest opinion and belief based on actual knowledge and disclose if you have been compensated in any way or received any consideration for your rating or review. You further agree not to post an advertisement or solicitation of funds, goods, or services or any other form of spam, and to provide true, accurate, current, and complete information about yourself and in your User Content. If asked to submit an email address when providing your User Content, it must be a valid email address.

Company is not responsible for the accuracy, truthfulness, or reliability of any User Content and hereby disclaims any and all liability with respect to User Content or any reliance on User Content. You are responsible for your User Content.

You acknowledge and agree that User Content may be made available by Company for viewing, rating, reviewing, or commenting by the public. You acknowledge that comments or ratings that you disagree with or are unhappy about may be published or otherwise become associated with your User Content. By providing User Content, or agreeing to Company's use of any User Content, you waive any privacy expectations that you may have with respect to the User Content and agree that Company is not responsible or liable for any viewing, rating, reviewing, or commenting by the public with respect to your User Content.

By providing User Content, or agreeing to Company's use of User Content, you represent and warrant that the User Content complies with all applicable laws (including applicable privacy laws), rules, and regulations, and does not infringe, misappropriate, or violate any copyright, trademark, property rights, rights of privacy or publicity of any person, or any other right (including, without limitation, intellectual property and proprietary rights) of any third party, that you have the full and unrestricted right to license and provide the User Content to Company, free and clear of any claims or encumbrances, and that you have the rights from any and all third parties appearing in the User Content to use their names, images, or likenesses, and any other third party-owned elements in and as part of your User Content. You agree to hold Company and its officers, directors, employees, agents, successors, and assigns harmless from and against - and hereby waive any right to pursue - any claims of any nature arising in connection with any breach of the foregoing representation and warranty and/or Company's use of your User Content in any manner anywhere in the world.

Use of User Content

By submitting your User Content, or agreeing to Company's use of User Content, you grant to Company a non-exclusive, royalty-free, irrevocable, perpetual, sublicensable, transferable, worldwide license to use your User Content including, without limitation, the right to copy, distribute, publicize, publish, display, publicly perform, translate, edit, and create derivative works of your User Content, in any and all media whether known now or later developed, in any manner, in whole or in part, without any restriction or responsibilities to you, for any and all lawful purposes, including sharing with business partners, and advertising and promotional purposes, with or without your name, likeness, pseudonym, social media handle, or other identifier. Company may ask you to re-affirm your agreement to its use of particular User Contact by contacting you on the platform on which such User Content appears. You acknowledge and agree that Company has no obligation to post, display, or otherwise make publicly available your User Content. Any information submitted on the Websites is subject to the Company Privacy Policy, the terms of which are incorporated herein, and Company is not responsible for the confidentiality of User Content or any other information or content communicated to our Websites.

Monitoring and Management of User Content

Company shall have the right, but not the obligation, to monitor User Content to determine compliance with these Terms of Use and any other operating rules established by Company, as well as to determine compliance with applicable laws, including, but not limited to, intellectual property laws. Company may edit, refuse to post, block access to, or remove all or part of any User Content in its discretion for any reason or no reason, including without limitation if Company suspects that the User Content is untrue, inaccurate, infringing, or otherwise unlawful, or the email address or other information provided with the User Content is invalid, false, or misleading. Company may, in its discretion, suspend or terminate your account and refuse any and all current or future use of the Websites and hold you responsible for any claim or damages arising from your User Content. Company may disclose User Content to any regulatory or criminal authority or third party.

DISCLAIMER OF WARRANTY

THE WEBSITES AND ALL CONTENT (IN WHATEVER FORM OR MEDIA), MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN, AVAILABLE THROUGH, OR CONTAINED ON THE WEBSITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. YOUR USE OF THE WEBSITES IS AT YOUR OWN RISK. ACCESS TO THE WEBSITES MAY BE INTERRUPTED. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OR THE WEBSITES; ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT OR THE WEBSITES; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT OR THE WEBSITES; OR ANY CONDUCT BY USERS OF THE WEBSITES. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR OTHER VIOLATIONS OF RIGHTS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE REQUIRED BY LAW, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITES OR THE CONTENT, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITES BE LIABLE (JOINTLY OR SEVERALLY) FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA, LOSS OF USE, OR LOST PROFITS OF ANY KIND, ON ANY THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE WEBSITES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE WEBSITES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

Indemnity

You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents, from and against any claims, actions, or demands, including, but not limited to, reasonable legal and accounting fees, alleging or resulting from your use of the Websites or your breach of these Terms of Use. Company shall provide notice to you promptly of any such claim, suit, or proceeding and may, at Company's discretion, assist you, at your expense, in defending any such claim, suit, or proceeding.

Choice of Law

You agree that any issue or dispute arising out of or in connection with your use of our Websites, intellectual property, the Terms of Use, the Privacy Policy, or any matter concerning Company shall be governed by the laws of the United States and the State of Ohio, excluding its conflict of laws principles, except that the Dispute Resolution provision below shall be interpreted and enforced as set forth therein. By using the Websites, you agree to comply with all applicable laws and regulations, including export and re-export control laws and regulations of the United States. Company makes no representation that materials contained in the Websites are appropriate or available for use in other locations and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Websites from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU AND COMPANY TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND COMPANY CAN SEEK RELIEF FROM EACH OTHER.

a. Arbitration Agreement and Jury Waiver. You and Company mutually agree to resolve all Disputes (as defined below) in arbitration, as set forth in more detail below. Both you and Company are each giving up the right to have disputes resolved in court before a judge and/or jury (except as stated otherwise in this section), to the fullest extent of the law. The word "Disputes" means any past, existing, currently pending and/or future disputes, claims, suits, actions, causes of action, losses, liabilities, and/or demands of any kind in any way relating to, in connection with, or arising out of these Terms of Use, our Privacy Policy, and/or your use or interactions with the Websites, including but not limited to Company's collection, sharing, tracking, and use of consumer data or Website use, the cookie settings or cookie preferences page, Content, and User Content, other than claims in which either party seeks injunctive or other declaratory relief to prevent the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents, and individual actions brought in small claims court for disputes fully within the scope of such court's jurisdiction.

b. EXPRESS WAIVER OF RIGHT TO JURY TRIAL, CLASS ACTIONS, AND CLASS CLAIMS. AS TO ANY DISPUTE, BOTH COMPANY AND YOU KNOWINGLY AND VOLUNTARILY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RIGHT TO JURY OR BENCH TRIAL; THE RIGHT TO BRING, MAINTAIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR OTHERWISE; AND ANY NORMAL RIGHTS OF APPEAL FOLLOWING THE RENDERING OF THE ARBITRATOR'S AWARD, EXCEPT AS APPLICABLE LAW PROVIDES FOR JUDICIAL REVIEW OF ARBITRATION PROCEEDINGS. THE ARBITRATOR DOES NOT HAVE THE AUTHORITY TO CONSIDER, CERTIFY, OR HEAR ARBITRATION AS A CLASS ACTION, COLLECTIVE ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE ACTION. ANY DISPUTE RELATING TO THE SCOPE, APPLICABILITY, VALIDITY, OR ENFORCEABILITY OF THIS CLASS WAIVER PROVISION SHALL BE RESOLVED BY A COURT AND NOT THE ARBITRATOR OR ARBITRATION SERVICE PROVIDER.

c. Pre-Arbitration Notice and Informal Dispute Resolution. In the event that a Dispute arises between us, Company is committed to working with you to reach a reasonable resolution. Both you and Company agree that each party will notify the other in writing of any Dispute before initiating arbitration, so that we can try to resolve the Dispute informally and individually, negotiating in good faith. The notice of Dispute must be specific and individual to you and include your name, street address, telephone number, and email, as well as a brief description of the Dispute, the amount of money (if any) at issue, and the specific relief sought. The notice must be signed and include the handwritten signature of, as applicable, either you or a Company employee, depending on which party is providing notice. Notice sent by you to Company will be sent to the following email and street addresses:

The Sherwin-Williams Company
101 W Prospect Ave
Cleveland, OH 44115
Attn: Legal Department
Email: dispute@sherwin.com

Notice sent by Company to you will be sent to the email and street address that you provided to Company. You and Company then agree to negotiate in good faith about the Dispute through an informal telephonic dispute resolution conference. The conference will be individual to you; multiple people or entities initiating claims cannot participate in the same conference. If either party has counsel, that party's lawyer may participate, but the party also must appear and participate. If and only if we fail to reach an amicable settlement of the Dispute within 60 days after receipt of the written notice of Dispute, then either party may commence an arbitration proceeding with a written demand for arbitration. Compliance with this informal dispute resolution provision is a prerequisite and condition precedent for initiating arbitration. Should disagreement arise, any determination of whether you or Company complied with this provision will be decided by a court and not an arbitrator. Any limitations period and filing fee or other deadlines will be tolled from the date the Dispute is noticed to the other side until expiration of this 60-day period.

d. Arbitration Rules and Procedures. Arbitration will be administered by the American Arbitration Association (the "AAA") or, if the AAA is unavailable or unwilling to administer the arbitration for any reason, with another arbitration provider mutually agreed to by the parties. The AAA's Commercial Arbitration Rules and Mediation Procedures or, if you are an individual consumer purchasing for non-commercial purposes, the AAA's Consumer Arbitration Rules, in effect at the time the arbitration is commenced, shall govern such arbitrations unless they are inconsistent with these Terms of Use, in which case these Terms of Use control. (A current version of these rules is available here: https://www.adr.org/Rules or by calling 1-800-778-7879. These rules may be amended from time to time.). Any demand for arbitration filed with the AAA must be individual to you, contain information specific to your Dispute, and be signed and include the handwritten signature of, as applicable, either you or a Company employee, depending on which party demands arbitration, and the signature of the initiating party's attorney, if either you or Company is represented by counsel. Any attorney signing a demand certifies, to the best of the person's knowledge, information, and belief, formed after a reasonable inquiry, that: (i) the demand is not being presented for an improper purpose; (ii) the claims and legal contentions are warranted by existing law or a non-frivolous argument for changing the law; and (iii) the factual contentions have or will likely have evidentiary support. Any dispute regarding whether a demand complies with this provision, or whether the AAA Commercial or Consumer Arbitration Rules and fees apply, will be decided by a court and not the AAA or an arbitrator, and no filing or other arbitration fees or costs will be incurred by the other party until these conditions are satisfied and any disputes resolved.

Any arbitration hearing will be conducted in Cleveland, Ohio by a single arbitrator or as otherwise provided by the Consumer Arbitration Rules, if applicable. The award of the arbitrator will be final and binding on the parties, and judgment upon such award may be entered in any court of competent jurisdiction. The arbitrator will have the authority to award the same relief that would be available in court under the applicable law for the Dispute, but any relief awarded in arbitration, including any injunctive or declaratory relief, must be consistent with the limitation of liability provisions set out in these Terms of Use and must be in favor of and applicable to only the individual party seeking relief, with no preclusive effect in Disputes with other parties. The arbitrator may not award relief for or against any person or entity not a party to the proceeding. More information about the arbitration process is available at www.adr.org. If you are a consumer, you may opt-out of mandatory arbitration by sending us written notice, using the notice procedures provided herein, of the Website you used and a request to opt-out of arbitration for the applicable Website within fourteen (14) days of use.

e. Federal Arbitration Act. These Terms of Use affect interstate commerce, and the interpretation and enforceability of this Dispute Resolution provision will be substantively, procedurally, and exclusively governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the maximum extent permitted by applicable law, except as modified by these Terms of Use.

f. Confidentiality. Any arbitration will be confidential, and documents exchanged may not be used or shared outside of the arbitration process without the prior written consent of the parties or as required by law. Also, except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.

g. Arbitration Fees and Costs. The filing party must pay the filing and other fees and costs of arbitration as provided by the applicable AAA Rules, and in the case of a commercial arbitration, the filing party must pay all filing and other fees and costs of arbitration. The parties will share the arbitrator's compensation equally, unless you submit specific and individualized evidence that arbitration fees or costs are unduly burdensome for you as compared to the costs of litigation, the arbitrator determines that arbitration fees or costs would be unduly burdensome to you, and the AAA refuses to grant you a waiver of those fees or costs. Any arbitration fees or costs paid by a party are subject to fee- or cost-shifting to the other party, if the arbitrator determines that the matter is frivolous or brought for an improper purpose. Each party will pay its own deposition, witness, expert, and attorneys' fees and other expenses to the same extent as if the matter were being heard in court. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees and costs, or if there is a written agreement providing for attorneys' fees and costs to be awarded to the prevailing party, the arbitrator may award reasonable attorneys' fees and costs in accordance with the applicable statute or written agreement. The arbitrator will resolve any dispute as to the reasonableness of fees or costs awarded under this paragraph.

h. Multiple Individual Claims. Arbitration is intended to be an efficient and fair process for resolution of Disputes for both parties. It is, accordingly, a breach of this arbitration agreement and Terms of Use to bring or file an arbitration demand as part of a collection of multiple individual claims for the purpose of requiring the other party to incur excessive filing fees through the AAA or other arbitration provider. Should 50 or more similar arbitration demands presented by or with the assistance or coordination of the same law firms or organizations be submitted to AAA or another arbitration provider against Company within a 30-day period (or otherwise in close proximity), then the parties will discuss, negotiate, and work in good faith with the AAA or other provider to develop effective, reasonable, and cost-efficient procedures that minimize filing and other fees to the parties in the arbitration but maintain individualized arbitrations of the Disputes. The question of whether the parties have complied with this provision is reserved for the court and not the arbitrator or AAA.

i. Litigation of Small Claims and Intellectual Property Disputes. Each party retains the right (i) to elect to have any claims heard in small claims court on an individual (non-class, non-representative) basis for Disputes within the scope of such court's jurisdiction, up to thirty (30) days after the party is given notice of the filing of an arbitration demand, and (ii) to seek injunctive or other relief in any court of competent jurisdiction regarding any intellectual property dispute between the parties in which either party seeks injunctive or other equitable relief to prevent the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. You hereby irrevocably consent to jurisdiction and venue of the State, Federal, and other courts of the State of Ohio with respect to any such injunctive or other relief. The parties acknowledge that their respective rights in their intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

Assignment

You may not assign any rights or delegate any obligations under these Terms of Use without Company's prior written consent. Any assignment or delegation, or attempted assignment or delegation, in contravention of the foregoing shall be null and void. Company may assign or delegate any of its rights or obligations hereunder. If any provision of these Terms of Use is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

No Waiver

No waiver by Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition, and any failure by Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Severability

If any provision or portion of a provision in these Terms of Use, including those relating to Dispute Resolution, is declared invalid or unenforceable for any reason other than over-breadth, only the offending portion of the provision shall be severed, and the remainder of the Terms of Use will be deemed to be binding and enforceable and will be modified so as to maintain the essential benefits of the bargain and original intent between the parties hereto to the maximum extent possible, consistent with law and public policy.