Last Revised: February 21, 2025
PLEASE READ THIS ENTIRE DISPUTE RESOLUTION POLICY (THE "AGREEMENT") CAREFULLY, AS IT INCLUDES A CLASS ACTION WAIVER AND JURY TRIAL WAIVER AND REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS IN CERTAIN JURISDICTIONS.
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PARTIES
This is an agreement between you and Guitar Center Stores, Inc. (including any of its subsidiaries or corporate affiliates, collectively, “Guitar Center,” “we,” or “us”). Any person accessing or using the website and any associated webpages (collectively, the “Website”) is referred to as “you”.
We ask that you review and abide by this Agreement, our Purchase Terms, our Privacy Policy, and any other terms and conditions that may appear on the Website from time to time. By using this website of Guitar Center, you accept and agree to be bound and abide by this Agreement, our Purchase Terms, our Privacy Policy, and any other terms and conditions that may appear on the Website.
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DISPUTE RESOLUTION
THE PROCEDURES AND OTHER TERMS SET FORTH IN THIS AGREEMENT APPLY TO ANY AND ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND GUITAR CENTER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES, REGARDLESS OF WHEN SUCH CLAIM AROSE (EACH, A “CLAIM”), INCLUDING BUT NOT LIMITED TO:
- CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE, TO THE USE OR ACCESS THEREOF, TO OUR ADVERTISING, TO THE PRODUCTS, SERVICES, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED, ADVERTISED, MARKETED AND/OR SOLD BY GUITAR CENTER AND/OR TO GUITAR CENTER’S PURCHASE TERMS AND/OR THIS AGREEMENT;
- CLAIMS THAT AROSE BEFORE THIS OR ANY PRIOR AGREEMENT;
- CLAIMS THAT WOULD OTHERWISE BE SUBJECT TO PRE-EXISTING CLASS ACTION LITIGATION FOR WHICH YOU MAY BE A PUTATIVE CLASS MEMBER; AND
- CLAIMS THAT MAY ARISE AFTER THE TERMINATION OF THIS AGREEMENT.
The provisions of this Agreement apply to you and Guitar Center and its affiliates and related entities. This entire Agreement shall survive termination of this Agreement or the parties’ relationship or the end of your use of the Website. This Agreement incorporates by reference the Purchase Terms, Privacy Policy, and any capitalized terms in those agreements shall have the same meaning here.
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MANDATORY INFORMAL PRE-SUIT RESOLUTION
Guitar Center values our customers and seeks to resolve disputes informally where possible. Before filing any lawsuit relating to a Claim, you agree to first send a detailed notice (“Notice”) to Guitar Center by email at AllLegal@GuitarCenter.com within the applicable statute of limitations. Your Notice must contain all of the following information: (1) your full name; (2) your address; (3) your telephone numbers; (4) your email address; (5) information sufficient for Guitar Center to identify any transaction and/or product at issue (e.g., your order number, order confirmation communication, SKU number, etc.); and (6) a detailed description of your Claim, the nature and basis of your Claim(s), and the nature and basis of the relief you are seeking with a calculation for it. You must personally sign this Notice.
Likewise, Guitar Center agrees that if we have a dispute with you, we will first send a detailed Notice to your e-mail address on file with us. Guitar Center’s Notice will likewise set forth (1) information sufficient for you to identify any transaction at issue; and (2) a detailed description of our dispute, the nature and basis of our claim(s), and the nature and basis of the relief we are seeking with a calculation for it.
You and Guitar Center agree to negotiate in good faith, for a period of at least 60 days from the date of the Notice, in an effort to swiftly resolve it to your satisfaction without the need for a formal proceeding. Should Guitar Center request a telephone conference with you in an effort to resolve your claim as part of this informal process, you agree to personally participate (with your counsel if you are represented). Compliance with and completion of this Mandatory Informal Pre-suit Resolution process is a condition precedent to filing any lawsuit or serving an arbitration demand. You and Guitar Center agree that any action commenced in court or arbitration without first exhausting the Mandatory Informal Pre-Suit Resolution process shall be defective and subject to dismissal at the cost of the party found to have prematurely commenced the action. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this process. A court shall have the authority to enjoin the filing of any lawsuit concerning a Claim without first providing a Notice or other participating in good faith in this Mandatory Informal Pre-Suit Resolution process.
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CLASS ACTION WAIVER; JURY TRIAL WAIVER; WHERE PERMISSIBLE, CLAIMS SHALL BE BROUGHT IN COURT ON AN INDIVIDUAL BASIS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND GUITAR CENTER AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS; CLASS ACTIONS AND ANY OTHER CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN ANY SUCH ACTION. You agree that you will not be a member of any putative or actual class in a class action brought by anyone else, nor will you seek to become a class representative. Class actions, private attorney general actions, and other consolidated actions are not allowed. Claims regarding the enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.
Together, the terms in the preceding paragraph shall be called and operate as the “Class Action Waiver.”
WHERE PERMISSIBLE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Claims must be brought in court, and only on an individual basis in accordance with the Class Action Waiver. To the extent permissible under applicable law, any such cases shall be decided by a judge and not a jury; the Parties mutually waive their right to have their Claim decided by a jury.
Solely in the context of arbitration, and as specified in section (5) below, if any court or arbitrator determines that this Class Action Waiver is void, unenforceable, or that an arbitration can proceed on a class basis for any other reason, then the Arbitration Clause set forth in this Agreement shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Claims.
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ARBITRATION CLAUSE
In jurisdictions where applicable law prohibits the Class Action Waiver from applying to Claims brought in Court, the CLAIM SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT.
The Federal Arbitration Act and federal arbitration law apply to this Arbitration Clause. By agreeing to arbitration, you and Guitar Center are not limiting in any way either of our statutory or common law rights or potential remedies to which either of us would be entitled to if our Claim were instead being heard in a court.
ANY ARBITRATION WILL BE ADMINISTERED BY NATIONAL ARBITRATION AND MEDIATION (“NAM”) AND GOVERNED BY NAM’S APPLICABLE RULES (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Mass Filing Supplemental Dispute Resolution Rules and Procedures, as applicable) ("NAM Rules"), as modified by this Agreement. You may obtain a demand form to initiate arbitration as set forth in the NAM Rules available online at www.NAMADR.com, by emailing NAM at commercial@namadr.com, or by requesting them in writing at the Notice address; this demand form, along with a certification under penalty of perjury of compliance with the Mandatory Informal Pre-Suit Resolution process, must both be personally signed by the party initiating arbitration (and their counsel, if represented) and a copy must also be sent to Guitar Center. You and Guitar Center agree that any counsel representing a party in arbitration must comply with the requirements of Federal Rule of Civil Procedure 11(b), and that the arbitrator may impose any sanctions against all appropriate represented parties and counsel if he or she determines a Claim is frivolous.
The arbitration shall occur through the submission of documents to one arbitrator. If the arbitrator determines that a hearing is necessary, the hearing shall be conducted remotely by telephone or video conference. If the arbitrator determines that an in-person hearing is necessary, the hearing will take place in the United States county where you live or work or such other location agreed upon by both parties. You and Guitar Center will select an arbitrator or hearing officer(s) after commencement of the action in accordance with NAM’s rules and procedures.
If you and Guitar Center cannot submit a joint pre-hearing and hearing schedule, each party will submit their own schedule to NAM. You and Guitar Center will submit a joint pre-hearing and hearing schedule to the hearing officer(s) within the earlier date of (a) 7 days prior to the hearing or (b) 14 days following the arbitrator’s appointment. If only one schedule is submitted, that schedule will be delivered to the arbitrator for his or her consideration. The arbitrator may adopt the schedule submitted by one party in the absence of a competing or joint schedule.
Payment of all filing, administration and arbitrator fees will be governed by the NAM rules and applicable fee sheet, as determined by NAM. All issues relating in any way to arbitration—including the applicability, scope, and enforceability of the arbitration provisions of this Agreement—are for the arbitrator to decide. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers. At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision on all procedural and substantive issues is binding only between you and Guitar Center and will not have any preclusive effect in another arbitration or proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
You and Guitar Center shall each be limited to a maximum of one (1) fact witness deposition per side, unless we agree otherwise or the arbitrator determines that more depositions are warranted based on the totality of circumstances (including the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests, and whether any or all of the Claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery). Document requests shall be limited to documents that are directly relevant to the matter(s) in dispute or to its outcome; shall be reasonably restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; shall not include broad phraseology such as "all documents directly or indirectly related to"; and shall not be encumbered with extensive "definitions" or "instructions." The arbitrator may edit or limit the number of document requests based on the totality of circumstances, including the factors listed above.
In any arbitration, the defending party may make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. Settlement offers may not be disclosed to the arbitrator until after the arbitrator issues an award on the Claim. If the award is issued in the defending party's favor, or in the other party's favor but is less than the defending party's settlement offer, then the other party must pay the defending party's costs incurred after the offer was made, including any attorney's fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs to which the party bringing the Claim may be entitled for the cause of action under which it is suing.
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SPECIAL PROCEDURES FOR MASS FILINGS
To the extent an arbitration falls within NAM’s definition of a mass filing, you and Guitar Center agree to the procedures set forth below and in NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules," available at https://www.namadr.com/resources/rules-fees-forms). Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled beginning when the Mandatory Informal Pre-Suit Resolution process is initiated, until the Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.
Counsel for each side shall select 25 Claims (50 Claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless you and Guitar Center agree otherwise in writing. No administrative fees will be assessed in connection with any remaining Claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, you and Guitar Center shall promptly engage in a global mediation session of all remaining Claims with a retired federal or state court judge, unless the parties agree otherwise.
If the remaining Claims are not resolved at this time, counsel for the parties shall each select an additional 25 Claims per side (50 Claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. This process shall continue, consistent with this staged process set forth above in this subsection, by administering and moving forward a maximum of 50 individual arbitration proceedings at a time until the parties are able to resolve all of the Claims, either through settlement or arbitration.
NOTWITHSTANDING THE PROVISIONS HEREIN, IN MASS FILINGS CONSISTING OF MORE THAN 500 CLAIMS TOTAL, EITHER PARTY MAY OPT OUT OF ARBITRATION AND ELECT TO HAVE THE CLAIMS HEARD IN COURT.
A court of competent jurisdiction shall have the authority to enforce this entire Agreement and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the allocation of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim shall proceed in a court of competent jurisdiction consistent with the remainder of this Agreement.
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EXCEPTIONS
Notwithstanding the Parties’ agreement to resolve all Claims through arbitration (i) either you or Guitar Center may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction; and (ii) either you or Guitar Center may bring suit in court to enjoin infringement or other misuse of intellectual property rights or confidential information. The route to small claims court shall only be the result of a direct filing by you or Guitar Center. As set forth above, a Claim commenced in arbitration may not be secondarily directed to small claims court per otherwise applicable rules. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of the claiming party to submit any claim seeking relief other than injunctive relief to arbitration.
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TIME LIMITS
To the fullest extent permitted by applicable law, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY CLAIM MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, THAT CAUSE OF ACTION IS PERMANENTLY BARRED. For purposes of this provision, a Claim is considered commenced at the time the Notice (defined above) is sent. To the extent a Claim is filed in court or arbitration without first providing such Notice (which would be contrary to these terms, as set forth above), the Claim is deemed commenced at the time of such filing.
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OPT-OUT
Within thirty (30) days of agreeing to this Agreement, you may opt out of the present version of the Arbitration Clause by sending your personally signed, written notice to the following address: 5795 Lindero Canyon Road, Westlake Village, CA 91362, Attn: General Counsel. Such written notice does not constitute an optout of any previous versions of the Arbitration Clause, or the Class Action Waiver that you may have agreed to, which would continue to govern your claims.
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SEVERABILITY
If any provision of this Agreement shall be deemed unlawful, invalid, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement. Severing any such provision from this Agreement shall not affect the validity and enforceability of any remaining provisions. However, if the Class Action Waiver is found unenforceable, then none of the Arbitration Clause shall apply; in no event shall this Agreement be read to permit or provide for class arbitrations.