Dispute Resolution Policy

Last Revised: July 24, 2018

1. Agreement

   Read this Dispute Resolution Policy ("Agreement") carefully. This Agreement explains how you and Musician’s Friend will resolve any Dispute (as defined below). This Agreement explains the only way such Disputes will be resolved. As explained further below, under this Agreement:

   • ALL DISPUTES WILL BE RESOLVED BY INDIVIDUAL, BINDING, NON-CLASS ARBITRATION

   • DISPUTES WILL NOT BE RESOLVED IN COURT

   • DISPUTES WILL NOT BE RESOLVED BY JUDGE OR JURY

   • THERE WILL BE NO CLASS ACTIONS OR CLASS ARBITRATIONS

   If you agree to our Purchase Terms or our Terms of Use or otherwise agree to this Agreement, you consent to all of these terms.

2. Parties

   This is an agreement between you and Musician’s Friend, Inc. ("Musician’s Friend," "we," "our," and "us").

   The Agreement also benefits Musician’s Friend’s agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party providing products or services to you in connection with or related to your purchase of a product or service from Musician’s Friend. These are called "Related Parties".

3. Disputes

   The Agreement applies to any dispute between you and Musician’s Friend and/or Related Parties. A Dispute is a disagreement that could be the subject of a civil lawsuit or administrative complaint.

   Disputes include, for example, claims that you, Musician’s Friend, or Related Parties:

   • Violated a federal or state law;

   • Breached a contract;

   • Were reckless or negligent, and caused harm;

   • Committed some intentional harm (a tort); or

   • As a matter of equity, owe something not yet paid.

   These are just examples. Disputes also include:

   • demands for money;

   • demands that a party takes some action, or refrains from taking action (injunctive relief); and

   • demands for a court or administrative body to say who is right and who is wrong (declaratory relief)

4. Negotiation

   You and Musician’s Friend agree to first attempt to negotiate the resolution of any Dispute informally for at least thirty (30) days before either party initiates any arbitration or court proceeding.

   Negotiations will begin upon receipt of written notice by the party raising the Dispute. Musician’s Friend will send its notice using available information – for example, if available, it will mail a copy to you at your billing address and will e-mail a copy to you at the e-mail address you have provided to us.

   You will send your notice to:

   Musician’s Friend
   5795 Lindero Canyon Road
   Westlake Village, CA 91362
   Attn: General Counsel

5. Binding Arbitration

   If a Dispute cannot be resolved through negotiations within thirty (30) days, either you or Musician’s Friend may elect to have the Dispute resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other.

   • In arbitration, a private organization ("the Arbitrator") decides the Dispute. This is not a judge, and there is no jury.

   • The Arbitrator follows the procedural rules that the parties agreed to beforehand, as well as the Arbitrator’s own rules.

   • The Arbitrator’s decision is binding and cannot be appealed, except in limited circumstances like fraud or collusion.

6. Scope of Arbitration

   The Arbitrator will determine the scope and enforceability of this Agreement, including whether a Dispute is subject to arbitration. The Arbitrator has authority to decide all issues of what can and cannot be arbitrated.

   Where any action includes claims that are arbitrable and claims that are not, the entire action shall be stayed, absent a showing of prejudice to the complaining party, pending the completion of the arbitration of the arbitrable issues. You or Musician’s Friend can request the stay be lifted upon a showing of prejudice.

7. Selection of Arbitrator

   Any arbitration under this Agreement will be conducted by JAMS:

   https://www.jamsadr.com/about-jams/

   If for any reason JAMS is unable to conduct the arbitration, either you or Musician’s Friend may seek resolution of the Dispute through arbitration by another national arbitration company.

8. Selection of Rules

   Any arbitration under this Agreement will be conducted pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, available at:

   https://www.jamsadr.com/rules-streamlined-arbitration/

   If for any reason JAMS is not available or no longer maintains these rules, the Arbitrator will apply the closest equivalent set of rules.

9. Conduct of Arbitration

   The arbitration may be conducted in person, through the submission of documents, by phone, or online. The Arbitrator will decide the fairest way to proceed.

   The parties understand that the right to discovery may be more limited in arbitration than in court. However, each side will be permitted discovery sufficient to allow that side a fair opportunity to present or defend their claims.

   The Arbitrator will make a decision in writing. If you or Musician’s Friend asks for it, the Arbitrator will provide a statement of the reasons on which the decision was based. The arbitrator must follow the applicable law.

   The decision of the Arbitrator shall be final and binding on you and Musician’s Friend, and any award of the Arbitrator may be entered in any court of competent jurisdiction.

10. Costs and Discovery

    In some instances, the costs of arbitration could exceed the costs of litigation. You and Musician’s Friend agree that you shall each bear your own costs of arbitration, including, without limitation, attorneys’ fees.

11. Class and Collective Action Waiver

    You and Musician’s Friend agree that any arbitration or court proceeding shall be limited to the Dispute between Musician’s Friend and you individually. YOU ACKNOWLEDGE AND AGREE THAT:

    a)  A CLAIM BY, OR ON BEHALF OF, OTHER PERSONS, WILL NOT BE CONSIDERED IN, JOINED WITH, OR CONSOLIDATED WITH, THE ARBITRATION PROCEEDINGS OR ANY COURT PROCEEDINGS BETWEEN YOU AND MUSICIAN’S FRIEND;

    b)  THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED, ADJUDICATED, OR RESOLVED THROUGH COURT PROCEEDINGS ON A CLASS-ACTION BASIS OR TO USE CLASS ACTION PROCEDURES; AND

    c)  YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR AS A MEMBER OF ANY CLASS OF CLAIMANTS FOR ANY DISPUTE SUBJECT TO ARBITRATION OR ANY DISPUTE BROUGHT IN COURT.

    Any Dispute regarding the prohibitions in the prior sections will be resolved by the Arbitrator in accordance with this Agreement.

    If, for any reason, this class or collective action waiver is deemed unenforceable by a court or arbitrator, you agree that the parties’ contract to Arbitrate is then void, and any ongoing or future Dispute will be submitted to a court of competent jurisdiction within Los Angeles County, State of California, United States of America, to the exclusion of arbitration. Any Dispute at that time in arbitration will be dismissed without prejudice and refiled in a court. Under no circumstances do you or Musician’s Friend agree to class or collective procedures in arbitration or court proceedings or the joinder of claims in arbitration or court proceedings.

12. Jurisdiction

    There is a federal law that applies here, the Federal Arbitration Act, 9 U.S. Code § 1, et seq. The Federal Arbitration Act will apply to any Disputes.

    You or Musician’s Friend can seek provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

    You and Musician’s Friend agree to submit to the jurisdiction of the state and federal court in Los Angeles County, California for such provisional remedies or to enforce this Agreement, and we both irrevocably submit to the exclusive jurisdiction and venue of such courts.