Except as otherwise permitted in the Alchemy Studios, LLC. Terms, you agree that any dispute, claim, or controversy you may have with Alchemy Studios, LLC. arising under or relating in any way to Alchemy Studios, LLC. Terms or the Services (“Dispute”) will be governed and resolved through the Mandatory Informal Dispute Resolution (“MIDR”) process (as outlined below).

For U.S. Residents Only

If the MIDR process has been completed but the Dispute remains unresolved, you agree that such Dispute will be determined through binding arbitration (as outlined below) and not through litigation. This agreement applies regardless of the legal theories involved in the Dispute and regardless of whether the Dispute is with Alchemy Studios, LLC., its subsidiaries, affiliates or parent company, or any suppliers or service providers involved with the Services, or their officers, directors, employees, agents, or successors.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GIVING UP THE RIGHT TO FILE A LAWSUIT IN COURT BEFORE A JUDGE OR JURY, INCLUDING IN A CLASS ACTION, FOR ANY DISPUTES SUBJECT TO THE ARBITRATION PROVISION BELOW.

Mandatory Informal Dispute Resolution

We hope there’s never a Dispute between us. but if there is, we both recognize and agree that good faith, informal efforts to resolve Disputes often result in prompt, low-cost, and mutually beneficial outcomes. Therefore, we each agree that before either of us may commence an arbitration or assert any claim in court, except as set forth in Section 11.a.vi, below we will engage in the following MIDR process:

Notice

To initiate the MIDR process, the party with a Dispute must first give written notice to the other party.

To notify Alchemy Studios, LLC., you must send written notice to Alchemy Studios, LLC. Corporation, Legal Department, 207 West Plant St #770984 Winter Garden FL 34777 USA by certified U.S. Mail or by Federal Express (or international equivalent), providing: (a) the User’s full name, Alchemy Studios, LLC. username, and any email or billing address associated with the User’s Alchemy Studios, LLC. Account: (b) the name and contact information of the User’s counsel, if User is represented by counsel; (c) a brief description of the User’s Dispute and the resolution requested; and (d) the ticket or case number provided by Alchemy Studios, LLC. Support to track previous attempts to resolve the Dispute, if there is one.

To notify a User, Alchemy Studios, LLC. will send a written notice to the email address or billing address that you provided to Alchemy Studios, LLC. (Or, if none is provided, through the messaging system on Alchemy Studios, LLC. Service); that notice will include (a) the name and contact information of Alchemy Studios, LLC.’s counsel; and (b) a brief description of Alchemy Studios, LLC.’s Dispute and the resolution requested.
Process.

Both parties will then engage in the MIDR process. The MIDR process requires conferring in writing or, if requested by either party, via teleconference or videoconference in a good faith effort to informally resolve the Dispute.

If either party is represented by counsel, that counsel may participate.
Confidentiality. All offers, promises, conduct, and statements made during the MIDR process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding, if evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable because of its use in the MIDR process.

Timing. The MIDR process shall occur within sixty (60) days of receipt of the written notice described in subsection i above, unless an extension is mutually agreed upon by the parties. However, if a party is seeking injunctive relief on an emergency basis (for example, a preliminary injunction or temporary restraining order), the MIDR process with respect to that relief shall occur within three (3) business days of receipt of the written notice described in subsection (i) above, unless an extension is mutually agreed upon by the parties. Any statute of limitations will be tolled while the parties engage in the informal dispute resolution process described in this section. MIDR Is a Mandatory Prerequisite to Arbitration or Litigation.

If, after participating in the MIDR process, we have been unable to resolve the Dispute, either party may commence arbitration (or litigation, if the claim falls within an exception to the Arbitration Agreement (as defined below)). However, if we have not engaged in the MIDR process as set forth in this section, the Dispute may not be submitted to arbitration, nor may a claim be filed in court, until the MIDR process occurs. User and Alchemy Studios, LLC. understand and agree that any Dispute that has not first been subject to MIDR:

Shall not be accepted by the arbitration provider, and shall be deemed frivolous under Federal Rule of Civil Procedure 11(b); further, the arbitrator may allocate any arbitration fees and/or costs to any party that files a frivolous claim in violation of this Section 11.a; and
Shall be subject to dismissal if asserted in court.

Exceptions

If a Dispute involves a claim that asserts infringement of patent, copyright, trademark, or trade secret rights, the User and Alchemy Studios, LLC. are not required to participate in the MIDR process set forth in this section.

THE FOLLOWING APPLIES TO U.S. USERS ONLY.

If there is a Dispute between us, and we’re unable to resolve it through the MIDR process described in subsection a. above, this subsection explains in detail the process for resolving that Dispute. Please read this section carefully; it’s important.

ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. EXCEPT AS OTHERWISE PROVIDED IN THE ALCHEMY STUDIOS, LLC. TERMS, USER AND ALCHEMY STUDIOS, LLC. AGREE THAT ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH MIDR, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS SET MIDR, HEREIN, RATHER THAN IN COURT. USER AND ALCHEMY STUDIOS, LLC. THEREBY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT USER AND ALCHEMY STUDIOS, LLC. MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR CLASS ARBITRATION.

This arbitration agreement and class action waiver (“Arbitration Agreement”) applies to all Users who are United States residents and, except as provided below, to all Disputes regardless of

(a) the legal theories involved in the Dispute,

(b) when the Dispute arose, and

(c) whether the Dispute is with Alchemy Studios, LLC., with Alchemy Studios, LLC.’s subsidiaries, affiliates, or parent company, or with any suppliers or service providers involved with the Services (including any officers, directors, employees, agents, or successors).

Federal Arbitration Act, Interpretation and Enforcement.

This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this Arbitration Agreement and all its provisions, including, without limitation, the class action waiver. State arbitration laws do not govern in any respect. Further, User and Alchemy Studios, LLC. each agree that Alchemy Studios, LLC. Terms evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.

Arbitration Generally Relief Available

There is no judge or jury in arbitration, and court review of an arbitration award is limited pursuant to the FAA. However, an arbitrator can award, on an individual basis, the same damages and relief as a court (including injunctive and declaratory relief and statutory damages) and must follow Alchemy Studios, LLC. Terms as a court would. For the avoidance of doubt, the arbitrator can award public injunctive relief if authorized by law and warranted by the individual claim(s).

Arbitration Proceedings and Rules

Arbitrations will be administered by FedArb in accordance with FedArb’s Expedited Arbitration Rules and (if applicable) Framework for Mass Arbitration Proceedings ADR-MDL, except as modified by Alchemy Studios, LLC. Terms. In particular, the Framework for Mass Arbitration Proceedings ADR-MDL shall apply if five or more demands for arbitration are filed that share common factual or legal issues, and if counsel for the parties submitting those demands are the same or coordinated.

Users can find more information at www.fedarb.com or by calling 1-650-328-9500.

Unless required by law, or unless the parties mutually agree otherwise in writing, any arbitration hearing including oral arguments will be conducted through video conferencing. If the arbitration hearing is conducted in person, it will take place in Orange County, Florida, if that is a convenient location for the User, or the county or parish where the User resides.

Conclusion

At the conclusion of the arbitration, the arbitrator will issue a written decision explaining the findings and conclusions upon which the arbitrator’s decision is based.

Unless applicable law provides otherwise, the arbitration proceeding and all records pertaining to it including but not limited to any documents prepared or produced in connection with the arbitration proceeding, as well as the hearing, the decision, and the arbitration award will be confidential and will not be disclosed to any third party, except as necessary to obtain court confirmation of the arbitration award.

Commencing Arbitration

A party who has complied with the MIDR process described above and who wishes to start arbitration must submit a demand for arbitration and a copy of the User Terms to [email protected] requesting Demand Form.

Fees and Costs

If you commence arbitration in accordance with Alchemy Studios, LLC. Terms and Arbitration Agreement, you will be required to pay the first $50 of FedArb’s filing fee. Except as otherwise set forth in Section 11(a)(v) and this subsection, you will not be responsible for paying any other fees for the arbitration other than the filing fee; all other fees or expenses charged by FedArb will be paid by Alchemy Studios, LLC. Further, if FedArb determines that you are unable to pay any part of the filing fee, Alchemy Studios, LLC. will pay that part too.

Users are otherwise responsible for their own costs and attorneys’ fees, Alchemy Studios, LLC. will not pay such costs or attorneys’ fees unless ordered to do so by the arbitrator.

If the arbitrator finds that either the substance of the claim or the relief sought is frivolous or brought for an improper purpose, the parties agree that the arbitrator may order the losing party to reimburse the prevailing party for all arbitration fees as well as reasonable attorneys’ fees and costs. Further, in cases where a statute authorizes the award of attorneys’ fees or costs to the prevailing party, the arbitrator may award attorneys’ fees or costs pursuant to that statute.

The parties agree that FedArb has discretion to modify the amount or timing of any fees due under any applicable rules or fee schedules, and further agree not to oppose any modifications to the timing or amount of any fees due—provided that such modifications do not increase the fees to either party.

Delegation & Interpretation

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of Alchemy Studios, LLC. Terms, including, but not limited to, any claim that all or any part of Alchemy Studios, LLC. Terms is void or voidable; however, in the event of a Dispute about which version of the Alchemy Studios, LLC. Terms you agreed to, a court will decide that specific question prior to the commencement of the arbitration.

This Arbitration Agreement is intended to be broadly interpreted and will survive termination of Alchemy Studios, LLC. Terms.

Severability

If any provision of this Arbitration Agreement is found unenforceable, that provision will be severed, and the balance of the Arbitration Agreement will remain in full force and effect. If a court decides that applicable law precludes enforcement of this Arbitration Agreement as to any claim, then that claim must be severed from the arbitration, while the remaining claims will still be resolved through binding arbitration.

Opting Out

You may opt out of the Arbitration Agreement entirely and litigate any Dispute with us by sending written notice to Alchemy Studios, LLC. within 30 days of signing up for the Services for the first time. Thereafter, you may only opt out of material changes to the Arbitration Agreement by sending written notice within 30 days after Alchemy Studios, LLC. provides notice of those changes (unless a longer period is required by applicable law). In either case, to opt-out, a User must send a written notice entitled “Arbitration Opt-Out Notice” to Alchemy Studios, LLC. Corporation, Legal Department, 207 West Plant St #770984 Winter Garden FL 34777 USA by certified U.S. Mail or by Federal Express (or international equivalent). To be valid, the opt-out notice must be sent to Alchemy Studios, LLC. from the User who wants to opt-out (or that User’s guardian) and include (a) the User’s full name, Alchemy Studios, LLC. username, and email address, (b) a clear statement that the User wants to opt-out of the Arbitration Agreement, or wants to opt-out of a material change to the Arbitration Agreement, as applicable, and (c) the User’s signature (or the signature of the User’s guardian, if the User is a Minor).

If opting-out of a material change, the notice must also identify the material change to which the User wants to opt-out. An opt-out notice applies only to the Arbitration Agreement, all other parts of Alchemy Studios, LLC. Terms will still apply to the User and Alchemy Studios, LLC. Further, an opt-out notice does not revoke or otherwise affect any previous agreement to the Arbitration Agreement. By opting out of a material change to the Arbitration Agreement, you agree to arbitrate any Dispute in accordance with the language of the last version of the Arbitration Agreement that you accepted.

Exceptions

The Arbitration Agreement shall be subject to the following exceptions:
Users and Alchemy Studios, LLC. retain the right to participate in class-wide settlement of claims.

Non USA Residents

This Arbitration Agreement does not apply to Users who are not residents of the United States, or to Users who (pursuant to subsection ix above) properly opt-out of the entire Arbitration Agreement within 30 days of signing up for the Services for the first time.

If a Dispute is within the jurisdiction of small claims court, either the User or Alchemy Studios, LLC. may (after engaging in the MIDR process) choose to take the Dispute to small claims court in the User’s county of residence, or in the Superior Court of Florida, Orange County.

User’s County of Dispute involves a claim that asserts infringement of patent, copyright, trademark, or trade secret rights, either the User or Alchemy Studios, LLC. may assert the claim in federal or state court, as set forth in Section 15.

Timing for Raising Disputes.

USER AND ALCHEMY STUDIOS, LLC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR IT IS PERMANENTLY BARRED.