13. CHOICE OF LAW AND DISPUTE RESOLUTION
13.1. If you are a resident of any European Union country or the United Kingdom, Switzerland, Norway or Iceland, the governing law shall be the Spanish law and the courts and tribunals of Barcelona shall have the sole jurisdiction over all matters arising out of this Agreement.
13.2. If you reside in any other country, to the fullest extent permitted under applicable law and in the interest of resolving disputes between you and the Company in an expedient and cost-effective manner, you and the Company agree that any dispute, claim or controversy arising out of or relating to this Agreement shall be settled by binding individual arbitration under the Consumer Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, except as modified in this Agreement. The AAA Rules and filing forms are available online at www.adr.org
13.3. If you reside in the United States, then the place of the arbitration shall be, at your option, either (a) the state where you reside, or (b) Boston, Massachusetts. If you reside outside the United States, then the Arbitrator shall determine the place of arbitration based on the factors stated in the AAA Rules. Regardless of the place of arbitration, the Company agrees that any required arbitration hearing(s) may be conducted, at your option, by phone or video conference rather than in person. The arbitration may also be decided solely on the submission of documents to the Arbitrator, if you and the Company both so agree (which agreement must be made in writing and provided to the Arbitrator). The procedural law applicable to the conduct of the arbitration shall be the law of the place of arbitration and the AAA Rules. The Federal Arbitration Act shall govern all arbitration proceedings (and any related and/or resulting court proceedings) in the United States.
13.3.1. At least 30 days prior to initiating an arbitration, you and the Company each agree to notify the other party of the dispute in writing (the “Notice of Dispute
”) and attempt in good faith to negotiate an informal resolution. You must send your Notice of Dispute to: C Aribau 185,3, 08021, Barcelona. The Company will send any Notice of Dispute to the email address associated with your Account. A Notice of Dispute must include: the name of the person bringing the Dispute and that person’s preferred contact information, a brief description of the dispute, and the relief sought. If you and the Company are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (see www.adr.org
) with the American Arbitration Association and providing a copy to the other party as specified in the AAA Rules.
13.3.2. Your share of administrative fees and arbitrator fees and costs (collectively, “Arbitration Costs
”) shall be governed by the AAA Rules. Either party may request the Arbitrator to award the requesting party some or all of its attorneys’ fees and costs (in addition to some or all of its Arbitration Costs) upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, pursuant to applicable law and the AAA Rules.
13.3.3. The Arbitrator’s judgment and award shall be final, binding and enforceable, subject to review only in accordance with applicable law governing the enforcement and annulment of arbitration awards. Judgment on the Award may be entered in any court with proper jurisdiction, pursuant to applicable law. The Arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis to the extent necessary to provide relief warranted by the claimant’s individual claim.
13.3.4. You can decline this agreement to arbitrate by sending a written communication to us at C Aribau 185,3, 08021, Barcelona, postmarked within 30 days after first accepting this Agreement. Your written communication must provide your name and the email address associated with your Account and must state that you decline this arbitration agreement.
13.3.5. If the Company changes this Section 13 after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject that change by sending us written notice to C Aribau 185,3, 08021, Barcelona, postmarked within 30 days of the date on which the change is effective. Rejecting a change, however, does not revoke or alter your prior consent to any earlier agreement to arbitrate any Dispute between you and the Company (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and the Company.
13.3.6. Consistent with the AAA Rules and applicable law, nothing in this Section 13 will be deemed to waive, preclude, or otherwise limit the right of either party to (i) bring an individual action in small claims court, where such court has jurisdiction over the dispute; (ii) seek injunctive or interim relief from a court with jurisdiction to provide such relief; (iii) seek aid in support of the arbitration under applicable law; or (iv) seek to enforce or vacate (in whole or in part) the award under applicable law. If applicable law does not allow the arbitration of disputes under this Agreement, then either you or the Company may instead commence dispute resolution proceedings in any court that has jurisdiction over the Dispute, and where venue is proper, subject to the terms of this Section of the Agreement.
13.4. The following additional provisions are applicable to the resolution of all disputes between us and you, to the fullest extent allowed by applicable law, regardless of whether brought in arbitration, court, or any other type of formal dispute resolution proceeding:
(i) Any dispute shall be time-barred unless the party asserting the dispute commences formal dispute resolution proceedings within one (1) year after the basis for such dispute became known or should have become known to the party asserting the dispute, provided, however, that the one-year period shall be deemed suspended during any informal settlement discussions following the receipt of a Notice of Dispute by any party.
(ii) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
(iii) You and the Company acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate in a consolidated proceeding.
(iv) IN ADDITION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND THE COMPANY UNCONDITIONALLY WAIVE ANY RESPECTIVE RIGHTS TO A JURY TRIAL.
13.5. This Agreement shall be governed by the laws of Spain (with the exclusion of its conflict of laws rules).