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IMPORTANT – PLEASE READ CAREFULLY
THIS IS A CONTRACT THAT AFFECTS YOUR RIGHTS

TERMS & CONDITIONS

Effective Date: 4/28/2025

Coldwater International LLC (“Coldwater,” “we,” “us,” or “our”), on its own behalf as well as on behalf of all related companies, including parent, sibling, and affiliated corporations, offers the Websites and any related websites (the “Websites”) and the mobile applications it publishes (“Apps”), as well as our discussion boards, and social media accounts subject to and conditional upon your agreement to the Terms & Conditions (the “Terms”).

By visiting or using the Websites or Apps, you agree to be bound by the Terms. Unless we publish changes to the Terms on our Websites or Apps, the Terms are final. If you do not understand or agree to the Terms, do not access or use the Websites or Apps. You have the right to consult a lawyer prior to agreeing to the Terms.

BY AGREEING TO THE TERMS, YOU AND COLDWATER AGREE TO RESOLVE ALL DISPUTES BETWEEN THEM SOLELY THROUGH BINDING INDIVIDUAL ARBITRATION OR IN SMALL CLAIMS COURT AND WAIVE ALL RIGHTS TO PARTICIPATE IN ANY CLASS ACTIONS AND WAIVE THE RIGHT TO HAVE ANY DISPUTE DECIDED BY A JURY.

By agreeing to the Terms, you acknowledge that your use of the Websites or Apps may result in information about you and your browsing activity being sent to third parties that provide marketing and other services to us, and that you consent to such data-sharing activities unless you advise us otherwise. You can learn more about our information collection and usage practices, and the information shared with third parties, by reading our Privacy Policy.

Please note that Coldwater reserves the right to change the Terms from time to time and will notify you of such changes as described below. Your use of the Websites or Apps after such notification constitutes your acceptance of those changes. If you do not agree to those changes, do not access or use the Websites or Apps.

TABLE OF CONTENTS

  1. Scope of Agreement
  2. Privacy Policy
  3. Changes to Terms
  4. Use of Websites and Documents
  5. Arbitration Agreement
  6. Arbitration Rules and Requirements
  7. Governing Law and Venue

SCOPE OF AGREEMENT

  • A. The Terms govern the operation of the Websites and Apps, as well as all interactions between you and Coldwater and those acting on its behalf, as well as every aspect of your access to and use of the Websites or Apps, including, but not limited to, all reservations and purchases (the “Services”). The Services also include, but are not limited to, all actions and communications related to or arising in any way out of any sales, promotions, online activities, and contests, as well as the use by you of information made available to you by Coldwater.
  • B. For certain Services available to you through the Websites or Apps, you may be required to enter into additional agreements. In the event of a conflict between the Terms and those additional agreements, the Terms will control.

PRIVACY POLICY

You agree that you have been provided with a reasonable opportunity to read our Privacy Policy. In the event of a conflict between the Terms and the Privacy Policy, the Terms will control.

CHANGES TO TERMS

  • A. We will provide notice to you of any changes to the Terms by posting the updated Terms on our Websites and Apps, changing the Effective Date set forth in the Terms, and, at our sole discretion, notifying you by such other means as we may deem appropriate.
  • B. Changes to the Terms will become effective on the date they are posted to the Website or Apps and shall not apply retroactively. However, by continuing to use the Websites, Apps, or Services after the effective date of the changed Terms, you agree to be bound by the changes.

Site Contents Ownership

Unless otherwise noted, the design and content featured on the Websites, including illustrations, clothing and other product designs, icons, navigational buttons, images, artwork, graphics, so called "look and feel", photography, text, audio and video clips or content, software and the like, (collectively, the "Content") is owned by Coldwater or one or more of its affiliates or is licensed to Coldwater. The Websites, as a whole, is protected by copyright, trademark, trade dress, intellectual property and other applicable laws. All worldwide rights are reserved. The Websites and its Content are intended solely for your personal, noncommercial use. Any use of the Websites or its Content other than for personal, noncommercial purposes is prohibited. You may not: (a) reproduce, publish, transmit, distribute, display, modify, reverse engineer, create derivative works from, sell or participate in any sale of, or commercially exploit in any way, in whole or in part, any of the Content, or the websites as a whole, or any related software; (b) use any data mining, robots or similar data gathering or extraction methods; (c) manipulate, duplicate or otherwise display the Websites or the Content by using framing or similar navigational technology; (d) register, subscribe, unsubscribe or attempt to register, subscribe or unsubscribe any party for any website product or service if you are not expressly authorized by such party to do so; and (e) use the Websites or the Content, including any of the features, tools and services on the Websites, for any reason other than for its intended purpose, including to communicate with Coldwater, to upload onto the Websites or otherwise transmit to the Websites, any materials, content or images that either causes any harm to any person or that is illegal or otherwise unlawful, including without limitation any harassing, morally offensive, criminal, obscene, profane, defamatory, libelous or threatening content. However, you may download or electronically copy and print any of the Content displayed on our site for your personal, noncommercial use. If you download, copy or forward via email any part of the Content, no right, title or interest in those materials is transferred to you. You further agree not to change or delete any proprietary notices from materials downloaded from the website. Coldwater and its affiliates are the sole owners of the trademarks COLDWATER CREEK, COLDWATER CREEK OUTLET, COTTONLUXE, DESTINATIONS BY COLDWATER CREEK, ONECREEK, ONECREEK ELITE, PERFECT SHIRT, PERFECT TUNIC, PONTE PERFECT, PRIMAKNIT, SHAPEME, SPIRIT BY COLDWATER CREEK, THE CREEK, THE PERFECT SHIRT, THE STUDIO PANT, WEEKEND BY COLDWATER CREEK and any associated logos, among other marks. All trademarks and service marks used on the website not owned by Coldwater are the property of their respective owners. Nothing contained on the Websites should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.

USE OF WEBSITES AND DOCUMENTS

Coldwater hereby authorizes you to make a single copy of the content displayed on the Websites for your use in learning about, evaluating or acquiring Coldwater services or products, provided (i) you mark such copy "© 2025 Coldwater, Inc. All rights reserved."; (ii) the use of such copy is for informational and non-commercial or personal use and will not be copied or posted on any network computer or broadcast in any media; and (iii) no modifications to such copy are made. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, perform, display in public, alter, or modify the content contained on the Websites. Accredited educational institutions, such as K-12, universities and colleges, may download and reproduce the content displayed on the Websites for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The Websites may contain email services, bulletin board services, forums, communities, and/or other message or communication facilities designed to enable you to communicate with others (collectively "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper. By way of example, and not as a limitation, you agree that when using the Communication Services or the Websites, you will not (i) use them in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages; (ii) defame, abuse, harass, threaten or otherwise violate the legal rights of others; (iii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, pornographic, racist, lewd, lascivious, excessively violent, harassing, unlawful, or otherwise objectionable topic, name, material or information; (iv) upload, or otherwise make available, files that contain material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consent to do the same; (v) advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages; (vi) restrict or inhibit any other user from using and enjoying the Communication Services or the Websites; (vii) harvest or otherwise collect information about others, including email addresses; or (viii) violate any applicable laws or regulations. Coldwater has no obligation to monitor the Websites or Communication Services. However, Coldwater reserves the right to review materials posted to the Websites and the Communication Services and to remove and/or edit any materials in its sole discretion. Coldwater reserves the right to terminate your access to the Websites and the Communication Services at any time, without notice, for any reason whatsoever. Coldwater reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Coldwater's sole discretion.

Product Display

Coldwater has made every effort to display accurately the products featured on the Websites. However, the colors we use and the capabilities of your computer monitor will affect the colors you see on your screen. Coldwater cannot guarantee that your monitor's display of any color, texture or merchandise details will be accurate. Please remember, however, that if for any reason you are not satisfied with your purchase, please return the item for an exchange or refund.

Product Availability

In order to keep our website current, we frequently change the merchandise offered. This means that we cannot guarantee that an item displayed on a previous visit to this or another Coldwater website will still be available when you visit again. Please understand that some of our featured items are available only in limited quantities. When an item is no longer in stock, we will take reasonable steps to remove that item from the Websites or otherwise to indicate that the item is no longer available. If you cannot find an item you previously saw on Coldwatercreek.com or for any other help with our merchandise, please call us at 1-888-678-5576.

Information Accuracy

Coldwater makes reasonable attempts to provide the most recent, accurate and reliable information on our website. However, there may be occasions when information featured on the Websites may contain incomplete data, typographical errors, inaccuracies or omissions as to merchandise size, price, color or other matters, or an item that is no longer in stock. Coldwater does not warrant or accept any responsibility or liability for the accuracy, completeness or currency of the information accessible via the Websites. Coldwater reserves the right to correct errors and to update information on our website at any time. Of course, we will make reasonable efforts to provide you with current prices at the time you place your order. In the event that a product is mistakenly listed at an incorrect price, Coldwater reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. If your credit card has already been charged for the purchase and your order is cancelled, Coldwater shall issue a credit to your credit card account in the amount of the incorrect price.

Compliance with Laws

You represent, warrant and covenant that in accessing and using the Websites you shall comply with all applicable laws, rules, regulations and by-laws of the United States or the country in which you reside, including, without limitation, those relating to the Internet, data, e-mail, privacy and the transmission or exporting of data from the United States or the country in which you reside. Furthermore, you represent, warrant and covenant that you are not located, a resident of or domiciled in any country or jurisdiction that Coldwater is prohibited from communicating with or exporting to and you agree that you shall not access the Websites from such country or jurisdiction.

Product Pricing

The prices displayed on the Websites are quoted in U.S. currency. Prices are subject to change at any time.

Comments, Feedback, Postcards and Other Submissions

All comments, feedback, suggestions, ideas and other submissions disclosed, submitted or offered in connection with your use of the Websites (collectively, the "Comments") shall be and remain the exclusive property of Coldwater. Such disclosure, submission or offer of any Comments shall constitute an absolute assignment and license to Coldwater of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. In addition, you agree to waive all moral rights in any Comments in favor of Coldwater. Thus, Coldwater will own exclusively all right, title and interest in and to the Comments and shall not be limited in any way in its use, commercial or otherwise, of any Comments. We may, at our option and in our sole discretion, use, post, distribute, critique, quote from, characterize and/or refer to your Comments or any portion thereof in whole or in part. We are not in any way obligated to use, post or respond to any Comments submitted by you in connection with your use of the Websites. We may remove Comments in whole or in part at our option and in our sole discretion. Coldwater is and shall be under no obligation to maintain any Comments in confidence, to pay the user any compensation for any Comments or to respond to any user Comments. You are and shall remain solely responsible for the content of any Comments you offer or submit. Harassment in any manner or form on the Websites, including via e-mail, chat or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Coldwater or other licensed employee, host or representative, as well as other members or visitors on the Websites is prohibited. You may not upload to, distribute or otherwise publish through the Websites any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the Websites or use the Websites to solicit others to join or become members of any other commercial online service or other organization. Use of the Websites for any illegal or unauthorized purpose is strictly prohibited. Coldwater does not and cannot review all communications and materials posted to or created by users accessing the Websites and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Websites, Coldwater is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Websites. However, Coldwater reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory or obscene, (b) fraudulent, deceptive or misleading, (c) in violation of a copyright, trademark or other intellectual property right of another or (d) offensive, inappropriate or otherwise unacceptable to Coldwater in its sole discretion. Coldwater may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. You understand and agree that Coldwater cannot be responsible for the content posted on the Websites and that your use of the Websites is at your own risk. Coldwater is under no circumstances liable in any way for any content posted on the Websites or for any damages of any kind incurred as the result of the use of any content posted or otherwise made available on the Websites.

Account Security

The Websites allows you to register or obtain a password so that you may use certain services available on this site. You are responsible for maintaining the confidentiality of your registration information and password, and for all uses of your password, whether or not authorized by you. For further information regarding Coldwater protection of your personal information, please see our privacy and security policy.

Disclaimer of Warranties and Limitation of Liability

Coldwater does not warrant that the Websites will operate uninterrupted or error-free, that defects will be corrected or that this site or its server will be free of viruses or other harmful elements. As a user of the Websites, your access is undertaken at your own risk. Coldwater shall not be liable for damages of any kind related to your use of or inability to use the Websites, even if Coldwater knew or should have known of the potential for such damages. If your use of the Websites or the site's material results in any costs or expenses, including, without limitation, the need for services or replacing equipment or data, Coldwater shall not be responsible for those costs or expenses. THE WEBSITES AND ITS CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND. COLDWATER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. ALTHOUGH COLDWATER STRIVES TO PROVIDE THOROUGH AND ACCURATE CONTENT ON THIS SITE, WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, TEST, GRAPHICS AND LINKS. COLDWATER SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SOME STATES, INCLUDING THE STATE OF NEW JERSEY, THERE ARE LIMITS ON THE ENFORCEABILITY OF DAMAGES, WARRANTY, OR LIABILITY LIMITATIONS IN CONNECTION WITH CONSUMER PURCHASES OF GOODS OR SERVICES. IN THOSE STATES, THESE PROVISIONS SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify and hold Coldwater, its officers, directors, employees, agents, licensors and suppliers harmless from and against any and all losses, claims, damages, costs, liabilities and expenses, including attorneys' fees, arising from or related to your use of the site, your breach or alleged breach of these Terms & Conditions, your unauthorized use of the Content or your violation of any rights of any other person. In some states, including the State of New Jersey, there are limitations on the enforceability of indemnification agreements in connection with consumer purchases of goods or services. In those states, this provision shall be enforceable to the fullest extent permitted by law.

Links

The Websites may contain links to websites owned by third parties. These links, if any, are provided solely as a convenience to you and are not an endorsement by Coldwater of the contents on those other sites. Coldwater is not responsible for the content of any linked sites and makes no representations regarding the content or accuracy of materials on such sites. Coldwater has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Coldwater. If you decide to visit any third-party sites using links from the Websites, you do so at your own risk.

Termination

This agreement is effective unless and until terminated by either party. Coldwater may terminate this agreement at any time and may do so immediately and without notice if in Coldwater sole and absolute discretion you fail to comply with any term or provision of these Terms & Conditions. Upon any termination of this agreement by either you or Coldwater, Coldwater may deny you access to the Websites and you must promptly destroy all materials downloaded or otherwise obtained from the Websites, as well as copies of such materials, whether made under the terms of these Terms & Conditions or otherwise. The Site Contents Ownership, Comments, Feedback, Postcards and Other Submissions, Disclaimer of Warranties and Limitation of Liability, Indemnification, Termination and Applicable Law sections shall in all events survive any termination of these terms and conditions.

Applicable Law

Your access to the Websites, as well as these Terms & Conditions and the agreement they create, and the legal relations between you and Coldwater will be governed by and construed in accordance with the laws of the State of Florida, without regard to any conflict of law provisions. You irrevocably and unconditionally consent to the exclusive jurisdiction of the state and federal courts located in Florida for any litigation or dispute arising out of or relating to your access to the Websites and the agreement created thereby. Any cause of action or claim you may have with respect to the Websites must be commenced within one (1) year after the claim or cause of action arises or be barred forever. Coldwater failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. These terms and conditions constitute the entire agreement between you and Coldwater with regard to your use of the Websites. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Coldwater may assign its rights and duties under this Agreement to any party at any time without notice to you.

ARBITRATION AGREEMENT

If a dispute arises between you and Coldwater , we will strive to resolve it fairly. In some cases, however, a third party may be needed to help resolve such disputes. This section of our Terms (the “Arbitration Agreement”) strictly limits both you and Coldwater to resolving all disputes through individual arbitration or small claims court only. This Arbitration Agreement constitutes a separate agreement between you and Coldwater which shall be interpreted and enforced without reference to any other provision of the Terms.

YOU AND COLDWATER AGREE THAT ALL DISPUTES WHICH CANNOT BE RESOLVED INFORMALLY MUST BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION OR IN SMALL CLAIMS COURT ONLY, AND YOU AND COLDWATER WAIVE ALL RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION OR CONSOLIDATED PROCEEDING.

All Disputes Covered. The term "Disputes" is defined broadly to include all claims and controversies of any type, including, but not limited to, statutory, regulatory, constitutional, contractual, common law, and tax-related claims and controversies, as well as those involving allegations of negligence, fraud, and misrepresentation.

All Persons and Entities Covered. This Arbitration Agreement extends to all agents, attorneys, contractors, subcontractors, employees, service providers, and all others acting on behalf of you or Coldwater , including those on whose behalf you visit the Websites or use the Apps or Services. In addition, it is binding on the heirs, successors, agents, and assigns of you and us, as well as all corporations related in any way to Coldwater . If a Dispute involves parties who are not subject to this Arbitration Agreement, claims involving such parties shall be stayed pending the resolution of all related arbitrations.

Governing Law. This Arbitration Agreement is governed exclusively by the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., and not any state or local laws. You and we agree that this Arbitration Agreement involves interstate commerce under the FAA. The laws of the Florida, but not including its conflicts of law rules, shall govern exclusively the resolution of all Disputes unless preempted by federal law.

The Informal Settlement Process. Before initiating an arbitration or small claims court case, you and Coldwater must first participate in the informal dispute resolution process as follows:

  • (a) To start the informal settlement process, the party initiating any Dispute (“Claimant”) must send a signed, written statement (“Claim Statement”) to the other party (“Respondent”). The Claim Statement must include the Claimant’s full name, mailing address, email address, the date(s) the Dispute arose, a detailed explanation of the facts relevant to the Dispute, and a proposal for resolving it, including any claimed amount and how that amount was calculated. The Respondent may request additional information, and the Claimant agrees to reasonably investigate and provide additional information responsive to the Respondent’s request. Claim Statements must be sent to Coldwater either by certified mail or by email to these addresses: customerservice@coldwatercreek.com.
  • (b) If the Claimant is represented by an attorney, the Claim Statement must authorize the Respondent to share information about the Dispute with the named attorney. The Claimant's attorney must sign the Claim Statement under oath or penalty of perjury, in accordance with 28 U.S.C. § 1746 or similar state laws, certifying compliance with Rule 11 of the Federal Rules of Civil Procedure (“Rule 11”). The certified Claim Statement will be admissible in any arbitration or court proceeding related to the Dispute.
  • (c) Once a Claim Statement meets the requirements of the Arbitration Agreement is received by the Respondent, the Claimant and Respondent shall work in good faith to resolve the Dispute for a period of at least 60 days. Sending the Claim Statement pauses any applicable statutes of limitations for the 60-day period starting from the date the Respondent receives a proper Claim Statement.
  • (d) Failure to complete in good faith the informal settlement process is a material breach of this Arbitration Agreement. Any arbitration or small claims court action filed under this Arbitration Agreement must state that the Claimant has completed in good faith the informal settlement process. No arbitrator may be appointed to hear a Dispute where the requirements of the informal settlement process have not been satisfied.
  • (e) At the end of the informal settlement process, unresolved Disputes from the Claim Statement, and no others, can then and only then be pursued on an individual basis only either in (1) binding individual arbitration (as provided for below), or (2) small claims court, if the requirements of small claims court are satisfied.

No Class Actions. TO THE FULLEST EXTENT ALLOWED BY LAW, AND EXCEPT AS SPECIFIED IN THE MASS ARBITRATION RULES, BELOW, YOU AND WE AGREE THAT ALL DISPUTES MUST BE RESOLVED INDIVIDUALLY, AND NOT VIA CLASS ACTION, EVEN IF THIS ARBITRATION AGREEMENT IS FOUND TO BE UNENFORCEABLE.

This means: (a) neither you nor we can file or participate in a class action, consolidated action, or representative action; (b) an arbitrator cannot combine claims from multiple claimants or oversee a consolidated, class, or representative action; and (c) an arbitrator’s decision or award will apply only to that specific claimant's Dispute. This section does not limit the relief available to you or us in individual arbitration or small claims court, nor does it restrict either party's right to settle Disputes by mutual agreement, including through class-wide settlements via mediation or other means.

Fees and Costs. You and we are responsible for our own costs and attorneys’ fees in connection with all Disputes. However, either party may seek to recover such fees and costs if allowed by applicable law or arbitration rules applicable to the Dispute. If an arbitrator finds that a claim or counterclaim was made or prosecuted in bad faith, for an improper purpose, to exert undue pressure, or was entirely frivolous, the arbitrator may award costs, arbitration fees, and attorneys’ fees to the defending party.

Changes. If Coldwater changes this Arbitration Agreement after you last accepted the Terms, you can reject those changes by sending written notice within 30 days of the effective date of such changes. The notice must include your full name, e-mail address and mailing address, and clearly state that you reject the Arbitration Agreement changes. By rejecting these changes, you agree to arbitrate any dispute based on the version of the Arbitration Agreement that was in effect when you last agreed to the Terms. Send your notice by certified mail or email to: customerservice@coldwatercreek.com.

Improperly Commenced Arbitration. If either party believes the other party has started or is about to start an arbitration in violation of this Arbitration Agreement (including the Mass Arbitration Rules set forth below), you and Coldwater agree that that party can request a court order to stop the arbitration and that any arbitration subject to such a court action shall be stayed until the court action is concluded. The court in such action shall have the authority to order the payment of costs and reasonable attorneys' fees related to such a proceeding upon a finding that an arbitration was commenced in knowing violation of the Arbitration Agreement.

Survival. The Arbitration Agreement will survive and remain in effect even after your relationship with Coldwater has ended and despite any action seeking to terminate any agreement between you and Coldwater.

Severability. Except as expressly provided in the Mass Arbitration Rules, below, if any part of the Arbitration Agreement is found to be unenforceable, its remaining provisions will still apply to the fullest extent allowed by law.

ARBITRATION RULES AND REQUIREMENTS

General Rules. In arbitration, there is no judge or jury, but the arbitrator has the authority to hear all Disputes and grant the same relief a court could. The arbitrator must interpret and apply the Terms and this Arbitration Agreement just as a court would. The results of an arbitration shall have no effect on other Disputes between you and Coldwater and shall not be binding in any other Disputes in which you are not a party.

Any court with proper authority and jurisdiction can enforce this Arbitration Agreement, including any matters related to Mass Arbitration, as defined below. The court may also prevent the filing or continuation of any arbitration, or the imposition of fees and costs associated with any arbitration, if such a filing or the imposition of fees or costs does not comply with the requirements of the Arbitration Agreement.

Unless stated otherwise in this Arbitration Agreement, if you and we disagree about whether a Dispute must be arbitrated, the scope of the arbitrator's authority, or the enforceability of any specific terms of the Arbitration Agreement, the arbitrator is delegated sole authority to resolve such disputes.

However, if you or we argue that this Arbitration Agreement is not for any reason an enforceable contract, only a court with proper authority can decide that matter, and any pending arbitration shall be stayed until a final decision on the matter by a court in which such a claim is asserted until after the exhaustion of any appeals and petitions for certiorari. This provision does not limit either party’s right to challenge in a court of competent jurisdiction an improperly commenced arbitration as elsewhere provided in this Arbitration Agreement.

In any arbitration between you and Coldwater , the Respondent may choose to make a written settlement offer at any time after the initiation of arbitration but is under no obligation to do so. The settlement offer amount or terms will not be revealed to the arbitrator until after an award (including any dispositive decision) is made. To the fullest extent permitted by law, if the award is less than the settlement offer or favors the Respondent, the Claimant must pay the Respondent’s arbitration fees and costs incurred after the offer to the fullest extent permitted by law.
The arbitration process will vary depending on whether the Dispute is pursued individually or as part of a Mass Arbitration (defined below). These individual arbitration rules do not apply to Disputes that are part of a Mass Arbitration except in connection with the limited bellwether arbitrations described in the Mass Arbitration Rules set forth below.

If the American Arbitration Association (“AAA”) is for any reason whatsoever unavailable, unable, or unwilling to handle an arbitration assigned to it under this Arbitration Agreement (including as a result of any aspect of this Arbitration Agreement which does not meet with their approval), or otherwise finds that it cannot arbitrate a Dispute, you and we will negotiate in good faith to choose an alternative arbitrator or organization to conduct the arbitration in accordance with all of the requirements of this Arbitration Agreement. If no such agreement is reached, the parties shall jointly ask a court to appoint an arbitrator or arbitration organization under 9 U.S.C. § 5 to conduct the arbitration in accordance with all of the requirements of this Arbitration Agreement.

Individual Arbitration Rules. All individual arbitrations (those not subject to the Mass Arbitration Rules, below) shall be before a single arbitrator of the AAA. Arbitrations involving consumers will be governed by this Arbitration Agreement and the AAA Consumer Arbitration Rules (“Consumer Rules”) and the AAA Consumer Due Process Protocol. However, the Consumer Rules shall only apply if the Dispute involves or is related to goods or services offered or purchased for personal or household use, and not goods or services offered or purchased for any other use or purpose, including in support of a business, job, or profession or for resale. Arbitrations not governed by the Consumer Rules shall be governed by this Arbitration Agreement and the AAA Commercial Arbitration Rules and the AAA Optional Appellate Rules. If there is a conflict between this Arbitration Agreement and any applicable AAA rules and protocols, the Terms will control.

For consumer arbitrations where claims or counterclaims are under $25,000 USD each, the case will be decided without appearances, based only on submitted documents (including sworn statements) under R-29 of the Consumer Rules (or its successor under the AAA Consumer Rules). However, the arbitrator may permit reasonable and appropriate discovery (proportionate to the Dispute amount and not imposing undue cost or hardship on either of the parties), and may allow a hearing by phone or video conference, unless, in the arbitrator’s sole discretion, fairness requires an in-person hearing and the cost of an in-person hearing is reasonable compared to the Dispute amount. All decisions by an arbitrator, including any awards, can be enforced or confirmed in any court with proper jurisdiction, but they shall have no precedential effect in another arbitration.

To begin an arbitration with the AAA, the informal settlement process outlined above must first be completed. Afterward, the claiming party must send a letter describing the Dispute, including any amount claimed, and requesting arbitration to the American Arbitration Association Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043 or by filing a request online through the AAA website.
Any attorney representing a Claimant must sign, under oath or penalty of perjury, a Rule 11 certification with regard to the arbitration demand, which certification shall be included with any arbitration demand under this Arbitration Agreement. This certification will be admissible in any arbitration or court proceeding related to the Dispute, and the arbitrator shall have the authority to impose sanctions as provided for by Rule 11.

Mass Arbitration Rules. If 25 or more claimants (each a “Mass Arbitration Claimant”) or their lawyers file or disclose to Coldwater intention to file demands for arbitration against Coldwater raising substantially identical Disputes, and counsel for the claimants are the same or coordinated across these Disputes (a “Mass Arbitration”), these special Mass Arbitration Rules shall apply to the exclusion of any other rules applying to mass arbitrations published by any arbitration organization, including the AAA. Any dispute concerning whether these Mass Arbitration Rules apply or challenging the enforceability of any of these Mass Arbitration Rules may only be resolved by a court of competent jurisdiction, and no arbitrator shall be appointed in the absence of such a court determination except by agreement of the parties.

Each Mass Arbitration Claimant must satisfy the informal settlement process outlined above before proceeding to arbitration, including the requirement of a signed certification of counsel under oath or penalty of perjury (consistent with 28 U.S.C. § 1746 or similar state laws) of compliance with Rule 11 for each claimant. Arbitrators in any resulting arbitrations will have the authority to impose sanctions as allowed by Rule 11. Lawyers representing the Mass Arbitration Claimants shall also certify, under oath, that no other attorney represents the Mass Arbitration Claimants in connection with the Disputes raised during the informal settlement process.

If the informal settlement process fails for any Mass Arbitration Claimants, counsel for the parties will each select up to five (5) Mass Arbitration Claimants (totaling no more than ten (10) and with an equal number selected by each counsel for the Mass Arbitration Claimants and counsel for us) for bellwether arbitrations which will be decided individually under the Individual Arbitration Rules, above, with each case assigned to a different arbitrator. Any other arbitration claims which have been filed by other Mass Arbitration Claimants must be dismissed without prejudice before the bellwether arbitrations can begin.

All bellwether arbitrations must be completed within 120 days of their commencement unless otherwise agreed. No further arbitration demands can be filed by Mass Arbitration Claimants during the pendency of the bellwether arbitrations or during the subsequent mandatory mediation process described below.

After the bellwether cases are resolved, the parties’ counsel will promptly participate in good faith in non-binding, confidential mediation for at least 60 days to resolve all remaining Disputes of the Mass Arbitration Claimants. This mediation will be conducted by the AAA under its current Mediation Procedures unless both sides agree to a different mediator or mediation process.

To prevent the Disputes asserted by the Mass Arbitration Claimants from expiring, all statutes of limitation for their Disputes will be paused until the completion of the informal settlement process, the bellwether arbitrations, and the completion of the mediation described below.

Mass Arbitration Claimants whose claims remain unresolved after mediation can only pursue their disputes in small claims court (if eligible) or through a documents-only arbitration with FairClaims, Inc. (and not with the AAA or any other arbitrator or arbitration-sponsoring organization). The applicable FairClaims rules shall be either those for Small Claims or the Fast Track rules and will depend on the claim amount, information about which is available here. Decisions from the bellwether arbitrations can be used in FairClaims arbitrations for their persuasive value only but shall not be binding. Discovery obtained in the bellwether cases may be used in connection with FairClaims arbitrations subject to appropriate confidentiality protections.

If any aspect of these Mass Arbitration Rules is determined to be unenforceable for any reason in a court decision as to which further review is foreclosed, and as to which all available motions, appeals, and petitions for review have been resolved fully or not timely pursued (a “Final Determination”), all unresolved Disputes between the Mass Arbitration Claimants and Coldwater shall be resolved in the courts of the Florida. Coldwater shall have the right to request such a case be removed to federal court if it so qualifies. In any court action filed under this provision, the class of plaintiffs shall be strictly limited to Mass Arbitration Claimants who have satisfied the informal settlement process and who have unresolved Disputes.

If any arbitrations filed by or for Mass Arbitration Claimants are still pending after a Final Determination, those Mass Arbitration Claimants must immediately dismiss their arbitrations without prejudice. A ruling that the Mass Arbitration Rules or any aspect of them are unenforceable will not affect the validity or enforceability of any other parts of this Arbitration Agreement or any other part of the Terms.

GOVERNING LAW AND VENUE

  • A. Except as expressly provided in the Arbitration Agreement, you agree that the Terms shall be interpreted, enforced, and governed solely by the laws of the State of Florida (ignoring its conflicts of law principles), except to the extent preempted by federal law.
  • B. Except as expressly provided in the Arbitration Agreement, to the extent that any Dispute, or any aspect of a Dispute, between you and Coldwater must be addressed by a court other than small claims court despite the Arbitration Agreement set forth above, you agree that it shall be resolved in state or federal courts located in Fort Lauderdale/FL.
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