IMPORTANT NOTE: PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. SPECIFICALLY, PLEASE REFER TO THE SECTION TITLED “DISPUTE RESOLUTION; ARBITRATION AGREEMENT,” WHICH REQUIRES THAT CERTAIN DISPUTES BE SETTLED THROUGH MANDATORY BINDING ARBITRATION AND PRECLUDE YOU FROM LEADING OR PARTICIPATING IN A CLASS ACTION, AS WELL AS THE SECTIONS TITLED “CLASS ACTION WAIVER” AND “JURY TRIAL WAIVER” WHICH CONTAIN A CLASS ACTION WAIVER AND JURY TRIAL WAIVER FOR NON-ARBITRABLE DISPUTES .

You have visited an Herff Jones website (“Website” or “Websites”). Herff Jones and its affiliates and subsidiaries worldwide (collectively “Herff Jones,” “we,” “our,” or “us”) provide these Terms and Conditions (the “Terms”) to explain the rules governing your access to and use of the Herff Jones Websites.

By accessing, using, or interacting with the Websites, you are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you must stop accessing or using the Websites. We may revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Websites after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such additional notice requirements.

Certain Websites or services offered through our Websites may be subject to additional or separate terms and conditions. If there is a conflict between these Terms and such other terms and conditions, such other terms and conditions shall control.

Except for Section 12 which provides for binding arbitration and waiver of class action rights, we reserve the right to revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Websites after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such additional notice requirements.

1. GENERAL.

a. Access and Eligibility. By accessing or using the Websites, you accept and agree to be bound and abide by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to be bound by these Terms or any provisions hereof, please do not access or use the Websites.

You may only use the Websites if you can form a binding contract with Herff Jones (either on behalf of yourself or the entity you represent), and only in compliance with the Terms and all applicable laws, rules and regulations. By using the Websites, you represent that you are not on a list of persons barred from receiving services under applicable laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security). You must be over the age of majority in your jurisdiction of residence to use the Websites. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to do so. You cannot access or use the Websites if you are barred from receiving the Websites under applicable law or have previously been suspended or removed from the Websites.

b. User Account and Registration. In order to use certain parts of the Websites, you may be required to register for an account (“User Account”) on behalf of yourself and/or on behalf of any entity or individual for which you are registering. You are responsible for ensuring that all required registration information you submit is truthful and accurate, and that your contact information is current. You are solely responsible for maintaining the confidentiality and security of your User Account login information. You agree not to share your login credentials or access to your User Account with anybody or to create more than one account. We are not liable for any losses incurred by you or any party as a result of unauthorized use of your User Account. You agree to notify us immediately of any unauthorized use of your User Account.

We reserve the right to close, suspend or limit access to your User Account and/or the Websites in the event that, in our sole discretion: (i) we are unable to obtain or verify your identity or eligibility; (ii) the security of your User Account has been compromised; or (iii) your User Account has been, or is reasonably suspected to have been, used in a nefarious manner.

c. User Content. In using the Websites, you may submit, display, post or otherwise make available through the Websites certain content, including without limitation, data, designs, text, art, audio, video, graphics, images, information and other materials (collectively, “User Content”). You are solely responsible for any User Content that you make available through the Websites, including any necessary third-party rights in the User Content. We reserve the right to pre-screen any User Content before its appearance on the Websites, and may forbid or prevent you from posting, uploading, storing, sharing, sending or displaying such User Content to and through the Websites at any time. We may, in our sole discretion, reject, move, edit, or remove any User Content that is submitted to the Websites for any reason whatsoever, including without limitation, User Content that violates these Terms.

2. WEBSITE ACCESSIBILITY.

At Herff Jones, we are committed to ensuring a digital experience that is accessible to everyone regardless of technology or ability. We are continually improving the user experience for all customers, and applying the relevant accessibility standards as part of our internal policies, quality assurance measures and continuous training and education. While we strive to meet all needs, we welcome your feedback on the accessibility of the Websites. If you encounter any Privileged & Confidential

accessibility barriers when navigating our site, please contact our Customer Service team at (800) 837-4235 or email us at legal@herffjones.com.

3. INTELLECTUAL PROPERTY.

a. License Grant. Subject to the terms and conditions herein, we grant you a limited, non-exclusive, non-transferable, non-sublicensable revocable license to access, view and use the Websites solely for the permitted uses described herein. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.

b. Intellectual Property Ownership. As between you and Herff Jones, the Websites, including without limitation any content, data, organization, graphics, design, compilation, magnetic translation, sound, artwork, computer code, digital conversion, logos, names, patents, trademarks, service marks, product and service names, slogans, copyrights, and all the intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Herff Jones, its affiliates or licensors (as applicable). Nothing in these Terms shall be interpreted to provide you with any rights in the foregoing, except the limited right to use the Websites expressly set forth herein.

c. License to User Content. When you submit User Content to or through the Websites, you grant Herff Jones a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, cache, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter devised, without compensation to you, for any purpose including without limitation for promoting and redistributing part or all of the Websites (and derivative works thereof).

d. Feedback. From time to time, you may provide us with comments, suggestions, or ideas for enhancements, improvements, changes, or additions to the Websites or our business in general, including ideas for new features, materials, and other content (“Feedback”). By providing us Feedback, you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. Herff Jones has no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.

e. DMCA Notice. Herff Jones respects the intellectual property of others. It is our policy to respond expeditiously to legitimate claims of copyright and other intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will terminate access for subscribers and account holders who are repeat infringers.

Notifying Herff Jones of Copyright Infringement: To provide us with notice of an infringement, you must provide a written communication to the attention of “Herff Jones: DMCA Notification Dept” at copyrightagent@www.herffjones.com that sets forth the information specified by the DMCA (https://www.copyright.gov/title17/92chap5.html). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

Providing Herff Jones with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected content. If you material has been removed and you feel that your material does not constitute infringement, you may provide Herff Jones with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at copyrightagent@www.herffjones.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

4. PROHIBTED USES. In using the Websites, you agree that you shall not, and shall not encourage, assist or enable any other third party to:

(i) reproduce, duplicate, modify, copy, adapt, distribute, transmit, display, sell, rent, lease, loan,, transfer, publish, create derivative works from or otherwise exploit for any purpose the content, software, products, services or data found in or on the Websites;

(ii) alter or tamper with any materials on or associated with the Websites;

(iii) engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;

(iv) engage in any conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, or otherwise violates any law or right of Herff Jones, its users, or any third party, including privacy rights, copyrights, or other intellectual property rights;

(v) submit, send, post, upload or otherwise make available unsolicited or unauthorized advertising or commercial communications, such as spam, advertising, promotional materials, junk mail, chain letters or any other form of solicitation;

(vi) attempt to circumvent any technological measure implemented by use or any of our providers or any other third party (including another use) to protect or restrict access to the Websites;

(vii) attempt to decipher, remove, decompile, disassemble or reverse engineer any software or other underlying code in the Websites, or use any network monitoring or discovery software to determine the Websites architecture;

(viii) remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Websites, or on any materials printed or copied from the Websites;

(ix) use any robots, spiders, scrapers or any other automated means to access the Websites for any purpose;

(x) take action that imposes, or may impose, in the discretion of Herff Jones, an unreasonable or disproportionately large load on Herff Jones’s infrastructure;

(xi) collect or harvest, including by means of spidering or use of spyware, any data (including personally identifiable information) from the Websites;

(xii) resell or make any commercial use of the Websites except as authorized hereunder without our prior written consent;

(xiii) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

(xiv) disrupt, overwhelm, attack, modify or interfere with the proper working of the Websites, or impede or interfere with others’ use of the Websites;

(xv) access any content on the Websites through any technology or means other than those provided or authorized by the Websites;

(xvi) transmit any viruses, malicious code or other computer instructions or technological means whose purpose is to disrupt, damage or interfere with the use of computers or related systems; (xvii) use any content on the Websites in any manner that may infringe ay intellectual property right, proprietary right, or property right of us or any third party;

(xviii) access the Websites to build a similar or competitive website, application, product, or service; or

(xix) use the Websites in any way except as permitted by these Terms.

5. PRIVACY. For information about our data practices, including our collection and use of your information, please see our Privacy Policy. Our Privacy Policy applies to your use of the Websites and is incorporated by reference into these Terms.

6. WARRANTY DISCLAIMER. THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITES ARE PROVIDED WITHOUT WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITES, AND HERFF JONES HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HERFF JONES, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (i) THE WEBSITES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (iii) THE WEBSITES ARE FREE OF ERRORS; (iv) THE FUNCTIONS OR FEATURES OF THE WEBSITES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (v) DEFECTS WILL BE CORRECTED, OR (vi) THE WEBSITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

HERFF JONES MAKES NO WARRANTY THAT IT WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE WEBSITES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR WEBSITE FOR ANY PARTICULAR LENGTH OF TIME. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE WEBSITES.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITES REMAINS WITH YOU.

7. THIRD-PARTY CONTENT. The Websites may contain links to third-party materials that are not owned or controlled by Herff Jones. Herff Jones does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Websites or disclose your information or data on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Herff Jones’ Privacy Policy do not apply to your use of such sites. You expressly relieve Herff Jones from any and all liability arising from your use of any third-party website, service, or content, including without limitation content, data, information and/or materials submitted by other users.

8. SMS TERMS. Herff Jones provides these SMS Terms and Conditions (the “SMS Terms”), which govern the provision and delivery of text messages by us or our text message service providers to you. We offer this service so that we or our service providers can send text messages to: (1) provide you with information you requested from us; (2) inform you of improvements, features, events, or Herff Jones products and services that may be of interest to you; and (3) to respond to your inquiries regarding your account or relationship with Herff Jones. We refer to our SMS text messaging program as the “Herff Jones SMS Program.”

a. E-SIGN Disclosure. By agreeing to enroll in the Herff Jones SMS Program, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing Herff Jones at legal@herffjones.com with “Revoke Electronic Consent” in the subject line.

To view and retain a copy of this disclosure or any information regarding your enrollment in the Herff Jones SMS Program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email Herff Jones at legal@herffjones.com with contact information and the address for delivery.

b. Signing Up for the Herff Jones SMS Program. We may allow you to sign up to receive text messages through our websites or apps, or forms provided at in-person events. We may also at times provide you with other instructions on how to enroll, such as enrollment by sending us a text message. By signing up for the Herff Jones SMS Program, you agree to these SMS Terms, the Herff Jones Privacy Policy, and the Terms.

By signing up for the Herff Jones SMS Program, you agree that Herff Jones or its agents may use any automated or non-automated technology to send you informational and/or promotional text messages. The types of text messages you will receive depend on the SMS campaign(s) you opted into. You understand that you are not required to receive Herff Jones text messages as a condition of purchasing goods or services from Herff Jones.

c. Costs of Signing Up for the Herff Jones SMS Program. Herff Jones does not charge you for its text message program. But message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider.

d. Frequency of Text Messages. We may send you an initial message confirming that we have received your opt-in. After that, you will receive recurring text messages, and the specific amount may vary depending on how you use our services. The number of text messages you receive may depend upon factors including how you use our services and whether you take steps to generate additional text messages from us (such as by sending a HELP request).

e. Eligibility. By signing up for the Herff Jones SMS Program, you represent that you are 13 years of age or older and understand the obligations and agree to the terms set forth in these SMS Terms, which forms a binding agreement between you and us. You further represent that you are the subscriber of the cellular service at the mobile number provided or that you are authorized by the subscriber to sign up for texts.

f. Opting Out of Herff Jones Text Messages. If you no longer want to receive Herff Jones text messages, you may text STOP at any time. After doing so, we may send you confirmation of your opt-out via text message. If you have revoked consent and want to re-enroll in the Herff Jones SMS Program, you can re-enroll through our website, apps, or as otherwise instructed by us.

g. Modifications to these SMS Terms. Except as explicitly set forth in the “Dispute Resolution; Arbitration Agreement” Section of the Terms, we reserve the right to modify these SMS Terms, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your continued enrollment in the Herff Jones SMS Program shall be deemed to constitute acceptance by you of such modifications, additions, or deletions.

9. INDEMNIFICATION. To the fullest extent permitted by law, you agree to indemnify, defend, and hold Herff Jones and its respective officers, directors, employees, shareholders, and representatives (and all successors and assigns of any of the foregoing), harmless from and against any third-party claim or demand, including without limitation, reasonable lawyers’ fees and disbursements, in connection with or arising out of your use of the Websites, your connection to the Websites, your User Content, your violation of the Terms, your violation of an applicable law or regulation, your submission, posting, or transmission of User Content to the Websites, and/or your violation of any rights of another. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses

10. LIMITATION OF LIABILITY.

a. TO THE MAXIUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HERFF JONES OR ITS AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITES OR CONTENT, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, DAMAGE TO ANY COMPUTER OR DEVICE, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR WEBSITES), ARISING OUT OF OR IN CONNECTION WITH THE WEBSITES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE WEBSITES, WHETHER OR NOT HERFF JONES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HERFF JONES, ITS AFFILIATES, AGENTS AND/OR EMPLOYEES BE LIABLE TO YOU FOR ANY CLAIMS, LIABILITIES OR DAMAGES HEREUNDER IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY YOU TO HERFF JONES DURING THE TWELVE (12) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR USE OF THE WEBSITE, OR THE DURATION OF YOUR USE OF THE WEBSITES, WHICHEVER IS SHORTER.

c. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HERFF JONES AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

11. MODIFICATION, SUSPENSION & TERMINATION.

a. Modification of Websites. Except as prohibited by applicable local legal requirements, we reserve the right to modify or discontinue the Websites (or any portion thereof), temporarily or permanently, for any reason whatsoever, with or without notice. Herff Jones shall not be liable to you or any for any such modification, suspension or discontinuance of the Websites.

b. Suspension & Termination. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Websites at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Websites, these Terms will terminate and all rights granted to you herein with respect to the Websites will immediately terminate; however, certain provisions of these Terms will still apply after termination. Termination of your use or access to the Websites may also include, at Herff Jones’s sole discretion, the deletion of your User Account and/or User Content.

Notwithstanding the foregoing, upon such termination, Herff Jones reserves the right to archive your User Account and/or retain User Content to the extent necessary to comply with legal and/or audit requirements or other applicable data retention policies; provided, however, that any retained User Content will be held in accordance with Herff Jones’s confidentiality obligations herein.

12. DISPUTE RESOLUTION; ARBITRATION AGREEMENT

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

a. Informal Dispute Resolution Procedure. If a Dispute (as that term is defined below) arises between you and Herff Jones, we are committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following email address: legal@herffjones.com. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Herff Jones. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Herff Jones agree to the further Dispute resolution provisions below.

The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

b. Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@herffjones.com. If you are a Herff Jones registered user, any demand initiating arbitration, whether filed by you or Herff Jones, must include the email address you used to register with Herff Jones.

You agree that by using the Websites in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Herff Jones and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “Herff Jones Entities”) arising out of, relating to, or connected in any way with Herff Jones’s website or app or these Terms, including the determination of the scope, enforceability, or applicability of this Arbitration Agreement (as defined below), including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) (“Dispute”) will be resolved exclusively by final and binding arbitration in accordance with this Section 12 (“Arbitration Agreement”). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

c. Class Arbitration and Collective Relief Waiver. YOU AND HERFF JONES ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VI) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS HERFF JONES PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this subpart (iii) and subpart (vi) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, this subpart (iii) or subpart (vi) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Herff Jones shall be entitled to arbitrate their dispute.

d. Arbitration Rules. The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

e. Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in Arlington, Virginia (unless otherwise agreed by the parties). The arbitrator shall apply Virginia law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Herff Jones submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Herff Jones (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

f. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Herff Jones (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Herff Jones and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Herff Jones and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Herff Jones otherwise consents in writing, Herff Jones does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subpart (vi). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (vi) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Herff Jones shall be entitled to arbitrate any claim that is a part of the Mass Filing.

g. Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a NAM mediator selected from an initially proposed group of 5 mediators, with Herff Jones and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected.

The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Herff Jones, the mediator and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Herff Jones or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Herff Jones nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Opt out of arbitration under this Section shall not be construed as opt out of Section 13 titled “Class Action Waiver” below. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

h. Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these Terms and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Warranty Disclaimer” and “Limitation on Liability” Sections of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. Except for decisions in arbitrations that are joined together in a single batch, no individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

i. Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Herff Jones will pay any filing and hearing fees in in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

j. 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to legal@herffjones.com with the subject line, “ARBITRATION OPT-OUT”. The notice must be sent within thirty (30) days of (a) July 31, 2023; or (b) your first use of the Service, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Herff Jones also will not be bound by it.

k. Changes. Herff Jones will provide thirty (30) days’ notice of any material changes to this “Dispute Resolution; Arbitration Agreement” Section. Any such changes will go into effect 30 days after Herff Jones provides this notice and apply to all claims not yet filed regardless of when such claims may have accrued. If Herff Jones changes this “Dispute Resolution; Arbitration Agreement” Section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Service 30 days after such change will be deemed acceptance of those changes.

13. CLASS ACTION WAIVER.

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND HERFF JONES THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

14. JURY TRIAL WAIVER.

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND HERFF JONES AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND HERFF JONES UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES.

15. MISCELLANEOUS.

a. Entire Agreement. These Terms constitute the entire agreement between you and Herff Jones with respect to your use of the Websites, and supersede any prior and contemporaneous agreements between you and Herff Jones on the subject matter.

b. Force Majeure. Under no circumstances will Herff Jones be liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

c. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Websites, or the Terms, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

d. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Herff Jones’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

e. Severability. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect. In the event that any provision is deemed unlawful or unenforceable, you and Herff Jones agree that such provision shall be modified or amended by the court or relevant authority to the extent necessary to render it enforceable, in accordance with the intent of the original provision. The modified provision shall be interpreted so as to reflect the original intent of the parties as closely as possible, while remaining compliant with applicable law.

f. Third-party beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

g. No agency. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of Herff Jones, or to bind Herff Jones in any respect.

h. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Herff Jones. The Agreement may be assigned by Herff Jones without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

i. Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.

j. Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

k. Governing Law and Jurisdiction. To the extent permitted by applicable law, these Terms will be governed and construed in accordance with the laws of the State of Indiana without giving effect to any choice of laws principles that would require the application of the laws of a different jurisdiction. To the extent permitted by applicable law, any action or proceeding arising from, relating to or in connection with these Terms will be brought exclusively in the federal or state courts located in the State of Indiana, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.

16. CONTACT US

For more information, please contact us at legal@herffjones.com.