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HALLMARK MEDIA TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

Please read this Terms of Use Agreement (“Terms”) carefully. These Terms constitute an agreement between Hallmark Media United States, LLC and/or its parent companies, subsidiaries, agents or affiliated companies (collectively, “Hallmark Media,” “we,” or “us”) who owns, operates and/or provides this and other websites, applications, pages on social networks (e.g., Facebook, Twitter, Instagram) and other online or wireless services (each, a “Website” and collectively, the “Websites”), and you.

By accessing and/or using the Websites (e.g., entering into a Promotion (as defined below) through the Websites), you agree that both your access to and use of the Websites are governed by these Terms of Use and Privacy Policy located at www.hallmarkchannel.com/privacy-policy (collectively, the “Terms”), as well as all applicable laws, rules and regulations and rules governing each Promotion. Our Privacy Policy describes how we treat your personal information and how we communicate with you and can be viewed at www.hallmarkchannel.com/privacy-policy.

By completing the registration process, making a purchase, using any of our Websites, browsing any of our Websites, and/or downloading any of our apps, you represent that: (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with Hallmark Media, and (3) you have the authority to enter into this Terms. For clarity, the term "you" refers to the individual or legal entity, as applicable, identified as the user when you complete an account registrations or make a purchase, and in the case of a legal entity, you represent that you are authorized to bind that entity to these Terms.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE OUR WEBSITES.

PLEASE READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. PLEASE NOTE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMIT THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.

These Terms are subject to change by Hallmark Media in its sole discretion at any time. Please regularly check the Websites and apps to view the most recent Terms. We will communicate material changes to these Terms by making them available for your review on our Website and platform. If you access our platform through a mobile device, we may also communicate changes through updated versions of the platform software. The date that these Terms were last modified can be found at the end of these Terms. The modified Terms will become effective and govern your use of the Websites upon the date and time they are posted to our Website.

If any change materially limits the availability of the Websites, then in addition to posting the revised Terms, if required by applicable law, we will communicate this limitation by sending an email to the address associated with your account. As such, it is important that you keep your account information up to date.

If you do not agree to any change(s) to these Terms, you shall stop using our Websites. Otherwise, your continued use of any of our Websites constitutes your acceptance of such change(s).

RESTRICTION ON USE OF MATERIALS
All materials on the Websites ("Materials"), including, without limitation, images, names, photographs, graphics, logos, characters, illustrations, artwork, recipes, instructions, stories, synopsis, literary material, audio and video, are protected by copyright, trademark and other laws and may only be used for your personal non-commercial purposes. You may not copy, reproduce, download, republish, duplicate, distribute, upload, modify, post or transmit Materials in any way. You are also prohibited from creating materials that are based on and/or derived from Materials.

CODE OF CONDUCT
While using any of the Websites or submitting any Posting (as defined below), you agree to comply with the following standards and agree not to:

(1) create a false identity or impersonate any person;

(2) create any posts, user names, or subject lines containing profanity, sexually graphic or offensive language;

(3) post or transmit any content or message that is false, inaccurate, misleading, disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, vulgar, inciteful, racist, homophobic, gender identity and orientation or otherwise objectionable;

(4) engage in rude, unlawful, harassing, vulgar, obscene, hateful, threatening, abusive, inciteful or otherwise objectionable behavior;

(5) use any of the Websites or Materials for any unlawful purpose or in any manner not intended by Hallmark Media or as contemplated in the Terms or on any Website;

(6) suggest, illicit or encourage any illegal activity;

(7) transmit any material, non-public information about any company without the express authorization to do so; or

(8) transmit any advertisements or solicitations or other unsolicited or unauthorized commercial or promotional content, materials or communication.

WEBSITES POSTINGS
You agree that by posting, submitting or transmitting any materials, including, without limitation, images, names, photographs, graphics, logos, characters, illustrations, stories (fictional or nonfictional), artwork, recipes, instructions, synopsis, literary material, inquiries, opinion, suggestions, audio and video, on the Websites for any purpose (including, without limitation, to enter a Promotion (as defined below)) ("Postings"), you are granting to Hallmark Media, and to anyone authorized by Hallmark Media, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to display, use, copy, modify, broadcast, transmit, sell, exploit, create derivative works from and/or distribute such Posting, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose as we see fit in our sole and absolute discretion, with or without any advance notice or compensation. The foregoing grant shall include the right to exploit any proprietary rights in a Posting, including, but not limited to, rights under copyright or trademark, under any relevant jurisdiction. You are not entitled to any compensation for submitting any Posting on the Websites or any use of such Posting by us in our sole and absolute discretion. By submitting a Posting, you represent and warrant that (1) you own or otherwise control all of the rights to your Posting, including, without limitation, all copyrights and/or other intellectual property; (2) your Posting does not infringe any third party’s intellectual property or other right or violate the Terms; (3) your Posting will not cause injury or damage to any person, entity or property; (4) your Posting is accurate; and (5) you grant Hallmark Media consent to use your name, likeness, photograph, voice and/or opinions (and have obtained the same consent from any individual appearing in your Posting) for any purpose in any media, worldwide, without further payment or consideration to you or any third party. Hallmark Media takes no responsibility or assume any liability for any Posting and has the option, but not the obligation, to monitor, edit or remove any Posting. Hallmark Media has no obligation to use any Posting.

UNSOLICITED SUBMISSIONS
We receive many unsolicited ideas, suggestions or creative materials. However, it is our policy not to accept such unsolicited submissions to avoid any possibility of misunderstanding in the event that projects developed by us might seem to others to be similar to their own creative work. We do not review any unsolicited submission and the same will be returned to sender or destroyed.

SWEEPSTAKES/GIVEAWAYS/CONTESTS/PROMOTIONS
From time to time, we offer or allow you to participate in promotions, free trial offers, giveaways, contests or sweepstakes (each, a “Promotion,” collectively, the “Promotions”) announced on our Websites or channels. If you choose to participate in a Promotion, we may collect your personal information, such as your name, address, age, birthdate, credit card number, telephone number, name of your cable provider, email address or other information. Participation in certain Promotions may be subject to specific official rules governing such Promotions, which may be announced in connection therewith. Regardless of whether or not specific rules are announced separately, all Promotions will be controlled by the Terms. As a condition to receiving any award or prize in connection with a Promotion, you may be required to provide additional personal information (such as, your social security number) and to sign a release, affidavit or waiver. Decisions of Hallmark Media shall be final in all matters relating to the Promotions.

Winner(s) will be selected in a random drawing taking place on or about the date publicized by us from among all eligible entries received during the entry period. Prize award is subject to verification of eligibility and compliance with the Terms. Potential winner will be confirmed via email and/or phone and may be required to sign and return, within a specified period of notification, Affidavit of Eligibility, IRS Form W-9, Liability Waiver, and where allowable, a Publicity Release (collectively, "the Releases"). Failure to return any of the Releases required by us could result in forfeiture of the prize. If (1) prize notification is returned as undeliverable, (2) potential winner cannot be contacted, (3) potential winner is found to be ineligible or not in compliance with these rules, and/or (4) potential winner cannot or unwilling to accept or receive the prize (or any part thereof) for any reason, such potential winner may be disqualified and the prize may be awarded to an alternate winner. Winner will be solely responsible for all expenses associated with using the prize, unless otherwise specified in specific official rules. Winner must accept the prize as stated and “as-is” or prize may be forfeited and may be awarded to an alternate prize winner. Any difference between the stated ARV of a prize (if ARV is required to be specified) and the actual value of a prize will not be awarded to the prize winner. Prizes are non-transferable in whole or in part except at the discretion of us. No substitution or cash redemption will be awarded except at the discretion of us. We reserve the right to substitute a prize (or component thereof) in the event a prize is unavailable for any reason whatsoever. Winner shall bear all risk of loss or damage to prize upon being awarded to winner and we do not have any obligation or responsibility to replace prize if lost, damaged or stolen. We have not made nor in any manner are responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any prize thereof, including, but not limited to, its quality, condition, appearance, safety, performance. We are not responsible for any fees, costs, or additional charges resulting from you entering and participating in a Promotion and/or being awarded and/or receiving and/or using a prize. Non-winning entrants will not be notified. Odds of winning a prize depend on the number of eligible entries received.

1. By participating, entrants (and his/her parents/legal guardian if winner is a minor) agree to hold Hallmark Media, its agencies, its prize providers, affiliates, cable providers, social network (e.g., Facebook, Twitter, Instagram) and their respective parents, subsidiaries, affiliates, and advertising and promotion agencies, prize suppliers and all of their respective directors, officers, employees, assigns and agents (collectively, “Released Parties”) harmless from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in a Promotion or receipt or use or misuse of any prize. Acceptance of prize constitutes granting permission to Hallmark Media and its designees to use winner’s name, likeness (and biographical information) for advertising, marketing and other purposes in any and all media, now or hereafter devised, in any manner, worldwide in perpetuity, without further compensation, notification or right of approval, unless prohibited by law. The Released Parties are not responsible for (1) any incorrect or inaccurate information, whether caused by entrant, printing errors or by any of the equipment or programming associated with or utilized in the Promotions, (2) technical failures of any kind, including, but not limited to, malfunctions, interruptions, or disconnections in phone lines or network hardware or software, (3) unauthorized human intervention in any part of the entry process or the Promotions, (4) technical or human error which may occur in the administration of the Promotions or the processing of entries, (5) late, lost, undeliverable, damaged or stolen mail or (6) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Promotions or receipt or use or misuse of any prize. Released Parties are not responsible for misdirected or undeliverable entries or for any technical problems, malfunctions of computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. Released Parties are not responsible for any typographical, clerical, logistical or other error in entries, selection announcement or for any liability for damage to any computer system resulting from participation in, accessing or downloading information in connection with a Promotion. If for any reason an entrant's Promotion entry is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, entrant’s sole remedy is another entry in such Promotion, provided that, if it is not possible to award another entry due to discontinuance of such Promotion, or any part of it, for any reason, Released Parties, in their sole discretion, may elect to hold a random drawing from among all eligible entries received up to the date of discontinuance for any or all of the prizes offered herein. No more than the stated number of prizes will be awarded. In the event that production, technical, seeding, programming or any other reasons cause more than the stated number of prizes to be available and/or claimed, Released Parties reserve the right to award only the stated number of prizes by a random drawing among all legitimate, un-awarded, eligible prize claims. We reserve the right to cancel, suspend and/or modify a Promotion, or any part of it, if any fraud, technical failures or any other factor beyond our reasonable control impairs the integrity or proper functioning of the Promotion or for any other reason, as determined by us in our sole discretion. We, in our sole discretion, reserve the right to disqualify any individual it finds to be tampering with the entry process or the operation of the Promotion or to be acting in violation of the Terms or any other promotion or in an unsportsmanlike or disruptive manner. If disqualified, no prize may be awarded or prizes may be awarded in a random drawing using all non-suspect, eligible entries received as of the date of termination. We may demand the winner of a Promotion to immediately return any prize (or the value of the prize) which has been or may be awarded if any statement made by such winner to us is false or if such winner is disqualified for any reason. Any attempt by any person to deliberately undermine the legitimate operation of the Promotion may be a violation of criminal and civil law, and, should such an attempt be made, we reserve the right to seek damages from any such person to the fullest extent permitted by law. Our failure to enforce any term of the Terms shall not constitute a waiver of that provision. In the event a dispute arises as to the identity of a potentially winning online entrant, entries made by internet will be declared name on the online entry form. No Promotion conducted on a social network (e.g., Facebook, Twitter, Instagram) is in any way sponsored, endorsed or administered by, or associated with such relevant social network. All applicable federal and state laws apply. Any federal, state and local taxes resulting from acceptance and use of prize are the responsibility of the winner. Unless otherwise set forth in specific rules for a particular Promotion, Promotions are only open to persons who are as of the date of entry 21 years of age and legal residents of and physically located within the 48 contiguous United States. Any prize awarded as part of a Promotion will be shipped only within the United States.

LINKED THIRD PARTY WEBSITES AND ADVERTISERS
The Websites may contain links to third party websites (“third party websites”). The content on third party websites is not under the control of Hallmark Media. Hallmark Media is not responsible for any content of third party websites or for any information, materials or any form of transmission or communication received by you from any third party website, nor is Hallmark Media responsible if the third party website is not functioning properly. Hallmark Media provides to you links to third party websites merely for your convenience. The inclusion of any link on the Websites does not imply endorsement by Hallmark Media of any third party, third party website or any association with the operators of such website. You are responsible for viewing and abiding by the privacy statements and terms of use posted on the third party website. Any dealings with third parties, such as advertisers or vendors, included within the Websites or participation in promotions involving the delivery of and payment for goods and services, or any other terms, conditions, warranties or representations associated with such third parties, are solely between you and that third party. Hallmark Media is neither responsible nor liable for any part of such dealings or promotions.

DISCLAIMER OF WARRANTIES
While we try to optimize the performance of the Websites, your use of the Websites and any Materials and services provided through the Websites are entirely at your own risk. The Websites are provided "AS IS" and without warranties of any kind whether express or implied. To the fullest extent allowable by law, we disclaim all warranties, either express or implied, including, without limitation, implied warranties of title, non-infringement, accuracy, merchantability and fitness for a particular purpose. We do not warrant that the functions contained on the Websites will be uninterrupted, error-free, virus-free, free from other defects or that such defects will be corrected. The information supplied is intended to serve as entertainment and/or an educational supplement and is in no way to be considered advice. No opinion, advice or statement of Hallmark Media or its affiliates, licensors, suppliers, advertisers, sponsors, agents, members of other users of the Websites, whether made on the Websites, in the Materials or otherwise, shall create any warrant.

LIMITATION OF LIABILITY
NEITHER HALLMARK MEDIA NOR ANY OF OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, DISTRIBUTOR, AGENTS, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITES AND/OR MATERIALS, POSTINGS, ANY THIRD PARTY LINKED WEBSITE OR ANY CODE, PRODUCT OR SERVICE PURCHASED, ACCESSIBLE OR USABLE THROUGH THE WEBSITES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITES, MATERIALS, POSTINGS, PRODUCTS OR ANY LINKED WEBSITE IS TO STOP USING THE WEBSITES, MATERIALS, POSTING, PRODUCTS OR LINKED WEBSITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO HALLMARK MEDIA FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO HALLMARK MEDIA, IF ANY, TO ACCESS OR USE THE WEBSITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND HALLMARK MEDIA OR A REPRESENTATIVE OF HALLMARK MEDIA CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER OR CREATES ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

INDEMNITY
You agree to indemnify, defend and hold harmless Hallmark Media, our parent companies, subsidiaries, affiliates, distributor, agents, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, from and against any and all claims, damages, losses, costs (including without limitation, reasonable attorneys’ fees and expenses) and other expenses that arise directly or indirectly out of or from (1) your breach of the Terms; (2) any allegation that any Posting or other information you submit to us or transmit to the Websites infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other right of any third party; (3) your access to and use of the Websites; and/or (4) any claim that any Posting caused damage or loss to a third party, including, without limitation, libel, defamation, loss of or harm to reputation or any other damage whatsoever.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Please use the following procedure to notify us if you believe in good faith that any Material contained on the Websites infringes your copyright.

Pursuant to Title 17 of the United States Code, Section 512(c)(3), a notification of claimed infringement must be a written communication provided to the designated agent (please see designated agent's information below) of service provider that includes substantially the following:

(1) physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site is covered by a single notification, a representative list of such works at that site;

(3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

(4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(5) statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(6) statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification should be sent to the designated agent as set forth below:

Hallmark Media
Designated Agent
Legal Division
Hallmark Cards, Incorporated
2501 McGee Trafficway
MD 339
Kansas City, MO 64108
Phone: 1-816-274-5583
Email: trademark@hallmark.com

DISPUTE RESOLUTION AND BINDING ARBITRATION
PLEASE READ THIS SECTION (“Arbitration Agreement”) CAREFULLY. THIS ARBITRATION AGREEMENT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR COLLECTIVE ACTION.

Applicability of Arbitration Agreement . YOU AND HALLMARK MEDIA AGREE THAT ANY DISPUTE (AS DEFINED BELOW) OR CLAIM RELATING IN ANY WAY TO YOUR ACCESS OR USE OF THE WEBSITES, TO THESE TERMS OR ANY SUPPLEMENTAL TERMS (INCLUDING THEIR INTERPRETATION, VALIDITY, TERMINATION OR BREACH), OR TO ANY WEBSITES, OR TO ANY ASPECT OF YOUR RELATIONSHIP WITH HALLMARK MEDIA, WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that (1) you or Hallmark Media may assert claims in small claims court if your or our claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Hallmark Media may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of this agreement.

BY AGREEING TO ARBITRATION, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST HALLMARK MEDIA ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST HALLMARK MEDIA IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

This Arbitration Agreement Applies to any “Dispute.” For the purposes of this Arbitration Agreement, “Dispute” shall include, but is not limited to, any claim or controversy between you and Hallmark Media that is related in any way to these Terms, your use of the Websites, including, but not limited to, your use of the site, sales, returns, refunds, cancellations, defects, policies, privacy, advertising, and/or communications between you and Hallmark Media, even if the Dispute arises after the termination of your relationship with Hallmark Media. “Dispute” also includes, without limitation, claims that (a) you bring against our employees, agents, affiliates, or other representatives; (b) Hallmark Media brings against you; (c) in any way relate to or arise out of any aspect of the relationship between you and Hallmark Media, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before you entered into these Terms or out of a prior agreement with Hallmark Media (including, without limitation, claims relating to advertising); (e) are subject to ongoing litigation where you are not a party or a class member; and/or (f) arise after the termination of these Terms. “Dispute,” however, does not include disagreements or claims concerning patents, copyrights, trademarks, trade secrets, claims of piracy, or unauthorized use of intellectual property, which shall not be subject to arbitration or the notice and informal process described below. The arbitrator shall decide all issues except (1) those that are specifically addressed herein, (2) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement, and (3) any issues arising from or relating to the arbitrability of any Dispute, all of which are for a court of competent jurisdiction to decide. These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency.

Pre-Arbitration Informal Dispute Resolution . You and Hallmark Media agree to make a good faith effort to resolve any dispute informally prior to you or Hallmark Media initiating an arbitration proceeding. You or Hallmark Media must first send a written notice to the other party providing a detailed description of the Dispute; your or our name and contact information (address, telephone number, email address, and account number if applicable); sufficient information to enable you or us to identify any transaction at issue; and a detailed description of (1) the nature and basis of any claims and (2) the nature and basis of the relief sought (including a detailed calculation of any financial relief sought). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). Our notice to you must be personally signed by a Hallmark Media representative (and our attorney if we are represented by legal counsel).

Your notice to Hallmark Media should be sent to our registered agent CT Corporation System, 112 SW 7th Street, Suite 3C, Topeka, KS 66603, with a copy to Hallmark Media at 12700 Ventura Blvd., Suite 200, Studio City, CA 91604 (ATTN: General Counsel). Our notice to you will be sent to the most recent contact information that you have provided to us.

For a period of 60 days from the date of receipt of a completed notice from the other party, you and we will work together using reasonable, good-faith efforts to try to resolve the Dispute. If requested by us in connection with a notice initiated by you, you must personally participate in an individualized telephone settlement conference (and if you are represented by an attorney, your attorney may also participate) to discuss a potential resolution. If requested by you in connection with a notice initiated by us, a Hallmark Media representative must personally participate in an individualized, telephone settlement conference (and if we are represented by an attorney, our attorney may also participate). If the Dispute is not resolved within this 60-day period (which period can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.

Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.

If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such sufficiency may be decided by a court of competent jurisdiction at either party's election, and any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief with a process arbitrator (as applicable) or in arbitration.

Arbitration Rules and Forum . The Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement, and govern the interpretation and enforcement of this Arbitration Agreement.

To begin an arbitration proceeding, you must send an arbitration demand to the American Arbitration Association (“AAA”), adr.org, 1.800.778.7879 (for any claim), with a copy to our registered agent CT Corporation System, 112 SW 7th Street, Suite 3C, Topeka, KS 66603, with a copy to Hallmark Media at 12700 Ventura Blvd., Suite 200, Studio City, CA 91604 (ATTN: General Counsel).

The arbitration demand must be accompanied by a certification personally signed by you (and your attorney, if you are represented by legal counsel) if you are initiating the arbitration or by representative of Hallmark Media (and our attorney, if we are represented by counsel) if we initiate the arbitration. Such statement must state that you or we, as applicable, satisfied the pre-arbitration informal dispute resolution process. By signing the certification, the attorney represents that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (1) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on the parties and/or their counsel.

The arbitration will be conducted by and in accordance with the applicable rules of the AAA, and any supplementary rules, such as the AAA Mass Arbitration Supplementary Rules (as applicable), as modified by this Arbitration Agreement. If the AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Agreement, the parties shall make a good faith effort to agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with this Arbitration Agreement.

Payment of all filing, administration and arbitrator fees will be governed by AAA’s applicable rules, including the Consumer Arbitration Rules and Mass Arbitration Supplementary Rules (as applicable), as modified by this Arbitration Agreement. AAA’s rules may be found on its website, adr.org, or by contacting AAA. If the arbitrator finds that you cannot afford to pay the AAA filing, administrative, hearing and/or other fees and cannot obtain a waiver from the AAA, Hallmark Media will reimburse them for you. Notwithstanding anything to the contrary herein, if Hallmark Media is required to pay your portion of the arbitration fee for this Arbitration Agreement to be enforceable, it shall do so. To the fullest extent permissible by law, the cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply, and shall be enforced by the arbitrator after the entry of an award.

Except as specifically provided herein, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location, except any Dispute over $25,000 shall have an in-person or video hearing. You and Hallmark Media reserve the right to request a hearing in any matter from the arbitrator. You and Hallmark Media agree that your respective representatives will personally appear at any hearing (along with your respective legal counsel, if the parties are represented by legal counsel). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed-upon location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and Hallmark Media agree that we have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, either party may negotiate with the AAA for reduced or deferred arbitration fees, and you and Hallmark Media agree that the parties (and your and our counsel, if you and we are represented by legal counsel) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

Authority of Arbitrator . The arbitration will be conducted by a single arbitrator. The arbitrator will apply and be bound by these Terms as a court would, and will adjudicate any Dispute according to applicable law and facts based upon the record, and not based upon any other basis. The arbitrator will decide the rights and liabilities, if any, of you and Hallmark Media. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us, but shall have no preclusive effect in any other arbitration or proceeding involving a different party.

Additional Procedures for Mass Arbitration . If twenty-five (25) or more similar claims are asserted against Hallmark Media by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you and Hallmark Media agree that these additional procedures set forth in this subsection will apply. You and Hallmark Media also understand and agree that, such event, the resolution of the Dispute might be delayed.

You and Hallmark Media also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Counsel for the claimants and counsel for Hallmark Media shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a staged process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, and Hallmark Media shall pay the mediator's fee.

If the parties are unable to resolve the remaining matters in mediation at this time, each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second staged process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a staged process unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, and Hallmark Media shall pay the mediator's fee.

If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by the AAA in staged sets, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, Hallmark Media agrees to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims.

Any applicable limitations periods (including statutes of limitations) and any arbitration fee deadlines shall be tolled for claims subject to these additional procedures from the time the first cases are selected to proceed until the time your case is selected, withdrawn, settled, or otherwise resolved.

Each arbitrator shall endeavor to issue their award within 120 days of their appointment or as swiftly as possible while ensuring fairness to the parties.

Counsel for the parties will meet and confer throughout this process in an effort to informally resolve the remaining claims, streamline procedures, address the informal exchange of information, modify the number of claims to be adjudicated in any given set of staged proceedings, and ensure the process remains fair and efficient for all parties.

A court of competent jurisdiction will have the authority to enforce this “Additional Procedures for Mass Arbitration” section of the Arbitration Agreement, including by enjoining the mass filing, the prosecution or administration of arbitrations, or the assessment or collection of AAA fees.

This subsection of the Arbitration Agreement and each of its requirements are intended to be severable from the rest of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the staging process in this subsection is not enforceable, then the claims may be filed in arbitration and the payment of AAA filing, administration, case-management, hearing, and arbitrator fees will be assessed as the arbitrations advance and arbitrators are appointed rather than when the arbitrations are initiated. You and we also agree that should the staging process in this subsection be deemed not enforceable as set forth above, your counsel and our counsel will work together in good faith, including with the assistance of a process arbitrator, to develop streamlined procedures for the adjudication of claims to reduce the costs and maximize the efficiency of arbitration.

Waiver of Jury Trial. YOU AND HALLMARK MEDIA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Hallmark Media are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified herein. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Consolidated Actions . YOU AND HALLMARK MEDIA WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN COURT TO THE FULLEST EXTENT PERMISSIBLE BY LAW. UNLESS YOU AND WE AGREE OTHERWISE, ALL DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER, EXCEPT AS DESCRIBED IN SUBPARAGRAPH (e), ABOVE. In the event that either this subparagraph or is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth below.

Severability . If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

Survival of Agreement . This Arbitration Agreement will survive the termination of your relationship with Hallmark Media.

Future Modifications to this Section Regarding Binding Arbitration: Notwithstanding any provision to the contrary, we agree that if Hallmark Media makes any future changes to this Arbitration Agreement section (other than a change to the mailing or email address), you may reject any such change by sending us written notice personally signed by you within thirty (30) days of the change to the address provided above. This is not an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement section.

CHANGES TO TERMS OF USE
We reserve the right to change the Terms at any time without any notice to you, which changes will be effective immediately upon posting of revised Terms. Your continued use of the Websites following the posting of revised Terms will mean you have accepted such Terms.

TERMINATION OF ACCOUNT
Hallmark Media has the sole discretion to delete, suspend, terminate or close your user account, with or without prior notification to you, for any or no reason.

Updated: May 9, 2024

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