Terms of Service

Last Updated: January 13, 2026

Morning Brew, Inc. (“Morning Brew” or “we”, “our” or “us”) operates the Morning Brew services, which include our podcasts, newsletters, websites, the Morning Brew Store, mobile apps and related social media pages (collectively, the “Services”).

These Terms of Service form part of the overall “Agreement” between you and us, which also includes:

(1) our Privacy Policy, which explains how we collect and use your information; and

(2) our Shipping, Refunds and Returns Policy, which applies to orders you make at the Morning Brew Store.

By using the Services, you agree to be bound by this Agreement.

We may modify this Agreement from time to time and such modification will be effective upon posting on the Services. You will be deemed to have agreed to any such modifications by your further use of the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the Services immediately.

Important: These Terms require all disputes between us to go through binding arbitration instead of government court.By accepting these Terms, you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions.You can opt-out of arbitration for thirty (30) days after you first accept these Terms—see opt-out under Dispute Resolution below.

1. CONTENT

Proprietary Rights

1. With the exception of content posted by users of the Services (“User Content”), all materials contained on the Services, including all content, and the sound, audio, software, graphics, text and look and feel of the Services, and all trademarks, copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by Morning Brew, our subsidiaries or affiliated companies, contributors, our third party licensors, and/or our advertising partners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the Services, in whole or in part, unless specifically stated otherwise. Subject to your compliance with this Agreement and any other relevant policies related to the Services, we grant you a non-exclusive, non-transferable, revocable limited license, subject to the limitations herein, to access and use the Services and Proprietary Materials solely for your own non-commercial personal entertainment purposes consistent with the intended purpose of the Services. You agree not to use the Services for any other purpose.
2. You may be able to post, upload, or submit content to be made available through the Services (“Your Content”). As a condition of your use of the Services, you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from Your Content. This license continues even if you stop using the Services or terminate your account. You also agree that (a) the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services, and (b) we have the right to make any of Your Content available to third parties, so that those third parties can distribute, make derivative works of, comment on and/or analyze your Content on other media and services (either alone or as part of a collective work). By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

Third-Party Content & User Content

1. You acknowledge that the Services may include content provided by users. Any opinions, advice, statements, judgments, services, offers, or other information that constitutes part of the content expressed or made available by third parties, including content posted by our contributors or User Content, are those of the respective authors and not of Morning Brew or its affiliates or any of their officers, directors, employees, or agents. While we retain the right to filter or reject User Content and other content posted by third parties, we review User Content and other third party content in a limited gate-keeper fashion and have no obligation to investigate whether any content or other User Content violate any term of this Agreement and will not do so in most cases. We neither endorse nor are responsible for the User Content or any other content posted to the Services by anyone other than Morning Brew.
2. Just as you retain complete ownership of Your Content (subject to the license to us granted above), all other users of the Services retain ownership of their User Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any User Content in whole or in part.

2. CONDUCT

You, as a user, agree to use the Services only for lawful purposes. Without limiting anything else above, specific prohibited activities include, but are not limited to:

1. depicting, encouraging or partaking in criminal or tortious activity, including fraud, trafficking in obscene or illegal material, drug dealing or using, underage drinking, gambling, violence, harassment, stalking, spamming, spimming, sending of viruses or other harmful files,
2. depicting, encouraging or partaking in dangerous activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
3. posting, uploading or sharing content that violates any of the prohibitions herein or that constitutes copyright infringement, patent infringement, or theft of trade secrets;
4. attempting to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
5. using any software that intercepts, mines, or otherwise collects information about other users or copies and stores any Proprietary Materials (as defined below);
6. using or attempting to use any automated device, software, process, or means (including, but not limited to, spiders, robots, crawlers, scrapers, or data mining tools) to access, retrieve, index, or extract any content or Proprietary Materials from the Services, or otherwise systematically collect or store Services content or Proprietary Materials, without our express prior written consent;
7. using any Proprietary Materials, User Content, or any other content or data from the Services for the development, training, or improvement of any artificial intelligence or machine learning models, algorithms, or related technologies, without our express prior written consent;
8. interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
9. attempting to impersonate another user or person;
10. soliciting personal information from anyone under 18;
11. collecting, harvesting, soliciting or posting personally identifiable information about anyone other than yourself;
12. using information obtained from the Services in order to harass, abuse, or harm another person, whether a user or a contributor;
13. using the Services a commercial manner.

You represent and warrant that neither your actions on the Services nor Your Content will violate any of the prohibited conduct described above.

3. LINKS

The Services may contain links or otherwise direct you to websites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site.

We reserve the right to disable links to third party sites.

4. CERTAIN SERVICES

Morning Brew Store

If you order physical or digital products or services through the Services (“Offerings”)from the Morning Brew Store, the following terms apply:

1. Products. We have made every effort to display as accurately as possible the colors and images of Offerings that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate. We reserve the right to limit the quantities of any Offerings. All descriptions of Offerings are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any Offering at any time. Any offer for any Offering made on this site is void where prohibited.
2. Orders. We use third-party partners to facilitate the Morning Brew Store, particularly with respect to inventory, order and payment management.
   1. Acceptance. Once we receive your order for an Offering, we will provide you with an order confirmation via email. Clicking the "View Order Status" button in that email will take you to your order status page, where you can view order status and tracking information. However, neither our receipt of an order for an Offering, nor an order confirmation, indicates our acceptance of your order; we reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount.
   2. Order Processing. The warehouse processing times are different for each item in your order. Most in-stock orders are currently shipped within six to ten (6-10) business days following order placement unless otherwise stated in the products shipping description page, and in your confirmation email next to each item.
   3. Since each purchased item requires a specific warehouse processing time certain products may delay shipment of your entire order. Estimated shipping times displayed at checkout do not include processing time. Orders received after 2 pm EST will begin processing the next business day. Saturday and Sunday orders will begin processing on the following Monday, excluding federal holidays. Once your order is on its way, you'll receive a second shipping notification via email with tracking details and it will be marked as "Shipped" or "Delivered" once it arrives.
   4. Order Changes. We process orders very quickly in order to ensure the fastest delivery possible. If your order has not started processing, we will do our best to accommodate all update requests that include address changes or order cancellations. Once your order has gone into a processing queue with our distribution center, we cannot make any changes outside of an address update or cancellation. Please check all information very carefully before placing your order. If you discover a mistake with your address, please contact us ASAP with the correct address.
3. Payment. You acknowledge and agree that all information you provide with regards to a purchase of Offerings, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. To the extent that we are required by law to charge and collect taxes on Offerings, such taxes are charged based on the tax laws applicable to the location to which the order is being shipped or delivered. At checkout, all appropriate taxes will be added to the order total. The tax amount displayed during checkout is an estimate. This amount may vary slightly from the actual amount of tax payable in connection with your order due to different tax rates which apply as a result of the origin and destination of the item(s) being purchased, as well as other factors. When you purchase Offerings, you (a) agree to pay the price for such Offerings as set forth in the applicable Service, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us to charge your credit card or other payment method for the Full Purchase Amount. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility.
4. Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that we establish. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us at any time for any reason without liability to us; (e) may only be used pursuant to the specific terms that we establish for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
5. Shipping, Returns and Refunds. Please review our Shipping, Returns and Refunds Policy for terms applicable to those aspects of orders for Offerings. We reserve the right to ship partial orders (at no additional cost to you), the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third party couriers. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. Online tracking may be available at our courier’s website (for example, FedEx), though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific date or time.

Special Promotions

We may offer you the chance to participate in drawings, contests, giveaways, and promotions (“Special Promotions”) through the Services. By registering for a Special Promotion, you agree to the official rules that govern that Special Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Special Promotion to use your name, voice and/or likeness in advertising or marketing associated with the Special Promotion. If you choose to enter a drawing, contest or other promotion, personally identifiable information may be disclosed to third parties or the public in connection with the administration of such Special Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Special Promotion’s official rules, such as on a winners list.

5. THIRD-PARTY COMPANIES AND PROVIDERS

The Services may enable you to request and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the Services.

In addition, the Services may prompt you to establish an account with a third party service provider not owned or operated by us. Your agreement and understanding with any such third party service provider is solely between you and such service provider. Any disputes you may encounter with such third party service provider must be settled solely between you and the service provider.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

THE SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY THIRD-PARTY PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF THE SERVICES WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, OR SERVICE, PROVIDED THROUGH THE SERVICES; OR (IV) THAT THE SERVERS, OR EMAILS SENT FROM OR ON BEHALF OF US, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MORNING BREW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTIONS OF ITS USERS OR THE CONTENTS OF ANY USER CONTENT.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SERVICES OR THE PURCHASE OF ANY PRODUCT THEREFROM, EVEN IF WE OR SUCH PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID US IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES AND TERMINATE YOUR ACCOUNT.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

7. LEGALITY

You are subject to all laws of the state(s) and countries in which you reside and from which you access the Services and are solely responsible for obeying those laws. You agree we cannot be held liable if laws applicable to you restrict or prohibit your participation. We make no representations or warranties, implicit or explicit, as to your legal right to participate in any Services, contests, sweepstakes or tournaments offered through the Services nor will any person affiliated, or claiming affiliation with the Services have authority to make any such representations or warranties.

8. APPLICABLE LAW; JURISDICTION

The Services are created and controlled by us in the State of New York. As such, the laws of the State of New York will govern this Agreement, without giving effect to any provisions of New York law that direct the choice of another state’s laws.

Subject to the Binding Arbitration section below, you hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the federal and state courts in New York, New York for any litigation arising out of or relating to use of or purchase made through the Services (and agree not to commence any litigation relating thereto except in such courts).

9. DISPUTE RESOLUTION

In the event of a dispute, you and Morning Brew agree to try to resolve it informally first. If we can’t resolve it in 60 days, we agree to arbitrate the claim, instead of going to court.You may opt-out of arbitration within 30 days of first accepting this Agreement, as explained below.

You agree to resolve disputes with Morning Brew through binding arbitration, except as described in this Dispute Resolution section (the “Arbitration Clause”). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action.Similar disputes may, however, be grouped as a Mass Filing in arbitration.

You may opt-out of arbitration under Opt-Out below within thirty (30) days of first accepting these Terms.

Covered Disputes.You and Morning Brew agree that any dispute or claim between you and Morning Brew arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court. A Dispute includes any claim or dispute relating to the Services, access and use of the Services, your Account, or any aspects of your relationship or transactions with Morning Brew. A Dispute also includes any claims or disputes that arose from or involve facts that occurred before the effectiveness of this Agreement and claims that may arise after its termination.For clarity, nothing in this Arbitration Clause prevents either party from settling any Dispute(s) on a class-wide, batch-wide or other multiparty basis.

Exceptions to Arbitration. This Arbitration Clause does not require arbitration of the following types of claims brought by either you or Morning Brew:

• small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and
• claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to send an individualized request (“Pre-Arbitration Demand”) to [email protected] so that we can work together to resolve the Dispute.

• A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.
• The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; and (iii) a description of your Dispute.
• Likewise, if Morning Brew has a Dispute with you, Morning Brew will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account or your use of Morning Brew.
• If the Dispute is not resolved within sixty (60) calendar days of the submission of a Pre-Arbitration Demand, an arbitration can be brought.

This Informal Dispute Resolution First section is a condition precedent to commencing arbitration. The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

This Informal Dispute Resolution First section does not apply to claims brought under any Exceptions to Arbitration.

18-Month Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Arbitration Clause (with the exception of disputes under Exceptions to Arbitration for claims pertaining to intellectual property rights including trademarks, trade dress, domain names, trade secrets, copyrights and patents), must be filed within eighteen (18) months after such claim or cause of action arose. Otherwise, that claim or cause of action will be permanently barred.The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Informal Dispute Resolution First at 0 above.

Opt-Out. You may reject this Arbitration Clause and opt out of arbitration by sending an email to [email protected] within thirty (30) calendar days of first accepting these Terms. If you have an Account, your opt-out notice must be sent from the email address associated with your Account. No one may opt-out another person. Your notice to opt-out must include your first and last name, address, the email address associated with your Account (if you have an Account), and a clear statement that you decline this Arbitration Clause.

Arbitration Procedure. If, after completing the Informal Dispute Resolution First process, either you or Morning Brew wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the Morning Brew address in Informal Dispute Resolution First. Morning Brew will send any arbitration demand to the email address associated with your Account or to your counsel, if any. You and Morning Brew agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Clause.If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.

The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative:

• Comprehensive Dispute Resolution Rules and Procedures, and
• where applicable, its Mass Filing Supplemental Dispute Resolution Rules and Procedures, in each case as available at https://www.namadr.com/resources/rules-fees-forms.

This Arbitration Clause will govern to the extent it conflicts with the arbitration provider’s rules.

• If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.

Arbitration hearings will take place through videoconferencing, unless you and Morning Brew agree upon another location in writing.A single arbitrator will be appointed.

Arbitration Costs & Scope.

• Costs. Except as provided for in a Mass Filing under Batch Process below, your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.
• Scope. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction over the dispute.An arbitration award will have no preclusive effect in another arbitration or court proceeding involving Morning Brew and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration.However, a court has exclusive authority to rule on the waiver under Class Action Waiver, including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.
  • If a request to proceed in small claims court (under Exceptions to Arbitration), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court.

Jury Trial Waiver. You and Morning Brew agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Morning Brew are instead electing that all Disputes will be resolved by arbitration under this Arbitration Clause, except as specified under Exceptions to Arbitration above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

Class Action Waiver. You and Morning Brew agree that, except as specified under Batch Process below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.

• The parties agree to waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.
• Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.
• Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final nonappealable decision, that the limitations of this Class Action Waiver section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Morning Brew agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in the Governing Law; Forum section.

Batch Process. To increase the efficiency of administration and resolution of arbitrations, you and Morning Brew agree that if 25 or more arbitration demands of a substantially similar nature are filed within a 180 day period (“Mass Filing”):

• to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (“Batches”), with only one Batch filed, processed, and adjudicated at a time;
• to designate one arbitrator for each Batch;
• to accept applicable fees, including any related fee reduction determined by NAM in its discretion;
• that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior Batch is filed, processed, and adjudicated;
• that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Morning Brew and the claimants, will only be due after your demand for arbitration is included in a Batch that is properly designated for filing, processing, and adjudication; and
• that the Batch process will continue until each demand (including your demand) is adjudicated or otherwise resolved.

• Tolling. Any statutes of limitation, including the requirement to file within eighteen (18) months at 18-Month Filing Deadline below, will remain tolled while any arbitration demands are held in abeyance. While the Batches are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider.
• Speed. The parties will work in good faith with the arbitrator to complete each Batch within 120 calendar days of its initial pre-hearing conference. The parties agree that the Batch process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.
• If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance. Neither you nor Morning Brew will be responsible for or cause the arbitration provider to issue invoices for any filing, case management, arbitrators’ services, or other fee(s) for such claimants’ claims.
• Substantially similar nature. All parties agree that arbitration demands are of a “substantially similar nature” if they relate to the same event or factual scenario, raise the same or similar legal issues and seek similar relief.
• Mass Filing Administration. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including the Informal Dispute Resolution First section above.
  • To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly.Morning Brew will pay the Administrative Arbitrator’s costs.
• This Batch Process provision will 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 Morning Brew otherwise consents in writing, Morning Brew 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 Batch Process section.

Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or Morning Brew may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. If the offer is not accepted before the earlier of (i) the arbitration hearing or (ii) thirty (30) calendar days after it is made, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

• The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms.For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

Severability. Except as provided under Class Action Waiver above, if any provision of this Arbitration Clause is found to be illegal or unenforceable, then that provision will be severed. The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

10. INDEMNITY

You agree to indemnify and hold Morning Brew, our subsidiaries and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement and/or any of your representations and warranties set forth herein.

11. GOVERNING LAW; FORUM

These Terms are governed by and construed in accordance with the laws of the State of New York, without resort to its conflict of law provisions.Subject to the Dispute Resolution section, you and we agree to only bring Disputes and any other legal proceeding in the state and federal courts located in New York, New York.You and we consent to the jurisdiction of those courts.You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

12. SEVERABILITY

The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement will be held invalid or unenforceable in whole or in part in any jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

13. ELECTRONIC COMMUNICATIONS

When you use the Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices through the Services. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.

14. OTHER

This Agreement is deemed accepted upon any use of any of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

15. SUPPORT

Subject to the other provisions of this Agreement, we will attempt to help you with any queries or problems that you may have with the Services or any of your purchases through the Services. To reach our customer support team, please e-mail us at [email protected]. It will expedite your request for assistance by providing our representatives with all the information they need to solve your problem as quickly as possible.

16. MODIFICATION

We reserve the right to make changes to the Services, posted policies and this Agreement at any time without notice other than the reposting of the modified Agreement. We will attempt to notify you of material changes by communicating them to you directly (if we have contact information for you), adding temporary banners to the Services or otherwise highlighting such changes. It is your responsibility to review this Agreement periodically for changes.

Please contact us at [email protected] with any questions regarding this Agreement.