TERMS AND CONDITIONS

Last Revised: March 2024

PLEASE READ THESE TERMS OF USE CAREFULLY. ACCESSING OR USING THIS WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE (“TERMS”), AS SUCH MAY BE REVISED BY Navy Museum Development Foundation FROM TIME TO TIME, AND IS A BINDING AGREEMENT BETWEEN THE USER (“USER” OR “YOU”) AND Navy Museum Development Foundation (D/B/A Navy Museum Development Foundation COFFEE COMPANY) GOVERNING THE USE OF THE WEBSITE. IF USER DOES NOT AGREE TO THESE TERMS, USER SHOULD NOT ACCESS OR USE THIS WEBSITE. THESE TERMS CONTAIN DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO USER.

These Terms apply to your access to, and use of, all or part of any website or mobile application of Navy Museum Development Foundation or its subsidiaries and affiliated companies (collectively, “Navy Museum Development Foundation”), including www.NMDF.org, any subdomains, any other site, mobile application or online service where these Terms are posted (collectively, the “Sites”). These Terms do not alter in any way the terms or conditions of any other agreement you may have with the Navy Museum Development Foundation for products, services or otherwise.

In the event there is any conflict or inconsistency between these Terms and any other terms of use that appear on the Sites, these Terms will govern. However, if you navigate away from the Sites to a third-party site, you may be subject to alternative terms and conditions of use, as may be specified on such site, which will govern your use of that site.

While we make reasonable efforts to provide accurate and timely information about Navy Museum Development Foundation on the Sites, you should not assume that the information is always up to date or that the Sites contain all the relevant information available about Navy Museum Development Foundation.

Eligibility

The Sites are not targeted towards, nor intended for use by, anyone under the age of 13. A USER MUST BE AT LEAST AGE 13 TO ACCESS AND USE THE SITES. If the User is between the ages of 13 and 18, he or she may only use the Sites under the supervision of a parent or legal guardian who agrees to be bound by these Terms. User represents and warrants that (a) he/she is not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) he/she is not listed on any U.S. government list of prohibited or restricted parties.

In order to participate in certain areas of our Sites, you will need to register for an account. You agree to (a) create only one account; (b) provide accurate, truthful, current and complete information when creating your account; (c) maintain and promptly update your account information; (d) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer; (e) promptly notify Navy Museum Development Foundation if you discover or otherwise suspect any security breaches relating to the Sites; and (f) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

Privacy

Please read the Privacy Policy carefully to understand how Navy Museum Development Foundation collects, uses and discloses personally identifiable information from its users. By accessing or using the Sites, you consent to all actions that we take with respect to your data consistent with our Privacy Policy.

Email Communications

If a User signs up for a Navy Museum Development Foundation account or email distribution list on the Sites, the User is, by default, opted in to receive promotional email communications from Navy Museum Development Foundation (“Email Communications”). The User may, at the time of sign up, opt out of receiving Email Communications from Navy Museum Development Foundation. Thereafter, the User may opt out of receiving Email Communications by unsubscribing from marketing emails.

Copyright, Trademarks, and User License

Unless otherwise indicated, the Sites and all content and other materials therein, including, without limitation, the Navy Museum Development Foundation logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Site Materials”) are the property of Navy Museum Development Foundation or its licensors or users and are protected by U.S. and international copyright laws. Navy Museum Development Foundation Coffee Company, Navy Museum Development Foundation, the Navy Museum Development Foundation logo, and other Navy Museum Development Foundation trademarks, service marks, graphics, and logos used in connection with the Sites are trade names, trademarks or registered trademarks of Navy Museum Development Foundation (collectively “Navy Museum Development Foundation Marks”). Other trademarks, service marks, graphics and logos used in connection with the Sites are the trademarks or registered trademarks of their respective owners (collectively “Third Party Marks”). The Navy Museum Development Foundation Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Navy Museum Development Foundation or the applicable trademark holder. The Sites and the Content are protected by copyright, trademark, patent, trade secret, international treaties, state and federal laws, and other proprietary rights and also may have security components that protect digital information only as authorized by Navy Museum Development Foundation or the owner of the Content. All rights not expressly granted are reserved.

Subject to these Terms, Navy Museum Development Foundation grants the User a personal, non-exclusive, non-transferable, limited, and revocable license to use the Sites for personal use only in accordance with these Terms (“User License”). Any use of the Sites in any other manner, including, without limitation, resale, transfer, modification or distribution of the Sites or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the Sites (“Content”) is prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith These Terms and User License also govern any updates to, or supplements or replacements for, the Sites, unless separate terms accompany such updates, supplements, or replacements, in which case the separate terms will apply.

Digital Millennium Copyright Act (“DMCA”) Notice

If you believe any material available via the Sites infringes a copyright you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Navy Museum Development Foundation
ATTN: Legal

712 H Street NE, Suite 956

Washington, D.C. 20002

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

If a notice of copyright infringement has been filed against material posted by you on the Sites, you may make a counter-notification with our Designated Agent listed above, provided that such counter-notification complies with the requirements of 17 U.S.C. §512(g)(3). If Navy Museum Development Foundation receives a valid counter-notification, it may reinstate the removed or disabled material in accordance with the DMCA.

In accordance with the DMCA and other applicable law, Navy Museum Development Foundation has also adopted a policy of terminating, in appropriate circumstances and in our sole discretion, users who are deemed to be repeat infringers. Navy Museum Development Foundation may also, in its sole discretion, limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Acceptable Use

User’s use of the Sites, any Content, and any information provided by the User including user names and passwords, addresses, email addresses, phone number, financial information (such as credit card numbers), information related to a Navy Museum Development Foundation Card or employer name (“User Information”) transmitted in connection with the Sites is limited to the contemplated functionality of the Sites. In no event may the Sites be used in a manner that (a) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights); (b) is unlawful, fraudulent, or deceptive; (c) provides sensitive personal information unless specifically requested by Navy Museum Development Foundation, (d) includes spam or any unsolicited advertising; (e) uses technology or other means to access Navy Museum Development Foundation or Content that is not authorized by Navy Museum Development Foundation; (f) uses or launches any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access Navy Museum Development Foundation or Content; (g) attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (h) attempts to gain unauthorized access to Navy Museum Development Foundation’ computer network or user accounts; (i) encourages conduct that would constitute a criminal offense or that gives rise to civil liability; (j) violates these Terms; (k) attempts to damage, disable, overburden, or impair Navy Museum Development Foundation’ servers or networks; (l) impersonates any person or entity or otherwise misrepresents your identity or affiliation with another person or entity; or (m) fails to comply with applicable third party terms (collectively “Acceptable Use”). Navy Museum Development Foundation reserves the right, in its sole discretion, to terminate any User License, terminate any User’s participation in the Sites, remove Content, or assert legal action with respect to Content or use of the Sites, that Navy Museum Development Foundation reasonably believes is or might be in violation of these Terms, or Navy Museum Development Foundation policies including the Navy Museum Development Foundation Card Terms and Conditions. Navy Museum Development Foundation’ failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.

User Content

Navy Museum Development Foundation does not control, take responsibility for or assume liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Navy Museum Development Foundation liable for any user conduct or any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. The interactive areas are generally designed as open and public community areas for connecting and sharing with other people. When you participate in these areas, you understand that certain information and content you choose to post may be displayed publicly. You are solely responsible for your use of the Sites and agree to use the interactive areas at your own risk.

If you become aware of User Content that you believe violates these Terms (with the exception of copyright infringement which is addressed in the Digital Millennium Copyright Act Notice section), you may report it by clicking on the “Report Abuse” or “Flag” links located just below each piece of User Content. Enforcement of these Terms however, is solely in our discretion and absence of enforcement in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Sites will not contain any content that is prohibited by these Terms. Although Navy Museum Development Foundation has no obligation to screen, edit or monitor any of the User Content posted on the Sites, Navy Museum Development Foundation reserves the right, and has absolute discretion, to remove, screen or edit any User Content on the Sites at any time and for any reason without notice. You are solely responsible for creating backup copies and replacing any User Content you post or store on the Sites at your sole cost and expense.

If you are viewing the Sites on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off the Sites and the computer system you are using to prevent unauthorized User Content.

You represent and warrant that your User Content is not subject to any confidentiality obligations and that you own and control all of the rights to the User Content, have the lawful right to distribute and produce such User Content, or otherwise have the right to grant the rights to Navy Museum Development Foundation that you grant herein. Navy Museum Development Foundation claims no ownership or control over any User Content, except as otherwise provided herein, on the Sites or in a separate agreement. However, by submitting or posting User Content on the Sites, you grant Navy Museum Development Foundation and its designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license or sub-license the User Content and your name and likeness provided in connection with such use of your User Content. By posting User Content, you hereby release Navy Museum Development Foundation and its agents and employees from any claims that such use, as authorized above, violates any of your rights and you understand that you will not be entitled to any compensation for any use of your User Content.

Submission of Ideas

Separate and apart from the User Content you provide, you may submit questions, comments, feedback, suggestions, ideas, improvements, plans, notes, drawings, original or creative materials or other information about Navy Museum Development Foundation, our Sites and our products (collectively, “Ideas”) either through the myNavy Museum Development Foundationidea.com portal or otherwise. The Ideas you submit are voluntary, non-confidential, gratuitous and non-committal. Please do not send us Ideas if you expect to be paid or want to continue to own or claim rights in them; your Ideas might be great, but we may have already had the same or similar idea and we do not want disputes. You must also inform us if you have a pending or registered patent relative to the Idea.

You represent and warrant that your Idea is not subject to any confidentiality obligations or third party intellectual property encumbrances and that you own and control all of the rights to the Idea and have the authority to grant the rights to Navy Museum Development Foundation that you grant herein.

By submitting your Idea, you grant Navy Museum Development Foundation and its designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license or sub-license the Idea and shall be entitled to the unrestricted use and dissemination of Ideas for any purpose, commercial or otherwise, without acknowledgment or compensation to you. By submitting your Idea, you hereby release Navy Museum Development Foundation and its agents and employees from any claims that such use violates any of your rights.

Navy Museum Development Foundation shall own exclusive rights, including all intellectual property rights, to any work it creates or has created from the Idea or a similar idea of its own.

Links to Sites

You are granted a limited, non-exclusive right to create text hyperlinks to the Sites for noncommercial purposes, provided such links do not portray Navy Museum Development Foundation in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any obscene, pornographic, sexually explicit or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. In addition, you may not use the Navy Museum Development Foundation’s logo or other proprietary graphics to link to our Sites without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Navy Museum Development Foundation trademark, logo or other proprietary information, including the images found at the Sites, the content of any text or the layout/design of any page or form contained on a page on the Sites without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Navy Museum Development Foundation or any third party. Navy Museum Development Foundation makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of websites linking to the Sites. Such sites are not under the control of Navy Museum Development Foundation and Navy Museum Development Foundation is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites.

Indemnification

The User agrees to defend, indemnify, and hold harmless Navy Museum Development Foundation, its parent, subsidiary and other affiliated companies, independent contractors, service providers and consultants, and their respective employees, contractors, agents, officers, and directors (“Navy Museum Development Foundation Indemnitees”) from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including attorneys’ fees) (“Claims”) that arise from or relate to the User’s use or misuse of the Sites, violation of these Terms, violation of any rights of a third party, any User Content or Ideas you provide, or your conduct in connection with the Sites. Notwithstanding the foregoing, this indemnification provision shall not apply to any Claims caused by a Navy Museum Development Foundation Indemnitee’s sole negligence. Navy Museum Development Foundation reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses.

Warranties; Disclaimers

Navy Museum Development Foundation IS PROVIDING THE SITES TO THE USER “AS IS” AND THE USER IS USING THE SITES AT HIS OR HER OWN RISK. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, NAVY MUSEUM DEVELOPMENT FOUNDATION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE SITES ARE MERCHANTABLE, RELIABLE, AVAILABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING, FREE OF DEFECTS OR VIRUSES, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE USE OF THE SITES BY THE USER IS IN COMPLIANCE WITH LAWS APPLICABLE TO THE USER, OR THAT USER INFORMATION TRANSMITTED IN CONNECTION WITH THE SITES WILL BE SUCCESSFULLY, ACCURATELY, OR SECURELY TRANSMITTED OR RECEIVED. THE MATERIALS AND INFORMATION ON THE SITES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NOTWITHSTANDING THE FOREGOING, NONE OF THE DISCLAIMERS IN THIS PARAGRAPH SHALL APPLY TO WARRANTIES RELATED TO PERSONAL INJURY.

No Liability

SUBJECT TO APPLICABLE LAW, INCLUDING WITH RESPECT TO LIABILITY FOR PERSONAL INJURY OR NON-WAIVABLE STATUTORY RIGHTS UNDER NEW JERSEY LAW, IN NO EVENT SHALL NAVY MUSEUM DEVELOPMENT FOUNDATION OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS (A) BE LIABLE TO THE USER WITH RESPECT TO USE OF THE SITES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NAVY MUSEUM DEVELOPMENT FOUNDATION), OR ANY DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NAVY MUSEUM DEVELOPMENT FOUNDATION’ RECORDS, PROGRAMS OR SERVICES; AND (B) BE LIABLE TO THE USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, OR THE INABILITY TO USE THE SITES OR ANY OF THEIR FEATURES. THE USER’S SOLE REMEDY IS TO CEASE USE OF THE SITES.

IF YOU RESIDE IN A JURISDICTION OTHER THAN NEW JERSEY, YOUR JURISDICTION MAY NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Third Party Content, Sites, Products and Services (including Advertising and Promotions)

Navy Museum Development Foundation may provide third party content on the Sites (including embedded content) or links to third-party web pages, content, applications, products and services, including advertisements and promotions (collectively, “Third Party Content”) as a service to those interested in this information. We do not control, endorse or adopt any Third-Party Content, including that the inclusion of any link does not imply affiliation, endorsement or adoption by Navy Museum Development Foundation of any site or any information contained therein, and can make no guarantee as to its accuracy or completeness. You acknowledge and agree that Navy Museum Development Foundation is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review such Third-Party Content. You agree to use such Third-Party Content contained therein at your own risk. When you visit other sites via Third Party Content, or participate in promotions or business dealings with third parties, you should understand that our terms and policies no longer govern, and that the terms and policies of those third-party sites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Sites. You must comply with any applicable third-party terms when using the Sites.

Modifications to the Sites

Navy Museum Development Foundation reserves the right to modify or discontinue, temporarily or permanently, the Sites or any features or portions thereof without prior notice. You agree that Navy Museum Development Foundation will not be liable for any modification, suspension or discontinuance of the Sites or any part thereof.

Press Releases: The information contained within press releases issued by Navy Museum Development Foundation should not be deemed accurate or current except as of the date the release was posted. Navy Museum Development Foundation specifically disclaims any duty to update the information in the press releases. To the extent any information therein is forward-looking it is intended to fit within the safe harbor for forward-looking statements and is subject to material risk.

Third-Party Financial Information: As a service, Navy Museum Development Foundation may provide links to third-party websites or services that contain financial or investment information about Navy Museum Development Foundation. The Navy Museum Development Foundation neither regularly monitors nor has control over the content of third parties’ statements or websites. Accordingly, Navy Museum Development Foundation does not endorse or adopt, nor make any representations or warranties whatsoever regarding the accuracy or completeness, of those websites or any information contained therein, including, without limitation, analysts’ reports and stock quotes. Users visit these websites and use the information contained therein at their own risk.

Dispute Resolution (including Arbitration Agreement; Class Action Waiver; Jury Trial Waiver)

Please read this section carefully. It affects your legal rights. It provides for resolution of most disputes through individual arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This section also contains a jury trial waiver and a waiver of any and all rights to proceed in a class, collective, consolidated, private attorney general or representative action in arbitration, or litigation to the fullest extent allowable by applicable law.

Arbitration Agreement

Binding Arbitration. This provision is intended to be interpreted broadly. Any dispute or claim arising out of or relating to these Terms, your use of the Sites, or your relationship with Navy Museum Development Foundation or any past, present, or future subsidiary, parent or affiliate company or companies, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, (“Dispute”) will be resolved through binding individual arbitration, except that either of us may take a Dispute to small claims court so long as it isn’t removed or appealed to a court of general jurisdiction. Dispute shall include, but not be limited to: (a) any dispute or claim that arose before the existence of these or any prior Terms (including, but not limited to, claims relating to advertising); (b) any dispute or claim that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (c) any dispute or claim that may arise after termination of these Terms. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property. The arbitrator shall decide all issues except the following (which are for a court of competent jurisdiction to decide): (a) issues that are reserved for a court in these Terms; (b) issues that relate to the scope, validity, and enforceability of the arbitration agreement, class action waiver, or any of the provisions of this Dispute Resolution section; and (c) issues that relate to the arbitrability of any Dispute. These Terms and this arbitration agreement do not prevent you from bringing a Dispute to the attention of any government agency. You and we agree that these Terms evidence a transaction in interstate commerce and that this arbitration agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law.
Mandatory Informal Dispute Resolution Process. You and we agree to work together in an effort to informally resolve any Dispute between us. The party initiating the Dispute must send the other a written notice of the Dispute that includes all of this information: (a) information sufficient to identify any transaction and account at issue; (b) contact information (including name, address, telephone number, and email address); and (c) a detailed description of the nature and basis of the Dispute and the relief sought, including a calculation for it. The notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). If you have the Dispute with us, you must send this notice to our Customer Service department using the appropriate link at nmdf.org/contact. If we have a Dispute with you, we will send this notice to the most recent contact information we have for you. For a period of 60 days from receipt of a completed notice (which can be extended by agreement of the parties), you and we agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the notice may request a telephone settlement conference to aid in the resolution of the Dispute. If such a conference is requested, you and a Navy Museum Development Foundation representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period. Completion of this Mandatory Informal Dispute Resolution Process (“Process”) is a condition precedent to initiating a claim in arbitration. If the sufficiency of a notice or compliance with this Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this Process in arbitration. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed notice through the conclusion of this Process. You or we may commence arbitration if the Dispute is not resolved through this Process.
Arbitration Procedures. The arbitration of any Dispute shall be administered by and conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (as applicable) (“AAA Rules”), as modified by this arbitration agreement. The AAA Rules are available online at www.adr.org. You and we understand and agree that the AAA’s administrative determination that this arbitration agreement comports with the Consumer Due Process Protocols is final and that neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to administer the arbitration consistent with this arbitration agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so.

An arbitration demand must be accompanied by a certification of compliance with the Process and be personally signed by the party initiating arbitration (and counsel, if represented). By submitting an arbitration demand, the party and counsel represent that, as in court, that they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more, or injunctive relief, shall have an in-person or video hearing unless the parties agree otherwise. You and we reserve the right to request a hearing in any matter from the arbitrator. You and a Navy Museum Development Foundation representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent allowable by applicable law, you and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce these Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated.

The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party.

Costs of Arbitration. Payment of arbitration fees will be governed by the AAA Rules and fee schedule. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
Additional Procedures for Multiple Case Filings. You and we agree that these Additional Procedures for Multiple Case Filings (in addition to the other provisions of this arbitration agreement) shall apply if you choose to participate in a Multiple Case Filing. If 25 or more similar Disputes (including yours) are asserted against Navy Museum Development Foundation by the same or coordinated counsel or are otherwise coordinated (“Multiple Case Filing”), the resolution of your Dispute might be delayed and ultimately proceed in court. The parties agree that as part of these procedures, their counsel shall meet and confer in good faith in an effort to resolve the Disputes, streamline procedures, address the exchange of information, modify the number of Disputes to be adjudicated, and conserve the parties’ and the AAA’s resources.

If your claim is part of a Multiple Case Filing, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that your Dispute is first submitted to the AAA until your Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

STAGE ONE: If at least 100 Disputes are submitted as part of the Multiple Case Filing, counsel for the claimants and counsel for Navy Museum Development Foundation shall each select 50 Disputes to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. The number of Disputes to be selected to proceed in Stage One can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage One). Each of the 100 (or fewer) cases shall be assigned to a different arbitrator and proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session with a retired federal or state court judge jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Navy Museum Development Foundation shall pay the mediator’s fee.

STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Navy Museum Development Foundation shall each select 100 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 200 Disputes, all shall proceed individually in Stage Two). No more than five cases may be assigned to a single arbitrator to proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Navy Museum Development Foundation shall pay the mediator’s fee.

Upon the completion of the mediation set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Terms. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining Disputes in individual arbitrations consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually-agreeable process. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Multiple Case Filings, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees.

The Additional Procedures for Multiple Case Filings provision and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Multiple Case Filings apply to your Dispute and are not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms.

Future Changes to Arbitration Agreement. If we make any future changes to this arbitration agreement (other than a change to our contact information), you may reject any such change by sending your personally signed, written notice to the following address within 30 days of the change:
Navy Museum Development Foundation
NMDF Address, 712 H Street NE, Suite 956, Washington, D.C. 20002

Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Navy Museum Development Foundation in accordance with this version of the arbitration agreement.

Termination

Notwithstanding any of these Terms, Navy Museum Development Foundation reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites and to block or prevent your future access to and use of the Sites. Navy Museum Development Foundation’ failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.

Changes

Navy Museum Development Foundation reserves the right to change or modify these Terms or any other Navy Museum Development Foundation policies related to use of the Sites at any time and at its sole discretion by posting revisions on the Sites. Continued use of the Sites following such changes or modifications to the Terms or other Navy Museum Development Foundation policies will constitute acceptance of such changes or modifications.

Severability and Survival

Except as otherwise provided herein, if any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

In addition to such other provisions hereof which, by their terms, survive any termination or expiration of this Agreement, the following sections shall survive termination of these Terms: (a) Indemnification; (b) Warranties; Disclaimers; (c) No Liability; (d) Dispute Resolution (including Arbitration Agreement; Class Action Waiver; Jury Trial Waiver); and (e) Governing Law and Jurisdiction.

Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: the provider of the Sites is Navy Museum Development Foundation, NMDF Address, 712 H Street NE, Suite 956, Washington, D.C. 20002. To file a complaint regarding the Sites or to receive further information regarding use of the Sites, send a letter to the above address or contact Navy Museum Development Foundation via email (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834 or by telephone at 800.952.5210.

Contact

Except as otherwise provided in these Terms, any questions, complaints, or claims regarding the Sites should be directed to:

Navy Museum Development Foundation

712 H Street NE

Suite 956

Washington, D.C. 20002

(844) 244-5033

info@nmdf.org

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