Terms of Use

Verno Alphabet Ltd., located in Harlow, Essex, United Kingdom, and its subsidiaries (“Verno”, “we”, “our” and/or “us”) operate websites (including online storefronts), mobile applications, and a digital reading platform that enable customers to read and/or listen to written or creative works, including eBooks, audiobooks, or any literary works made available (“Digital Content”) using a variety of electronic devices, software applications, widgets, and other services, and provide an account that you may use to access Digital Content (“Verno Account”) (collectively, the “Service”). Verno, which includes the affiliates in other countries of the world, is registered in the United Kingdom.

Your access to the Service, including your registration for and use of a Verno Account (either directly through the Service or via third-party authentication services that are not owned or controlled by us) and any other interactions with us are bound by these Terms of Use, whether or not you are a Customer of the Service. You are only authorised to access and use the Service if you agree to abide by all applicable laws and with these Terms of Use.

Notice regarding dispute resolution: these Terms of Use contain provisions that govern how claims you and Verno have against each other are resolved (see Section 13), including an obligation to arbitrate disputes, which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration.

Verno reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time. You are responsible for reviewing these Terms of Use for changes and you should review them regularly. Verno will provide you with notice of material changes, such as by sending an email, posting to our website, providing a notice through the Service, or other reasonable means. Changes are effective upon receipt of such notice, or upon your continued use of the Services, whichever is sooner.

If you do not comply with these Terms of Use at any time, Verno reserves the right to immediately cancel, terminate, or suspend your access to the Service or your Verno Account. Verno may initiate this right of termination or suspension, without notice, for reasons that may include the following:

• if Verno has specifically asked you to provide proof of your identity or to refrain from any act, conduct or breach of these Terms of Use;
• if Verno has reasonable grounds to believe that you have breached these Terms of Use or any specific terms in connection with a Service;
• for other reasons related to your behaviour on or off the Service; or
• if your Verno Account has been inactive as determined by Verno in its application of its Dormant Account Protocol under Verno’s Data Retention Policy.

In Verno’s sole discretion and without prior notice or liability, Verno may discontinue, modify, or alter any aspect of the Service including, but not limited to, restricting the time the Service is available, restricting the amount of use permitted, and restricting or terminating any user’s right to use the Service.

You agree that any termination or cancellation of your access to, or use of, the Service may be carried out without prior notice. If you do not abide by these Terms of Use, you agree that we may immediately deactivate or delete your Verno Account and all related information or files, or bar any further access to them. Further, you agree that Verno shall not be liable to you or any third party for any termination or cancellation of your access to, or use of, the Services. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of the Services, or any policies or practices by Verno in providing the Services, including any change in content, is to cease using the Services and cancel or terminate your subscription or Verno Account.

All Digital Content is the exclusive property of the publisher or its licensors and is protected by copyright and other intellectual property laws. Access to any Digital Content is available only to Customers and is intended only for such Customers’ personal and non-commercial use. Any other use of Digital Content accessed from the Service is strictly prohibited. Access to Digital Content is provided by Verno’s grant of licences to Customers, the access being restricted and defined by the licence parameters. Customers may not modify, transmit, publish, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the content of any Digital Content, in whole or in part.

Verno Basic

Subscribers can select and read their choice of four ebooks and one audiobook title each month from a curated pool of around 20 rotating titles spanning various genres.

Verno Standard

Subscribers can select and read their choice of eight ebooks and two audiobook titles each month from a curated pool of 40 rotating titles spanning various genres.

Verno Premium

Verno Premium subscribers may read their choice of eBooks from a selected set of Digital Content for a monthly fee. The Digital Content available to subscribers will vary and Verno makes no guarantees about the availability of such Digital Content. Subscribers can only borrow or store twenty titles at any one time.

Verno Family

This subscription lets two adults share a single payment profile, ebooks, audiobooks, and apps, while also managing content for up to four children. Twenty titles may be held at any single time for the shared household. A Verno Family subscription can be shared across a Verno Household consisting of up to 2 adult accounts plus 4 child or teen profiles.

Trial subscriptions

A trial subscription on Verno is a promotional period, commonly 30 days, that lets new users borrow and read ebooks, audiobooks and magazines free before deciding to pay the regular monthly fee.

Membership cancellation

You may cancel your membership using the “Cancel Subscription” button in Plan & Billing. Except as otherwise set out in these Terms of Use and the Terms of Sale, if you cancel your membership you will not receive a refund of any membership fees already paid. When your membership is cancelled, the Digital Content from your subscription associated with your Verno Account will be removed from your devices and applications.

Restrictions

Restrictions apply on the number of titles subscribers can simultaneously download. Subscribers can download a maximum of 15 titles simultaneously for offline reading. If the subscriber has already downloaded 15, the title which has been on the device the longest will be automatically removed when a new one is downloaded. Verno reserves the right to unilaterally alter these offline reading rules without notice.

Verno may also take steps to prevent fraud, such as restricting the number of titles that may be accessed at one time, and monitoring Verno Accounts for any activity that may violate these Terms of Use. If Verno discovers any type of fraud, Verno reserves the right to take enforcement action including the termination or suspension of a Verno Account.

Only Customers may purchase Digital Content on the Service. The Service accepts Visa and MasterCard. Depending on the country in which you are making your purchase, the following payment methods may also be available: American Express, Visa Debit, PayPal, iDeal and JCB.

When a credit card is being used for a purchase, Verno may obtain pre-approval from the credit card company for an amount up to the amount of the order. Billing to the credit card occurs at the time of purchase, or shortly thereafter.

Subscription fees

Verno subscription fees are set by Verno and may vary from time to time. Fees may be subject to tax and are non-refundable except in the specific circumstances described in these Terms. Unless you reside in the EU, Verno subscription fees are non-refundable. If you reside in the EU and register for a subscription, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days (the “Cooling-off Period”). However, you will not be entitled to a refund if you accessed the Verno service at any time during the Cooling-off Period.

You may cancel your subscription at any time by indicating so in your Verno account, and your subscription will be terminated on the first day of the next monthly billing period. Verno will notify you at least thirty (30) days in advance of any changes to the Verno subscription fees.

The Service is open to the public but certain portions, components, content and features are only available to individuals who enter into a contract with Verno by registering, creating a Verno Account, and agreeing to these Terms of Use and acknowledging Verno’s Privacy Policy at the time the Verno Account is created (each, a “Customer”). If the individual remains a Customer and their Verno Account is active, Customers will have ongoing access to, among others, the following additional services and functionality:

• the ability to access the Customer’s Verno Account and purchase Digital Content via one of Verno’s applications across multiple platforms, including eReaders, tablets, mobile phones, and personal computers, and via Verno’s website;
• the ability to purchase, access, view, download, store, and read Digital Content from within the Customer’s Verno Account while using a Verno application;
• unlimited storage of Digital Content purchased or downloaded via the Customer’s Verno Account on Verno’s systems, which can always be accessed when the Customer is logged into their Verno Account; and
• the ability to access certain functionality within Digital Content such as highlighting, in-book dictionary, bookmarking, and annotations.

If you are a Customer, then in consideration of your use of the Service you agree to the following:

• you represent that you are at least of the age of majority in the jurisdiction in which you reside, or 16 years old or older up to the age of majority in the jurisdiction in which you reside with the express written consent of your parent or legal guardian, and are not a person barred from receiving services under applicable law;
• to provide true, accurate, current and complete information about yourself as prompted by any registration form on the Service, including your geographical location and billing address (the “Registration Data”); and
• to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, Verno has the right to suspend or terminate your Verno Account and refuse all current or future use of the Service.

For EU Customers only

Customers who are users of Verno eReaders purchased in the European Union acknowledge and agree that their eReaders and their integral operating system software may generate certain raw or pre-processed product data that is made readily available to Verno by virtue of your use of the eReader (“Product-generated Data”). As an EU Customer:

• You irrevocably grant permission to Verno to collect and use non-personal Product-generated Data for any lawful purpose, including performing any agreement with you or any third party; providing support, warranty services or similar services; operating, improving and maintaining the functioning, safety and security of Verno products and services; developing new products and services; and aggregating Product-generated Data, including with other data, for any lawful purpose. For Product-generated Data that is personal data, Verno’s collection and use of the data and your rights in relation to it are described in our Privacy Policy.
• You acknowledge and agree that Verno may share non-personal Product-generated Data with its affiliates, or other outside parties who can use this data to assist it in achieving the above purposes or to pursue their own lawful purposes, but only within the limits set by this clause.
• You have the right to access Product-generated Data in a comprehensive, commonly used and machine-readable format, free of charge, by contacting Verno at privacy@vernobooks.com.
• You have the right to request that Verno make certain Product-generated Data available to eligible third parties. Where we receive such a request we may ask for further information necessary to verify that the request is valid. Where permitted by applicable law, we may reject the request, for example where it would disclose certain trade secrets or where to do so would breach our obligations under the General Data Protection Regulation.

Customers will receive a password and account designation upon completing registration. You are responsible for maintaining the confidentiality of the password and Verno Account and are fully responsible for all activities that occur under your password and/or Verno Account. You agree to immediately notify Verno of any unauthorised use of your password or Verno Account or any other breach of security, and to ensure that you exit from your Verno Account at the end of each session.

Any personal information you provide in the registration form will be collected in accordance with, and for the express purposes set out in, Verno’s Privacy Policy.

These terms apply to all users of the Service, whether or not you are a Customer.

You shall use the Service for lawful purposes only. You shall not post or transmit through the Service any material that (i) violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, or (iii) encourages conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any law. Without Verno’s express prior approval, you shall not post or transmit through the Service any material that contains advertising or any solicitation with respect to products or services. Any conduct by you that in Verno’s discretion restricts or inhibits any other user from using or enjoying the Service will not be permitted.

All content on the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (“Site Content”), are the proprietary property of Verno or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Verno’s prior written permission. Provided that you are eligible for use of the Service and subject to these Terms of Use, you are granted a limited licence to access the Service and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access, solely for your personal, non-commercial use, provided that you keep all copyright and other proprietary notices intact. This licence is revocable by Verno at any time without notice and with or without cause.

You shall not upload, post or otherwise make available on the Service any material protected by copyright, trademark or other proprietary right without the express permission of the owner, and the burden of determining that any material is not protected rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Service, you automatically grant, or warrant that the owner of such material has expressly granted, Verno the royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, display, translate and distribute such material and/or to incorporate it in other works in any form, media or technology now known or hereafter developed. The foregoing does not apply to literary works provided to Verno for sale on the Service by a publisher or other content provider.

You may not obscure or misrepresent your geographical location, forge headers, use proxies, use IP spoofing or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send on or through the Service. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You are prohibited from violating or attempting to violate the security of the Service, including:

• accessing data not intended for you, including logging into a server or account which you are not authorised to access;
• attempting to probe, scan or test the vulnerability of a system or network to breach security or authentication measures without proper authorisation;
• using any deep-link, page-scrape, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Site Content;
• taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Verno’s systems or networks;
• conducting a reverse look-up, tracing or seeking to trace any information on any other user, Customer or visitor to the Service to its source;
• attempting to interfere with, disrupt or disable service to any user, host or network, including via denial-of-service attacks, overloading, flooding, mailbombing or crashing;
• forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;
• disrupting network nodes or network services or otherwise restricting, inhibiting, disrupting or impeding Verno’s ability to monitor or make available the Service; or
• taking any action to obtain services to which you are not entitled.

Violations of system or network security may result in civil or criminal liability. Verno will investigate occurrences which may involve such violations and may cooperate with law enforcement authorities in prosecuting any user involved in such violations.

You expressly agree that use of the Service, including this website, is at your sole risk. Neither Verno, its affiliates nor any of their respective employees, agents, third-party content providers or licensors warrant that the Service will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of the Service, or as to the accuracy or reliability of any information, service or merchandise provided through the Service.

The Service is provided on an “as is” basis without warranties of any kind, either express or implied, including warranties of title, implied warranties of merchantability or fitness for a particular purpose, or those arising from a course of dealing or usage of trade, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from us or through the Service will create any warranty not expressly stated herein.

In no event will Verno, or any person or entity involved in creating, producing or distributing the Service or the content included therein, be liable in contract, in tort (including for its own negligence) or under any other legal theory (including strict liability) for any damages, including direct, indirect, incidental, special, punitive, consequential or similar damages, including lost profits or revenues, loss of use or similar economic loss, arising out of the use of or inability to use the website. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall Verno’s total liability to you for all damages, losses and causes of action exceed the amount paid by you, if any, for accessing this Service.

The above disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, inaccuracy, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of this Service. You specifically acknowledge that Verno is not liable for the defamatory, offensive or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you.

Verno shall have the right, but not the obligation, to monitor the content of the Service to determine compliance with these Terms of Use and any operating rules established by Verno, and to satisfy any law, regulation or authorised government request. Verno shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Service. Verno shall have the right to remove any material that Verno, in its sole discretion, finds to be in violation of these provisions, its Content Policy, or otherwise objectionable. Although Verno reserves the right to remove, without notice, any posting for any reason, Verno has no obligation to delete submissions that you may find objectionable or offensive.

You agree to defend, indemnify and hold harmless Verno and its affiliates and their respective directors, officers, employees and agents from and against all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of your use of the Service.

Vernobooks.com and related words, domain names and logos are trademarks and the property of Verno Alphabet Ltd. All other trademarks, product names and company names or logos cited herein are the property of their respective owners.

Verno has no more editorial control over content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including content providers and users, are those of the respective authors or distributors and not of Verno. In many instances, the content available through the Service represents the opinions and judgments of the respective content provider or user. Verno neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Service by anyone other than authorised Verno employee spokespersons acting in their official capacities.

Some of the literary works offered on the Service have been identified as being in the public domain by certain content providers. Verno does not verify the accuracy of public domain designations and is not liable for any damage that may result from the downloading or other use of such literary works by you. If you do not reside in the relevant jurisdiction for which the public domain designation has been made, it is your responsibility to check the laws of your country of residence prior to downloading or accessing such literary works.

Verno Alphabet Ltd. controls the Service from its offices within the town of Harlow, Essex, United Kingdom. The Service can be accessed from all parts of the United Kingdom and from other countries around the world. For all users, but with specific application to users located in the United States, any action relating to the use of the Service or any transaction with us or the relationship between you and us is subject to the Dispute Resolution and Individual Arbitration Agreement in Section 13. To the extent any Dispute is not required to be arbitrated or filed in small claims court in accordance with Section 13, you and we agree to submit to the exclusive jurisdiction of the laws of England and Wales. Unless prohibited by governing law, and without regard to its conflicts of laws principles, you and we agree that any Dispute between you and us will be governed by and construed in accordance with the laws of England and Wales.

With respect to Customers who use a Verno device, Verno reserves the right to display advertisements and offers on your device. These advertisements and offers may be displayed when the device is powered off or in sleep mode, at the bottom of the home screen, as a screensaver, or through other areas in the user interface as Verno may choose. By agreeing to these Terms of Use, you consent to the receipt of such advertising being selected for and presented to you based on information that may be collected or inferred about you, including demographic information.

We use technologies that maintain records of your browsing sessions, chats, and other activities on the Service. These technologies may include pixels, cookies, chat providers that maintain a transcript of your chats, or other tracking technologies. We use this information for quality control, customer service, fraud prevention and security, and marketing purposes and in accordance with our Privacy Policy.

Verno reserves the right to alter the software of any Verno device, including enhancements and bug fixes, at any time and in Verno’s sole discretion.

Even if we act in a way that appears to you to be inconsistent with these Terms of Use or fail to enforce any provision herein, our actions shall not be deemed a waiver or constructive amendment of such provision nor of the right to enforce such provision.

These Terms of Use supersede any prior agreements in relation to their subject matter, whether written or oral. For the avoidance of doubt, our customer service representatives are not authorised to modify the Terms of Use, either verbally or in writing. If any of your use of the Service is governed by any other agreement, and to the extent that there is an irreconcilable conflict between any such other agreement and these Terms of Use, including any arbitration or dispute resolution provision, these Terms of Use will control for that conflict.

Please read this section carefully. It may significantly affect your rights, including your right to file a lawsuit in court or to pursue claims in a class or representative capacity.

A. Applicability

This binding Dispute Resolution and Individual Arbitration Agreement will not apply to the extent prohibited by the laws of your country of residence. In the United States, it is governed by the Federal Arbitration Act and federal law. To the fullest extent allowed by applicable law, you and Verno agree to submit all Disputes between you and us to individual, binding arbitration under this Section 13. A “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and Verno that in any way relates to or arises from any aspect of your relationship with us, including your use of the Service, and all matters relating to or arising from these Terms of Use, Verno’s Privacy Policy, or any other agreement between you and Verno, including the validity and enforceability of this agreement. A Dispute shall be subject to binding, individual arbitration regardless of whether it is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory. You understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.

B. Informal negotiations

We try to address any disputes without the need to initiate a formal legal case. In an effort to accelerate resolution and reduce the cost of any Dispute, you and we agree to make a good faith effort to resolve any Dispute informally for at least sixty (60) days before either party initiates any arbitration or court proceeding, including having at least one telephone or videoconference conversation between you, personally, and us (the “Initial Dispute Resolution Period”). That period begins upon receipt of written notice from the party raising the Dispute.

If Verno has a Dispute with you, it will send notice to your billing address and/or email address you have provided. If you have a Dispute with Verno, you must notify us in writing at legal@vernobooks.com, using the subject line “Initial Dispute Resolution Notice”. Your notice must be individual to you and must include your name, the email address associated with your Verno Account, and your residential address. It must also include a description of the nature of the Dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide. A notice of Dispute will not be valid, will not start the Initial Dispute Resolution Period, and will not allow you or Verno later to initiate a lawsuit or arbitration, unless it contains all of the information required by this paragraph.

The Initial Dispute Resolution Period must include a conference call between you and us to attempt to informally resolve any Dispute in good faith. You and Verno will personally appear at the conference telephonically or via videoconference; if you or Verno are represented by counsel, counsel may participate, but you and Verno will also participate. The conference call shall be individualised such that a separate conference call must be held each time either party initiates a Dispute. If either party violates this paragraph, the arbitration provider shall neither accept nor administer any such arbitration nor assess fees in connection with it. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration.

C. Binding arbitration

If a Dispute cannot be resolved through negotiations during the Initial Dispute Resolution Period, then either you or Verno may elect to have the Dispute finally and exclusively resolved by binding arbitration, unless an exception applies. To begin an arbitration proceeding, you must send us an email requesting arbitration and describing your claim to legal@vernobooks.com. This email must be sent at least ten (10) days before you initiate an arbitration proceeding against us.

Except in the event of a Mass Arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Rules effective as of the date of the Notice of Dispute, as modified by this agreement, for those in North America including Canada. For customers in EMEA, the arbitration will be administered by the London Court of International Arbitration (“LCIA”). If, for any reason, AAA and/or LCIA is unable to administer the arbitration, you may file your Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the AAA and LCIA Rules.

Arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law and has the authority to issue any relief that may be available in law or equity. The decision of the arbitrator shall be final and binding, and any award may be entered in any court of competent jurisdiction. The arbitrator shall determine the scope and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration.

If a lawsuit filed in court includes claims or requests for relief that are arbitrable and claims or requests for relief that are not, you and Verno agree that any non-arbitrable claims or requests for relief shall be stayed pending the completion of the arbitration of the arbitrable claims.

You and Verno hereby waive any right to a jury trial of any Dispute. The arbitration will be heard and determined by a single arbitrator. You and Verno agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations, or as specifically permitted by law.

If any provision of this agreement is found to be invalid or unenforceable, that specific provision shall be of no force and effect and shall be severed, but the remainder shall continue in full force and effect. Section 13 will survive the termination of your relationship with us. The foregoing severance provision shall not apply to the prohibition against class actions below: if the prohibition against class actions is found to be unenforceable for any reason, the entirety of Section 13 (but only Section 13) shall be null and void.

D. Class action waiver

To the fullest extent allowed by applicable law, you and Verno agree that each party may not bring Disputes against the other party in a class action or class arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, including requests for public injunctive relief.

E. Exceptions to arbitration

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, either party may bring an action in state or federal court in the following instances:

• where the action only asserts claims for patent infringement or invalidity, copyright infringement, piracy, moral rights violations, trademark infringement, and/or trade secret misappropriation;
• where the action is within the jurisdiction of small claims court. If an arbitration is filed, either party can send written notice to the opposing party and the applicable arbitration provider that it wants the case decided by a small claims court. The party who filed the Dispute in arbitration will, within ten (10) days of receiving such notice, withdraw it from arbitration, after which the arbitration provider must close the case; or
• where the action is for provisional relief, including pre-arbitral attachments or preliminary injunctions, or to enforce the Initial Dispute Resolution Period.

Excluded claims are subject to the jurisdiction and applicable law provisions in Section 12 above.

F. Mass arbitration

Notwithstanding the parties’ decision to have arbitrations administered by AAA or LCIA, if twenty-five (25) or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that this will constitute a “Mass Arbitration”. A Mass Arbitration shall not be governed by AAA or LCIA Rules; instead it shall be administered by National Arbitration & Mediation (“NAM”) and governed by the NAM rules in effect when the Mass Arbitration is filed, including the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures, but excluding any rules that permit arbitration on a class-wide basis.

If either party fails or refuses to commence the Mass Arbitration before NAM rather than AAA or LCIA, you or Verno may seek an order from a court of competent jurisdiction compelling compliance. Pending resolution of any such request, all arbitrations comprising the Mass Arbitration and any obligation to pay arbitration fees shall be stayed. If for any reason these Mass Arbitration provisions are found to be unenforceable, or if NAM declines to administer the Mass Arbitration, then the Disputes comprising it shall be administered by AAA consistent with Section 13(C).

G. 30-day right to opt out

You have the right to opt out and not be bound by this Dispute Resolution and Individual Arbitration Agreement by sending written notice of your decision to opt out to legal@vernobooks.com, using the subject line “Arbitration Opt-Out”. The notice must be sent within 30 days of the date on which you agree to these Terms of Use; otherwise, you shall be bound to arbitrate disputes in accordance with this Section 13. If you opt out of these arbitration provisions, Verno will also not be bound by them.