Mandatory Dispute Resolution & Arbitration Agreement

Effective Date: April 2, 2025

This Mandatory Dispute Resolution & Arbitration Agreement (“Agreement”) sets forth the process you and Melissa & Doug LLC (“M&D”) agree to follow in the event that either you or M&D has a Dispute (as defined below) against each other.  Compliance with the provisions below, including the Mandatory Informal Dispute Resolution Process and the Mandatory, Individual Arbitration Agreement and Process, are mandatory.  Failure to comply with these provisions could impact your rights.  Therefore, please read this Agreement carefully. 

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIM OR ACTION IN ARBITRATION AND LITIGATION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR M&D WOULD HAVE IN COURT, SUCH AS APPELLATE REVIEW, ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

IF YOU DO NOT AGREE TO THE PROVISIONS BELOW, DO NOT AGREE TO THIS AGREEMENT. 

Mandatory, Informal Dispute Resolution Process

M&D values your business and wants to ensure your satisfaction. Therefore, you and M&D agree to attempt, in good faith, to resolve any claim, controversy, or dispute arising out of or relating to these Terms, your access to or use of www.melissaanddoug.com (the “Site”), or any products or Services offered by or purchased from M&D through the Site or a store, or any aspect of your relationship with M&D, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory ("Dispute") prior to initiating the arbitration process (as outlined below).

To comply with this provision, you and M&D must:

  • Send written notification of your Dispute (“Notice”) to the other party at the addresses listed below 
    • Address for M&D: 10 Westport Road, Lobby A, Floor 2, Wilton, CT. 06897 Attn: Legal Department
    • Address for you: your email address or, if M&D is not in possession of a working email address for you, the physical address M&D has on file for you 
  • Include with the Notice the following information:
    • Your full name
    • Contact Information
      • If sent by you, “contact information” means a way in which M&D can contact you (i.e., mailing address, email address, telephone number, etc.)
      • If sent bv M&D, “contact information” means a person at M&D that you can contact to discuss the Dispute
    • A description of the Dispute
    • Any documentation that supports the Dispute
  • Wait sixty (60) days from the date the Notice was sent to the other party before initiating the arbitration process (as outlined below)
  • Engage in meaningful resolution discussions with the other party during the at least sixty (60) days between when the Notice is sent and when the arbitration process is initiated
    • For the avoidance of doubt, “meaningful resolution discussions” means at least one telephone call between you and an M&D representative.  

YOU AND M&D AGREE THAT COMPLIANCE WITH THIS PROVISION IS A CONDITION PRECEDENT TO EITHER YOU OR M&D INITIATING THE ARBITRATION PROCESS.  IF EITHER YOU OR M&D DO NOT COMPLY WITH THIS PROVISION, YOU AND M&D AGREE THAT THE ARBITRATION PROCESS IS PREMATURE, INVALID, AND SHOULD BE TERMINATED UNTIL THIS PROVISION IS COMPLIED WITH IN FULL. 

Mandatory, Individual Arbitration Agreement and Process


Subject to compliance with the Mandatory, Informal Dispute Resolution Process, you and M&D agree that any Dispute between you and M&D will be resolved through binding individual arbitration as set forth in this Agreement, except (a) either you or M&D may initiate a Dispute in or take a Dispute to small claims court so long as it isn't removed or appealed to a court of general jurisdiction and (b) as otherwise expressly provided herein. Whether a Dispute falls within the jurisdictional limits of small claims court is for the small claims court to decide in the first instance and otherwise for a court of competent jurisdiction to decide.

Dispute will be given the broadest possible meaning permitted by law. It includes, but is not limited to: (a) any dispute or claim that arose before the existence of this Agreement or any prior agreement (including, but not limited to, claims relating to advertising); (b) any dispute or claim that is currently the subject of a 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 your and M&D’s relationship. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, trade secrets, or other intellectual property, 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 this Agreement; (b) issues that relate to the scope, validity, and enforceability of the arbitration agreement; and (c) issues that relate to the arbitrability of any Dispute. A court of competent jurisdiction shall have the limited and non-exclusive authority to decide if a Dispute is time-barred under contractual or statutory limitations periods or that the filing of a demand for arbitration has been authorized by the claimant. This Agreement and its Arbitration Process do not prevent you from bringing a Dispute to the attention of any government agency. You and M&D agree that this Agreement evidences a transaction in interstate commerce and that this arbitration agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and U.S. federal arbitration law and not state arbitration law.

Arbitration Process

You and M&D agree that the arbitration will be administered by the American Arbitration Association ("AAA") and conducted in accordance with the applicable AAA rules ("AAA Rules") as modified by this Agreement. If the AAA is unavailable or unwilling to administer arbitrations consistent with this Agreement, another arbitration provider shall be selected by the parties that will administer arbitrations consistent with this arbitration agreement. If the parties cannot agree on a provider, they shall petition a court of competent jurisdiction to appoint an arbitration provider that will do so.   

The party seeking to initiate arbitration must provide the other party with the demand for arbitration as specified in the AAA Rules and this Agreement. An arbitration demand must include all of the information required to be provided in the Notice. When initiating arbitration, you shall personally certify to M&D and to the AAA that you are a party to this Agreement and provide a copy or link to it. To begin an arbitration proceeding, you or M&D must send a personally signed demand for arbitration that describes (a) the nature and basis of the claims, and (b) the nature and basis of the relief sought, including a detailed calculation for such relief. The demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with (a) the Mandatory, Informal Dispute Resolution Process described above and (b) all of the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all represented parties and counsel as a court would.

If you are initiating arbitration, you shall serve the demand for arbitration on M&D via mail to 10 Westport Road, Lobby A, Floor 2, Wilton, CT. 06897 Attn: Legal Department. If M&D is initiating arbitration, M&D shall serve the demand for arbitration on you at the most recent address M&D has on file for you. The party initiating arbitration must follow the appropriate procedures with the AAA to commence the arbitration, which are available at www.adr.org or by contacting the AAA.

The arbitration shall be heard by a single, neutral arbitrator. The party initiating arbitration may choose to have the arbitration conducted by a phone, video, or in-person hearing, or solely through written submissions, except the respondent in any arbitration where the claimant is seeking $10,000 or more or injunctive relief shall have the right to elect a hearing.

You and M&D reserve the right to request a hearing in any matter from the arbitrator. You and an M&D 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 reasonably convenient 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 permitted by applicable law, you and M&D agree that each may bring claims against the other only in your or M&D’s 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 M&D 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 is empowered to follow and enforce this Agreement 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 the state and federal courts in Connecticut, USA, after all other claims and requests for relief are arbitrated.

The arbitrator shall issue a reasoned written decision sufficient to explain the 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 a court of competent jurisdiction, except an award that has been fully 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.


Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You and M&D agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. You and M&D agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties. The parties shall be responsible for their own attorneys' fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose.


Applicable Law and Venue

The law applicable to the interpretation and construction of this Agreement and any transaction (including purchases made on the Site) using or related to the Site, shall be the Federal Arbitration Act, applicable federal laws, and the laws of the State of Connecticut, USA, without regard to principles of conflict of laws, but subject to the Federal Arbitration Act and other federal arbitration law as set forth above. You agree that all matters relating to your access to or use of the Site, including all disputes and claims, will be governed by the laws of the United States and by the laws of the State of Connecticut.  If, however, your Dispute arises in California, California law may apply in the arbitration. 


Unless you and M&D agree otherwise, to the fullest extent permitted by law, the state and federal courts in Connecticut, USA, will have exclusive jurisdiction over any disputes and claims (except for those brought in small claims court) that are not subject to arbitration or over any action involving the applicability or enforceability of this Agreement. You and M&D consent to the jurisdiction of those courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis or any right to seek to transfer or change venue of any such action to another court.


Future Changes to Dispute Resolution Section

Notwithstanding any provision to the contrary, you and M&D agree that if M&D makes any future changes to this arbitration agreement (other than a change to the mailing or email address), you may reject any such change by sending M&D written notice personally signed by you within thirty (30) days of the change to 10 Westport Road, Lobby A, Floor 2, Wilton, CT. 06897 Attn: Legal Department. The written notice must include the following information: (a) your name, address, phone number, and email address and (b) a statement that you wish to opt out of changes to the arbitration agreement. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change to the arbitration agreement, you are agreeing that you will arbitrate any Dispute between you and M&D in accordance with the language of this version of the Agreement.


Additional Terms

Please review M&D’s other terms and policies posted on the Site, including the Privacy Policy and Terms of Use. The Terms of Use also govern your use of the Site and are incorporated by reference into, and made a part of, this Agreement. To the extent there is any inconsistency between this Agreement and M&D’s Terms of Use, this Agreement shall take precedence. This Agreement constitutes the entire agreement between you and M&D relating to the subject matter addressed herein.

If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without M&D’s prior written consent. M&D may assign this Agreement and our rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.