THE CHILDREN'S PLACE TERMS AND CONDITIONS

Effective Date: October 10, 2024

PLEASE NOTE: EXCEPT WHERE PROHIBITED BY LAW, THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION CLAUSE (SECTION 13) AND CLASS ACTION WAIVER (SECTION 13). THE CLAUSE AND WAIVER AFFECT HOW DISPUTES WITH THE CHILDREN’S PLACE ARE RESOLVED. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THESE PROVISIONS. PLEASE READ THEM CAREFULLY. IF YOU ARE A RESIDENT OF CANADA, OR IF YOU ARE A RESIDENT OR HAVE PURCHASED A PRODUCT IN ANY STATE, PROVINCE, TERRITORY OR JURISDICTION WHERE SUCH CLAUSES OR WAIVERS ARE PROHIBITED, THEN SECTION 13(a) DOES NOT APPLY TO YOU TO THE EXTENT OF THE PROHIBITION.

This website is operated by The Children’s Place, Inc. (“The Children’s Place”). These terms and conditions (the “Terms”) govern your use of the website and the services, applications, content, and products of The Children’s Place and all offers made by The Children’s Place, all purchases and orders placed by you, all interactions with The Children’s Place, and all agreements concluded between us in relation to the products and services offered on this website (collectively, the “Site”), unless otherwise noted in these Terms.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AND OUR PRIVACY POLICY, FOUND AT www.childrensplace.com/privacy-us, INCORPORATED HEREIN BY REFERENCE GOVERN YOUR USE OF AND ACCESS TO THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SITE. THE CHILDREN’S PLACE RESERVES THE RIGHT TO MAKE CHANGES TO THE SITE AND TO THESE TERMS FROM TIME TO TIME.

When we make changes to the Terms, we will post them here. Any changes to the Terms are effective upon the Effective Date (as stated above). You agree to periodically review the Terms in order to be aware of any such modifications. The Children’s Place provides you with access to and use of the Site subject to your compliance with the Terms. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except as specifically permitted on the Site.

1. Ownership

Unless otherwise noted, the content on this Site, such as images, graphics, text, illustrations, trademarks, trade names, service marks, logos, software, information from our licensors, and other materials (“Materials and Content”), is the property of The Children’s Place or its subsidiaries and affiliates or that of its suppliers or licensors and is protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided on the Site or in these Terms, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit or distribute any Materials and Content from this Site in whole or in part, for any public or commercial purpose without the specific prior written permission of The Children’s Place. We grant you a personal, limited, nonexclusive, nontransferable license to access the Site and to use the information and services contained here solely for your personal, noncommercial use as described below. To the fullest extent permitted by applicable law, we reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the products and services described on the Site and to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, the Materials and Content on the Site as well as features and/or hours of availability of the Site, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. One or more patents may apply to this Site, including without limitation: U.S. Patent Nos. 5,528,490; 5,761,649; 7,908,173; and 7,908,176.

2. User Content and Conduct

The Site may permit the submission of content, information, text, images, recordings, audio content, videos or other communications submitted by User ("User Content"), as well as the distribution of such User Content to other users of the Site. Except as provided under Submission of Ideas (below), by submitting User Content, you grant The Children’s Place, its agents, licensees, and assigns an irrevocable, perpetual, non-exclusive right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use the User Content as-is or as-edited (with or without using your name) in any media throughout the world for any purpose now existing or hereinafter developed, without limitation, and without additional review, compensation, or approval from you. In addition, The Children’s Place has no obligation to keep any User Content confidential.

With respect to all User Content that you submit, you represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to grant the right set forth in the preceding paragraph; (ii) the User Content does not infringe any patent, trademark, trade secret, copyright or other proprietary right of any other party; (iii) the User Content does not violate the rights of any person or entity (including, without limitation, intellectual property rights and privacy rights); (iv) the User Content is not misleading or inaccurate; (v) the User Content is not unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, profane, libelous, invasive of another’s privacy, aimed at gender, race, color, ethnicity, sexual orientation, national origin, religious views, or disability, hateful or bashing, otherwise objectionable, or in violation of local, state, national, or international law; (vi) the User Content is not an advertisement or solicitation of business; (vii) the User Content does not disrupt the normal flow of dialogue and is not unrelated to the topic being discussed (unless it is clear the discussion is free-form); (viii) you will not submit or post a chain letter or pyramid scheme; (ix) you will not impersonate another person; (x) you will not distribute viruses or other harmful computer code; (xi) you will not harvest or otherwise collect information about others, including email addresses, without their consent; (xii) you will not post the same User Content more than once or “spamming”; (xiii) you will not engage in any other conduct that restricts or inhibits any other person from using or enjoying the Site, or which, in the judgment of The Children’s Place, exposes The Children’s Place or its subsidiaries and affiliates to any liability or detriment of any type and (xiv) all User Content does and will comply with these Terms.

The Children’s Place is not responsible for, and does not endorse, User Content posted by any member. We cannot be held liable, directly or indirectly, for any loss or damage caused to you in connection with any User Content posted by another member. You are solely responsible for the User Content you submit or post, the consequences of providing User Content, and your reliance on any User Content.

To the fullest extent permitted by applicable law, The Children’s Place reserves the right (but is not obligated) to: (i) remove or edit any User Content from the Site at any time, for any lawful reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content); (ii) record conversations, postings, and User Content on the Site; and (iii) monitor, edit, or disclose any User Content, regardless of whether such User Content violates these Terms. Without limiting the foregoing, The Children’s Place has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE AND HOLD HARMLESS THE CHILDREN’S PLACE AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND PARTNERS FROM ANY NOTIFICATIONS, CLAIMS, LOSSES OR DAMAGES RESULTING FROM ANY ACTION TAKEN BY THE CHILDREN’S PLACE AND ITS AFFILIATES AND VENDORS DURING OR AS A RESULT OF ITS INVESTIGATION OF NOTIFICATIONS OR CLAIMS BY THIRD PARTIES OR LAW ENFORCEMENT AUTHORITIES AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH NOTIFICATIONS OR CLAIMS.

3. Submission of Ideas

The Children’s Place does not accept or review unsolicited ideas, suggestions, proposals or materials, including but not limited to ideas regarding new or improved products, designs or artwork, advertising or marketing campaigns, or technologies (the “Submission”). Notwithstanding such policy, any Submission communicated to The Children’s Place through this Site or otherwise shall be the sole and exclusive property of The Children’s Place without any compensation to you and may be used or redistributed by The Children’s Place for any purpose and in any way without any compensation to you. The Children’s Place has no obligation to return the Submission to you or respond to you in any way and no obligation to keep the Submission confidential.

4. Access

The Site may be used only for lawful purposes and is available only for your personal, noncommercial use, which shall be limited to viewing the Site, purchasing products, providing information to the Site and downloading product information for your personal review. The Children’s Place may impose limits on certain features and services offered on the Site or restrict your access to parts or all of the Site without notice of liability. You acknowledge that from time to time the Site may be inaccessible or inoperable for any reason.

You take full responsibility for your participation on the Site. As a condition of using certain features of the Site, you may be required to register on the Site and/or select a Username (User ID) and password. You must provide accurate, complete and updated registration information. Your failure to do so will constitute a breach of the Terms, which may result in immediate termination of your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person, or use as a User ID a name subject to any rights of a person other than the User without appropriate authorization. The Children’s Place reserves the right to refuse registration of, or cancel, a User ID in its sole discretion. You are responsible for maintaining the confidentiality of your User ID and password.

The Children’s Place specifically prohibits any unlawful or disruptive use of the Site.

5. Browsing Session Information

We use technologies that maintain records of your browsing session, chats, and other activities on our Site. These technologies may include session replay that maintains a record of your interactions with our Site, chat providers that maintain a transcript of your chats, cookies, pixels, and other tracking technologies that share some of your interactions with our Site, as well as other technologies that collect and share your interactions with our Site. We use this information for quality control, customer service, fraud prevention and security, and marketing purposes and in accordance with our Privacy Policy.

6. Security Rules

Violations of system or network security may result in civil or criminal liability. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (i) accessing data not intended for you or logging on to a Company server or account that you are not authorized to access; or (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt).

7. Product and Pricing Information

Although The Children’s Place has made every effort to display our products and their colors as accurately as possible, the displayed colors of the products depend upon the monitor of the User, and The Children’s Place cannot guarantee that the User’s monitor will accurately portray the actual colors of the products. Products displayed may be out of stock or discontinued, and prices are subject to change. To the fullest extent permitted by applicable law, The Children’s Place is not responsible for typographical errors regarding price or any other matter.

8. COPYRIGHT PROTECTION – Notice and Take Down Procedures

If you are a resident of the United States and believe any User Content on the Site infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing:

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed to have been infringed at the Site and are covered by a single notification, a representative list of such works; Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic email address at which you may be contacted;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

A physical or electronic signature of the copyright holder or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The designated Copyright Agent for The Children’s Place to receive notification of claimed infringement is the Office of the General Counsel at The Children’s Place, Attn: Office of the General Counsel, 500 Plaza Drive, Secaucus, NJ 07094 or dmcalegal@childrensplace.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of members who are repeat infringers.

IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE CHILDREN’S PLACE ABOUT INFRINGEMENTS OF COPYRIGHTED MATERIAL. ALL OTHER INQUIRIES, SUCH AS PRODUCT- OR SERVICE-RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

9. Privacy Policy

The Children’s Place collects, uses, discloses and otherwise processes personal information in accordance with its privacy policy, which is available at www.childrensplace.com/privacy-us and which is incorporated in to these Terms by reference. The Children’s Place strongly encourages you to review the privacy policy carefully.

10. Disclaimers and Limitation of Liability

IN THE EVENT YOU ARE A RESIDENT OR HAVE PURCHASED A PRODUCT WITHIN A STATE, PROVINCE, TERRITORY OR JURISDICTION THAT PROHIBITS THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR CONDITIONS THEN SUCH LIMITATIONS OR EXCLUSIONS DO NOT APPLY TO YOU TO THE EXTENT OF THE PROHIBITION.

The Children’s Place publishes information on its Site as a convenience to its visitors. While The Children’s Place attempts to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors. We reserve the right to make corrections and changes to the Site at any time without notice. The products described on the Site may not be available in your region. The Children’s Place does not claim that the information on the Site is appropriate to your jurisdiction or that the products described on its Site will be available for purchase in all jurisdictions.

You assume all responsibility and risk with respect to your use of the Site, which is provided “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE CHILDREN’S PLACE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION ACCESSED FROM OR VIA THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT AND MATERIALS, FUNCTIONS AND SERVICES PROVIDED ON THE SITE, WHICH ARE PROVIDED WITHOUT WARRANTY OR CONDITION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OR CONTENT OF INFORMATION, UNINTERRUPTED ACCESS AND ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE CHILDREN’S PLACE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS FUNCTION OR THE CONTENT AND MATERIALS OR THE SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE CHILDREN’S PLACE MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY REPRESENTATION WARRANTY, OR CONDITION NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

The Children’s Place makes no representations, warranties, or conditions of any kind regarding any non-Company sites to which you may be directed or hyperlinked from this Site. Hyperlinks are included solely for your convenience, and The Children’s Place makes no representations, warranties, or conditions with regard to the accuracy, availability, suitability or safety of information provided in such non-Company sites. The Children’s Place does not warrant or condition any products or services offered or provided by or on behalf of third parties on the Site.

11. Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold The Children’s Place and its affiliates and any of their directors, officers, employees, agents and representatives harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your misuse of the Site, your violation of the Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third-party claim that any information or materials you provide infringes any third-party proprietary right.

12. Informal Dispute Resolution

We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, or to court if you are a resident of Canada, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally, and us. To initiate this good faith effort to informally resolve a dispute you agree to notify us in writing at The Children’s Place, Inc., 500 Plaza Dr, Secaucus, NJ 07094, USA, Attention: Legal Department, 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 so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call or videoconference with us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or we may commence proceedings as set out in these Terms to resolve the dispute consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to commencing an arbitration. You and we agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice to the date an action is commenced or the conclusion of the 60-day period described above, whichever is sooner. A court of competent jurisdiction shall have the authority to enforce this condition precedent, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

13. Dispute Resolution

(a) Arbitration Agreement and Waiver of Certain Rights

Unless you are a resident of Canada (in which case Section 13 (b) shall apply), you and The Children’s Place agree that, except as set forth below, we will resolve any controversies, claims, counterclaims, or other disputes between you and The Children’s Place or you and a third-party agent of The Children’s Place (a “Claim”) through final and binding arbitration instead of through court proceedings in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law or in arbitration prior to the date you agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) 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 of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any Claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.

To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your Claim at The Children’s Place, Inc., 500 Plaza Dr, Secaucus, NJ 07094, USA, Attention: Legal Department. This letter must be sent at least ten (10) business days before you initiate an arbitration proceeding against us.

Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, The Children’s Place will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or The Children’s Place from seeking action by federal, state, or local government agencies. You and The Children’s Place also have the right to bring qualifying Claims in small claims court or transfer qualifying Claims to small claims court. Either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) business days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph. In addition, you and The Children’s Place retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor The Children’s Place may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only your and/or The Children’s Place’s individual Claims.

If for any reason a Claim proceeds in court rather than in arbitration, you and The Children’s Place each waive any right to a jury trial. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

This Arbitration Agreement Section of the Terms will survive the termination of your relationship with The Children’s Place.

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 OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR THE CHILDREN’S PLACE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Mass Arbitration Process Requirements

If twenty-five (25) or more similar claims are asserted against The Children’s Place at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such claim) (a “Mass Arbitration”), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Regardless of the provisions in the arbitration agreement above about the prohibitive costs of individual arbitration for you, if your lawyer or their business partner is directly or indirectly paying or advancing the arbitration fees and costs in a mass arbitration on your behalf, the Process Arbitrator shall have discretion to determine whether the total arbitration fees and costs due to AAA should be split evenly between the claimants, on the one hand, and us, on the other hand. The Process Arbitrator shall make or confirm this discretionary decision before the initiation of each batch, as set out below. In the final decision, the arbitrator can reevaluate and divide the arbitration fees and costs among the parties in amounts they see fit to ensure a fair division among the parties. Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by The Children’s Place. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which The Children’s Place will pay the mediator's fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by The Children’s Place. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which The Children’s Place will pay the mediator's fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated claims, including your Claim, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on your Claims and filing fee deadlines shall be tolled for claims subject to this section regarding “Mass Arbitration Process Requirements” from the time claims are selected for the first set of batching proceedings until the time your Claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against The Children’s Place. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and we agree that your and our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

(b) Governing Law, Choice of Forum and Waiver of Rights for Canadian Residents

If you are a resident of Canada, you and The Children’s Place agree that any Claim shall be resolved in accordance with the laws of the Province of Ontario without regard to its conflict of law rules. Any disputes, actions or proceedings relating to these Terms or your access to or use of the Site must be brought before the courts of the Province of Ontario in the City of Toronto, Ontario and you irrevocably consent to the exclusive jurisdiction and venue of such courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14. General Information

These Terms, including our Privacy Policy and My Place Rewards terms and conditions (for registered site users where available) constitute the entire agreement between you and The Children’s Place and govern your use of the Site, and they supersede any prior agreements between you and The Children’s Place. The Children’s Place may terminate this Agreement and deny you access to the Site at any time, immediately and without notice, if in The Children’s Place’s sole discretion you fail to comply with any provision of these Terms. The provisions relating to Disclaimers and Limitation of Liability, Indemnity, and Disputes shall survive any termination.

You agree that no joint venture, partnership, employment or agency relationship exists between The Children’s Place and you as a result of this Agreement or your use of the Site.

The failure of The Children’s Place to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You may not assign the Terms or any of your rights or obligations under the Terms without The Children’s Place’s express written consent. The Terms inure to the benefit of The Children’s Place’s successors, assigns, affiliates and licensees. The section titles in these Terms are for convenience only and have no legal or contractual effect.

To contact us with any questions or concerns in connection with these Terms or the Site, or to provide any notice under these Terms to us, please refer to our Contact Us page.

15. Severability

Except for the Mass Arbitration Process Requirements section, if any of the terms or conditions herein shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition. However, if a Claim is part of a Mass Arbitration, and any part of the Mass Arbitration Process Requirements section is found to be invalid, void, or unenforceable, the Arbitration Agreement & Waiver of Certain Rights, including the Mass Arbitration Process Requirements section, shall be severed in its entirety.

16. French Language

Applicable only if you reside in the Province of Quebec: You acknowledge having been offered the choice to enter into these Terms in English and in French and having expressly requested to enter into these terms in English only, after being provided with the French version. Therefore, the parties hereby consent to these Terms being drawn up exclusively in English and to have all related documents be drawn up in English only. Vous reconnaissez vous être fait offrir le choix de conclure ce contrat en anglais et en français et avoir expressément demandé de le conclure uniquement an anglais, après avoir reçu la version française. Par conséquent, les parties conviennent que ce contrat soit rédigé exclusivement en anglais et que tous les documents qui s’y rattachent soient uniquement en anglais.

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