FYI.FYI
Terms of Use
Last Updated Date: 8/8/2024
WELCOME TO FYI! PLEASE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND FYI.FYI, INC. (“FYI,” “WE,” “US” AND “OUR”). BY ACCESSING OR USING THIS WEBSITE, OR ANY OTHER WEBSITES WITH AN AUTHORIZED LINK TO THIS AGREEMENT (THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE AND APPLICATION (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY FYI OR USERS OF THE WEBSITE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS FOR AN ACCOUNT (AS DEFINED BELOW), DOWNLOADING FYI’S MOBILE APPLICATION (“APPLICATION”), AND/OR BROWSING THE WEBSITE OR APPLICATION, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE; (3) YOU ARE NOT A RESIDENT OF ANY OF THE FOLLOWING STATES: ILLINOIS, TEXAS, OR WASHINGTON, AND (4) YOU ARE NOT A PERSON BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE OR APPLICATION. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE, THE APPLICATION, OR THE SERVICES.
PLEASE NOTE THAT SOME OF THE SERVICES ARE CURRENTLY ONLY AVAILABLE IN CERTAIN STATES, AND THE SERVICES MAY NOT BE AVAILABLE IN YOUR STATE. CURRENTLY, THE SERVICES ARE NOT AVAILABLE IN ILLINOIS, TEXAS OR WASHINGTON. FYI RESERVES THE RIGHT TO EXPAND OR RESTRICT THE AVAILABILITY OF THE SERVICES AT ANY TIME AND FOR ANY REASON.
IF YOU, AS AN INDIVIDUAL, SUBSCRIBE TO THE SERVICES FOR A TERM, THEN THE AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AT FYI’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.2 BELOW.
PLEASE BE AWARE THAT SECTION 18 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND FYI HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 18 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND FYI BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (1) YOU AND FYI WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY FYI IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, FYI will make a new copy of the Agreement available at the Website and within the Application, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website and within the Application. We will also update the “Last Updated” date at the top of the Agreement. Any changes to the Agreement will be effective immediately for new Users of the Website, the Application, and/or Services and will be effective thirty (30) days after posting of notice of such changes on the Website and within the Application for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below). FYI may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application, and/or the Services. Otherwise, your continued use of the Website, the Application, and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
1.1 Create. FYI streamlines creative workflows that seamlessly integrate into existing creative process in a number of different ways, including:
(a) Multi-media Work Showcase. Users can organize their creative work into projects by displaying them in designed, modular and interactive layouts.
(b) Real-time Task Management. Users can create and assign tasks, track progress and provide updates to other Users.
(c) AI CoPilot. FYI provides AI CoPilot to assist Users in supporting their creative progress as an intelligent partner and keeping organized as a personal project management assistant.
(d) Projects. FYI allows Users creating any type of Content to use certain FYI templates to create and customize a project page to display such Content (each, a “Project”) and to create a publicly accessible link to a Projects that can be used on websites, tools, social media, and more (such a Project, a “Public Project”).
(e) RAiDiO STAiTiONS. FYI allows Users to upload any Projects into the radio functionality in the Services to direct the AI radio host to discuss and/or play the Projects, as applicable, on their own radio stations that can be shared with others.
1.2 Collaborate. FYI enhances collaboration by consolidating communication into a single platform designed around a project in a number of different ways, including:
(a) Encrypted Messaging. FYI provides a messaging platform allowing Users to communicate and collaborate with other Users in protected environment.
(b) Secure File Sharing. Users can securely share files and documents in real time with industry-leading advanced end-to-end encryption.
(c) Video Conferencing. Users can engage in high-quality video conferencing with clients and teams, with transferable meeting control capabilities.
1.3 Monetize. FYI provides an opportunity for Users to monetize their follower base through the sale of subscriptions, merchandise and/or content:
(a) Marketplace. FYI enables Users to sell digital and/or physical products (each, a “Product”) on a User’s page, and followers can purchase any such Product(s) through the Website or Application at your offered price. In offering such Products, you are prohibited from selling the following types of Products: (i) any Product that promotes illegal or unlawful activity, violence or hate speech; (ii) any Product that disparages or defames any person, entity, brand or business; and (iii) any Product that may otherwise include or be deemed Objectionable Content (as defined below) .
(b) Subscriber-Only Paywall. Users may offer subscription services (each, a “Subscription”) that allow followers to subscribe to receive exclusive access to Your Content through the Website or Application at your offered price.
2.1 Application License. Subject to your compliance with the Agreement, FYI grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
2.2 Updates. You understand that the FYI Properties are evolving. You acknowledge and agree that FYI may update the FYI Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the FYI Properties.
2.3 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the FYI Properties or any portion of the FYI Properties, including the Website and Application, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other FYI Properties (including images, text, page layout or form) of FYI; (c) you shall not use any metatags or other “hidden text” using FYI’S name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the FYI Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website or Application (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website or Application for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the FYI Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the FYI Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the FYI Properties. Any future release, update or other addition to the FYI Properties shall be subject to the Agreement. FYI, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the FYI Properties terminates the licenses granted by FYI pursuant to the Agreement.
2.4 Third-Party Materials. As a part of the FYI Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for FYI to monitor such materials and that you access these materials at your own risk.
2.5 Connected Accounts. In order to access certain of the features and functions of the Services, you may be required to link certain third-party accounts (“Connected Accounts”) to the Application or Services. By granting FYI access to any Connected Account, (i) you represent and warrant that you are entitled to disclose any log-in information provided by you in connection therewith (if applicable) and/or to grant FYI access to such Connected Accounts, (ii) you represent and warrant that you are in good standing with respect to such Connected Accounts, and (iii) you acknowledge that FYI may access data or information from such Connected Accounts (“Connected Account Data”) so that it may be used in accordance with the terms of this Agreement. You further acknowledge and agree that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. FYI will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account. You acknowledge that FYI has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data. FYI will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts. Customer acknowledges that FYI has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data. FYI will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.
2.6 Artificial Intelligence Tools. Subject to this Agreement, FYI makes available to you certain artificial intelligence tools in connection with your use of the Application (collectively, the “FYI Tools”). Except where expressly specified otherwise in this Agreement, the FYI Tools constitute a “Service” for the purposes of the Agreement and the Agreement shall apply in full to your use of the FYI Tools. Certain FYI Tools leverage publicly available and other third party large language models and artificial intelligence algorithms and deep learning platforms (“Third-Party Services”) to generate suggested text, information, results, images, and other content (collectively, the “Output”) in response to your prompts (“Prompts”). You acknowledge and agree that FYI may share your Prompts with the Third-Party Services for this purpose and such Third-Party Services may not be required to maintain the confidentiality of any of Your Content. Further, You understand that additional license requirements may apply to certain Third-Party Services, including that such Third-Party Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the Third-Party Services used. You assume all risks associated with your use of such Third-Party Services. FYI does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. FYI will have no liability for the unavailability of any Third-Party Services, or any third party’s decision to discontinue, suspend or terminate any Third-Party Services. Such Third-Party Services are not under the control of FYI and do not form part of the Services or Application. FYI is not responsible for any Third-Party Services or Output generated thereby and you use such Third-Party Services and Output at its own risk. As between the parties, each of the Prompts and Output are considered “Your Content” for the purposes of the Agreement, provided that such Prompts may be provided to Third-Party Services in order for you to access the FYI Tools.
2.7 Responsible Use of FYI Tools. You shall comply with all obligations and commitments in the Agreement with respect to Your Content in connection with your use of the FYI Tools. You are solely responsible for the Prompts, your Outputs and your use thereof. Without limiting the disclaimers in Section 12 below, you are responsible for reviewing any Output prior to your use and exercising your own judgement as to its suitability for use. Without limiting the foregoing and your representations and warranties under the Agreement, you shall not input any Prompts or use any Output that: (a) infringe or misappropriates any third party’s intellectual property rights or other proprietary rights; (b) are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal; (c) contain any viruses, worms or other malicious computer programming codes that may damage the Application; or (d) contain any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers. FYI reserves the right to suspend or terminate your access to the FYI Tools and/or Application and/or Services for any failure by you to comply with this Section. In addition to the foregoing, Your obligations under the Agreement with respect to use of the Services, your representations and warranties and indemnification obligations, shall apply in full with respect to your use of the FYI Tools. You acknowledge and agree that, notwithstanding the automated suggestions provided by the FYI Tools, you remain solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.
3.1 Registering Your Account. In order to access certain features of the FYI Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a User who has registered a user account on the Website or Application (each, an “Account”).
(a) A “Free Account” is an Account for you to use the Services for your own personal use without cost. A user who registers for a Free Account is a “Free User”.
(b) A “Paid Account” is an Account for you to use the Services for your own personal use and access the advanced features on the Services for a subscription fee. A user who registers for a Paid Account is a “Paid User”.
3.2 Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account (and if you are a parent or guardian supervising a minor user, you are responsible for all activities that occur under such minor user’s Account). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the FYI Properties if you have been previously banned from the FYI Properties.
3.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the FYI Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the FYI Properties.
4.1 You own all rights in and to Your Content (as applicable) and that you have the right to grant the rights described in this Agreement;
4.2 You will be solely responsible for the acquisition of any and all third party rights, clearances, authorizations, permissions, licenses and releases which are necessary for the licenses granted to Your Content in this Agreement, and you have paid and will pay in full any fees, royalties or other payments that are due or may become due in connection with the use of Your Content by any third party;
4.3 Your agreement to this Agreement and the provision of any services hereunder does not violate any agreement that you may have with any third party;
4.4 Your Content does not infringe, misappropriate or otherwise use without authorization the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party, or violate any law, regulation or court order;
4.5 Your Content does not contain any third-party intellectual property or other materials unless you have the permission from the rights holder;
4.6 You grant to FYI the right and license to use the trademarks, service marks, publicity rights, privacy rights, names, images, likenesses, biographical details, indicia of identity, and logos in connection with the display of any Projects as permitted herein;
4.7 You covenant that any and all of Your Content, including but not limited to Content developed in connection with Requests and/or other digital and/or social media postings, communications or statements effected by or on your behalf hereunder, will be effected in a manner that complies with applicable laws, rules, regulations and guidelines (including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising – https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that you have received consideration in exchange therefor;
4.8 You will comply with all rules, regulations and requirements of any union or guild having jurisdiction over you, including by making any payments (including health and pension payments) required by any union or guild in respect of such individuals;
4.9 You agree that this Agreement creates an independent contractor relationship and it is your and FYI’s express intent that the relationship be interpreted and held to be that of an independent contractor for all purposes. You agree that you are not a joint venturer, franchisee, partner, agent or employee of FYI, and you will not represent yourself as such.
5.1 General. You agree to pay all fees or charges in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, as set forth on FYI’s pricing page available, or as otherwise provided by you on your FYI landing page. You must provide FYI with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”) in order to purchase any of the options and/or subscriptions offered on the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing FYI with your credit card number or PayPal account and associated payment information, you agree that FYI is authorized to immediately invoice your account for all fees and charges due and payable to FYI hereunder and that no additional notice or consent is required. You agree to immediately notify FYI of any change in your billing address or the credit card or PayPal account used for payment hereunder. FYI reserves the right at any time to change its prices and billing methods, either immediately upon posting on FYI Properties or by e-mail delivery to you.
5.2 Subscription Automatic Renewal. As a Paid User, you will be responsible for payment of the applicable subscription fee for the Services (the “Subscription Fee”). Your subscription as a Paid User will continue indefinitely until terminated in accordance with the Agreement. After your initial monthly subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at FYI’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription prior to the Renewal Commencement Date by logging into your Account and going to the “Change/Cancel Subscription” page of your “Account Settings” page. If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, you can manage your subscription by contacting [email protected] or logging into your Account and going to the “Change/Cancel Subscription” page of your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. By subscribing, you authorize FYI to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if FYI does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that FYI may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
5.3 Payments to You. You have the ability to set the prices displayed to followers for any Products and/or Subscriptions offered on the Services. You acknowledge and agree that FYI is entitled to collect the Gross Revenues (as defined below), and that prior to paying you, FYI will deduct any credit card processing fees associated with the payment by FYI to you of such Gross Revenues, and FYI shall retain a percentage of the Gross Revenues. “Gross Revenues” means all revenue received by FYI from any Product and/or Subscription transaction. FYI will then remit the remaining amount to your Account, at which point you may claim the funds from your Account.
5.4 Taxes. The payments required under Section 5.2 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If FYI determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, FYI shall collect such Sales Tax in addition to the payments required under Section 5.2 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to FYI, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify FYI for any liability or expense FYI may incur in connection with such Sales Taxes. Upon FYI’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5.5 Withholding Taxes. You agree to make all payments of fees to FYI free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to FYI will be your sole responsibility, and you will provide FYI with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
5.6 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: FYI.FYI, Inc., 10960 Wilshire Blvd., 5th Floor, Los Angeles, California 90024.
5.7 Third-Party Service Provider. FYI uses Stripe, Inc. (“Stripe”) as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy: https://stripe.com/privacy and Stripe’s Terms of Service: https://stripe.com/ssa, and hereby consent and authorize FYI and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Providers to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
5.8 Free Trials and Other Promotions. Any free trial or other promotion that provides Paid level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of the Services will expire and any further use of the Services is prohibited unless you pay the applicable Service Subscription Fee for any such Paid User level access.
7.1 Types of Content. You acknowledge that all Content, including the FYI Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not FYI, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise share or make available (“Make Available”) through the FYI Properties, including any Projects (“Your Content”), and that you and other Users of the FYI Properties, and not FYI, are similarly responsible for all Content they Make Available through the FYI Properties (“User Content”). Your Content includes any and all Connected Account Data.
7.2 No Obligation to Pre-Screen Content. You acknowledge that FYI has no obligation to pre-screen Content (including, but not limited to, User Content), although FYI reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation messages that you send using the Services. In the event that FYI pre-screens, refuses or removes any Content, you acknowledge that FYI will do so for FYI’s benefit, not yours. Without limiting the foregoing, FYI shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
7.3 Storage. Unless expressly agreed to by FYI in writing elsewhere, FYI has no obligation to store any of Your Content that you Make Available on the FYI Properties. FYI has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the FYI Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that FYI retains the right to create reasonable limits on FYI’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by FYI in its sole discretion.
8.1 FYI Properties. Except with respect to Your Content and User Content, you agree that FYI and its suppliers own all rights, title and interest in the FYI Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Application, the Services, or the FYI Properties.
8.2 Trademarks. “FYI” and other related graphics, logos, service marks and trade names used on or in connection with the FYI Properties are the trademarks of FYI and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the FYI Properties are the property of their respective owners.
8.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the FYI Properties.
8.4 Your Content. FYI does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the FYI Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
8.5 License to Your Content. Subject to any applicable account settings that you select, you grant to FYI and its sublicensees a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publish, translate, create derivative works from, publicly perform, and publicly display, Your Content (in whole or in part), in any medium or manner, now known or hereafter devised, for the purposes of operating and providing the FYI Properties to you and to our other Users and, on an aggregated, de-identified basis, to improve FYI’s machine learning model and artificial intelligence algorithms (“Models”). All right, title, and interest in and to the Models are retained by FYI. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the FYI Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not FYI, are responsible for all of Your Content that you Make Available on or in the FYI Properties.
8.6 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of FYI.
8.7 Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter.
8.8 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to FYI through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that FYI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to FYI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the FYI Properties.
9.1 General. While using or accessing the FYI Properties you agree that you will not, under any circumstances:
(a) Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
(b) Interfere with or damage FYI Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(c) Fail to honor any transaction, unless you fail to comply with the terms of such transaction;
(d) Post false, inaccurate, misleading, defamatory or libelous content;
(e) Take any action that may undermine our feedback or ratings systems;
(f) Bypass our robot exclusion headers, interfere with the working of the FYI Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
(g) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(h) Use the FYI Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, any photographs, audio, video or other media containing images or voices of individuals other than yourself, personal contact information or credit, debit, calling card or account numbers;
(i) Upload, share, post, email, transmit, query or otherwise make available through or to the FYI Properties any sensitive personal information, whether related to yourself or to other individuals, including financial, medical, or health data, government IDs, passport numbers, social security numbers, other government identifiers or data regarding children; or
(j) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; or (vi) infringes a third party’s intellectual property or privacy or other proprietary right.
9.2 Acceptable Use. In connection with your access to and use of the Services, you will not, and will ensure that Your Content that you Make Available on the Services does not:
(a) violate any law, regulation, or court order;
(b) violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
(c) submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity) (collectively, the “Objectionable Content”), including but not limited to:
(i) defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if the app is likely to humiliate, intimidate, or harm a targeted individual or group;
(ii) realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence;
(iii) depictions that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition
(iv) overtly sexual or pornographic material, defined by Webster’s Dictionary as “explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings”;
(v) inflammatory religious commentary or inaccurate or misleading quotations of religious texts; or
(vi) false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers.
(d) send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
(e) stalk, harass, threaten, or harm any third party;
(f) impersonate any third party;
(g) participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or
(h) advocate, encourage, or assist any third party in doing any of the foregoing.
9.3 Investigations. FYI may, but is not obligated to, monitor or review the FYI Properties and Content at any time. Without limiting the foregoing, FYI shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although FYI does not generally monitor user activity occurring in connection with the FYI Properties or Content, if FYI becomes aware of any possible violations by you of any provision of the Agreement, FYI reserves the right to investigate such violations, and FYI may, at its sole discretion, immediately terminate your license to use the FYI Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
10.1 User Responsibility. You are solely responsible for your interactions with other Users of the FYI Properties and any other parties with whom you interact through the FYI Properties; provided, however, that FYI reserves the right, but has no obligation, to intercede in such disputes.
10.2 Content Provided by Other Users. The FYI Properties may contain User Content provided by other Users. FYI is not responsible for and does not control User Content. FYI has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
10.3 Third-Party Services & Ads. The FYI Properties may contain links and/or integrate with third-party websites and/or services (“Third-Party Services”) and advertisements for third parties (“Third-Party Ads”) (collectively, “Third-Party Services & Ads”). For example, we may use a Third-Party Service to help us distribute your Artist Works to Music Platforms. When you click on a link to or otherwise access a Third-Party Service or a Third-Party Ad, we will not warn you that you have left the FYI Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of FYI. FYI is not responsible for any Third-Party Services & Ads. FYI provides these Third-Party Services & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services & Ads, or their products or services. You use Third-Party Services & Ads at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
10.4 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is entered into between you and FYI and not with the App Store. FYI, not the App Store, is solely responsible for FYI Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with FYI Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any FYI Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce it.
10.5 Additional Terms for Apple Applications. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and FYI only, and not Apple, and (ii) FYI, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between FYI and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of FYI.
(d) You and FYI acknowledge that, as between FYI and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and FYI acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between FYI and Apple, FYI, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and FYI acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
10.6 Additional Terms for Google Applications. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and FYI only, and not Google, Inc. (“Google”), and (ii) FYI, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.
(b) Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
(c) FYI, and not Google, is solely responsible for its Google Play Sourced Application;
(d) Google has no obligation or liability to you with respect to FYI’s Google Play Sourced Application or this Agreement; and
(e) You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to FYI’s Google Play Sourced Application.
12.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE FYI PROPERTIES IS AT YOUR SOLE RISK, AND THE FYI PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FYI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) FYI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE FYI PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE FYI PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FYI PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE FYI PROPERTIES WILL BE CORRECTED.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE FYI PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE FYI PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. FYI MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FYI OR THROUGH THE FYI PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, FYI MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT FYI’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
12.2 No Liability for Outputs. THE FYI TOOLS ARE INTENDED AS OUTPUT GENERATION TOOLS ONLY AND DO NOT CONSTITUTE MEDICAL, LEGAL, ACCOUNTING, OR OTHER ADVICE OF A CERTIFIED OR QUALIFIED PROFESSIONAL AND FYI MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. FYI DOES NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THE FYI TOOLS LEVERAGE THIRD-PARTY SERVICES AND THAT FYI IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FYI LIABLE, FOR THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE FYI TOOLS AND ANY OUTPUT RESULTING THEREFROM. YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES. THIS SECTION WILL APPLY TO YOU SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
12.3 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT FYI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FYI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
12.4 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE FYI PROPERTIES. YOU UNDERSTAND THAT FYI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE FYI PROPERTIES. FYI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE FYI PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE FYI PROPERTIES.
(a) FYI MAKES NO WARRANTY THAT ANY PRODUCTS AND/OR SUBSCRIPTIONS PROVIDED BY USERS WILL MEET YOUR REQUIREMENTS OR THAT SUCH SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FYI MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE FYI PROPERTIES.
(b) WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF TRANSACTIONS, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF END UESRS TO INITIATE TRANSACTIONS, THE ABILITY OF USERS TO ACCEPT TRANSACTIONS, OR THAT A USER WILL ACTUALLY HONOR A DEAL.
12.5 No Medical Advice.
(a) IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION OR CONTENT AVAILABLE ON THE FYI PROPERTIES. THE USE OF INFORMATION AND CONTENT PROVIDED THROUGH THE FYI PROPERTIES IS SOLELY AT YOUR OWN RISK.
(b) NOTHING STATED OR POSTED ON THE FYI PROPERTIES OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.
12.6 No Professional Advice. THE CONTENT AND INFORMATION LOCATED ON THE FYI PROPERTIES ARE DESIGNED FOR EDUCATIONAL, INFORMATIONAL, AND ENTERTAINMENT PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE FYI PROPERTIES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING MEDICAL ADVICE. YOU MUST NOT RELY ON ANY OF THE CONTENT AND INFORMATION FOR ANY PURPOSES WHATSOEVER, AND YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.
12.7 Forward-Looking Statements. CERTAIN CONTENT CONTAINED HEREIN MAY BE BASED UPON FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN, AND FACTORS AFFECTING THE MARKETS IN GENERAL OR INDUSTRIES OR ISSUERS IN PARTICULAR MAY CAUSE EVENTS OR RESULTS TO VARY FROM THOSE DESCRIBED HEREIN. ACCORDINGLY, YOU SHOULD NOT UNDULY RELY ON OR DRAW CONCLUSIONS FROM FORWARD LOOKING STATEMENTS.
12.8 Cryptocurrency. FYI WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE CONTENT PROVIDED BY USERS ON THE FYI PROPERTIES OR INFORMATION ON EXCHANGE OR THROUGH USE OF CRYPTOCURRENCY.
13.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL FYI PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FYI PROPERTIESOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FYI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE FYI PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE FYI PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE FYI PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON FYI PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE FYI PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
13.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL FYI PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY FYI AS A RESULT OF YOUR USE OF THE FYI PROPERTIES IN THE SIX (6) MONTHS PRECEEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID FYI ANY AMOUNTS IN THE SIX (6) MONTHS PRECEEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, FYI’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
13.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
13.4 User Content. FYI PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
13.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FYI AND YOU.
15.1 Termination or Suspension of Services by FYI. FYI may terminate or suspend your right to use the FYI Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, FYI may terminate or suspend your right to use the FYI Properties if you breach any provision of the Agreement or any policy of FYI posted through the FYI Properties from time to time; if FYI otherwise finds that you have engaged in inappropriate and/or offensive behavior; if FYI believes you are creating problems or possible legal liabilities; if FYI believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if FYI believes you are infringing the rights of third parties; if FYI believes you are acting inconsistently with the spirit of this Agreement; or if despite our reasonable endeavors, FYI is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, FYI reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, this Agreement will remain enforceable against you.
15.2 Termination of Services by You. If you want to terminate the Services provided by FYI, you may do so by closing your Account for all of the Services that you use. The rights granted by you hereunder terminate once you remove or delete your Projects from the Services, or generally when you close your Account pursuant to this Section 15.2. You acknowledge that FYI may retain, but not display, distribute or perform, server copies of Projects that have been removed or deleted.
15.3 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. We may also retain your information for fraud or similar purposes. FYI will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
16.1 Violations. If FYI becomes aware of any possible violations by you of the Agreement, FYI reserves the right to investigate such violations. If, as a result of the investigation, FYI believes that criminal activity has occurred, FYI reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. FYI is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the FYI Properties, including Your Content, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; (5) protect the rights, property or personal safety of FYI, its Users or the public; or (6) in connection with all enforcement actions or investigations or other government officials, as FYI in its sole discretion believes to be necessary or appropriate.
16.2 Breach. In the event that FYI determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for the FYI Properties, FYI reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to FYI) that you have violated the Agreement;
(b) Delete any of Your Content provided by you or your agent(s) to the FYI Properties;
(c) Discontinue your registration(s) with any of the FYI Properties, including the Services;
(d) Notify and/or send Content to, and/or fully cooperate with, the proper law enforcement authorities for further action; and/or
(e) Pursue any other action which FYI deems to be appropriate.
16.3 No Subsequent Registration. If your registration(s) with or ability to access the FYI Properties is discontinued by FYI due to your violation of any portion of the Agreement or for any other inappropriate conduct, as determined by FYI in its sole discretion, then you agree that you shall not attempt to re-register with or access the FYI Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, FYI reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
18.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and FYI agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and FYI may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or FYI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
18.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and FYI. If that occurs, FYI is committed to working with you to reach a reasonable resolution. You and FYI agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and FYI therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to FYI that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at FYI.FYI, Inc., 10960 Wilshire Blvd., 5th Floor, Los Angeles, California 90024. The Notice must include: (1) your name, telephone number, mailing address, email address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
18.3 Waiver of Jury Trial. YOU AND FYI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and FYI are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
18.4 Waiver of Class or Other Non-Individualized Relief. YOU AND FYI AGREE THAT, EXCEPT AS SPECIFIED IN THE SUBSECTION ENTITLED “BATCH ARBITRATION”, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and FYI agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or FYI from participating in a class-wide settlement of claims.
18.5 Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and FYI agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and FYI otherwise agree, or the Batch Arbitration process discussed in the subsection entitled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and FYI agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
18.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the subsection entitled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.
18.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
18.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or FYI need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
18.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and FYI agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against FYI by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by FYI.
You and FYI agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
18.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: FYI.FYI, Inc., 10960 Wilshire Blvd., 5th Floor, Los Angeles, California 90024, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
18.11 Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with FYI as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
18.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if FYI makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to FYI at FYI.FYI, Inc., 10960 Wilshire Blvd., 5th Floor, Los Angeles, California 90024, your continued use of the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to Agreement) remain in full force and effect. FYI will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
19.1 Electronic Communications. The communications between you and FYI use electronic means, whether you visit the FYI Properties or send FYI e-mails, or whether FYI posts notices on the FYI Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from FYI in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that FYI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
19.2 Release. You hereby release FYI Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the FYI Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites or services of any kind arising in connection with or as a result of the Agreement or your use of the FYI Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
19.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without FYI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
19.4 Force Majeure. FYI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
19.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the FYI Properties, please contact us at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
19.6 Governing Law; Exclusive Venue. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state or federal courts located in the Los Angeles County, California.
19.7 Notice. Where FYI requires that you provide an e-mail address, you are responsible for providing FYI with your most current e-mail address. In the event that the last e-mail address you provided to FYI is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, FYI’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to FYI at the following address: FYI.FYI, Inc., 10960 Wilshire Blvd., 5th Floor, Los Angeles, California 90024. Such notice shall be deemed given when received by FYI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
19.8 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19.9 Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
19.10 Export Control. You may not use, export, import, or transfer the FYI Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the FYI Properties, and any other applicable laws. In particular, but without limitation, the FYI Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the FYI Properties, you represent and warrant that (i) you are 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the FYI Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by FYI are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer FYI products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
19.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
19.12 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
