Terms & Conditions

Fan Controlled Sports & Entertainment, Inc.

TERMS AND CONDITIONS

Last modified: September 16, 2020

Fan Controlled Sports & Entertainment, Inc. and its affiliates and subsidiaries, including Fanchise League Company LLC, Fanchise Services Company Inc., and Fanchise Technology Company LLC (collectively, the “Company,” “we,” “us” or “our”) operates a football league where real fans pick the plays executed by real players in real-time.

Please read the following Terms & Conditions (“Terms”), together with any policies and other documents they expressly incorporate by reference and our Privacy Policy carefully because they govern your access to and use of our website located at www.fcf.io (the “Website”), corresponding mobile application (“App”), and any content, functionality, web applications and services offered therein whether you are a guest or a registered user. To make these Terms easier to read, the Website, our services and App are collectively called the “Services.”

Please review the Section titled “User Content” below so that you understand how content ownership works for the Services. Any content that you submit via the Services (with limited exception) belongs to us and you agree that you are assigning ownership of such content to us as further described below. [This means that after you submit content to us you won’t be able to use that content any more for any purpose without our permission.]

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE SECTION TITLED “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

Table of Contents

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

Additional Terms

From time to time, we may release new features and functionality for the Services which may be subject to additional terms. These additional terms will be made available via the Services. If there’s a conflict between these Terms and the additional terms, the additional terms will govern your use and access to such new features or functionality.

Changes to these Terms

We may revise, modify and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised, modified or updated Terms means that you accept and agree to such changes. You are expected to check this page from time to time, so you are aware of any changes, as they are binding on you. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Privacy Policy

All information that we collect on or through the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Accessing the Services and Account Security

The Services are offered and available to users who are 16 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. If you do not meet all of these requirements, then you must not access or use the Services.

For certain features of the Services, you may be required to create an account and provide certain registration details or other information. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, then you must treat such information as confidential and you must not disclose it to any other person or entity. You also acknowledge and agree that your account is personal to you and you shall not provide any other person with access to the Services or any portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer, so that others are not able to view or record your username, password or other personal information. You’re responsible for all activities that occur under your account.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Intellectual Property Rights

The Services and their entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, as applicable. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

These Terms permit you to use the Services for your personal, non-commercial use only. Without limiting any other terms or conditions of these Terms, you must not reproduce, distribute, modify, create derivative works of, disassemble, reverse engineer, publicly display, publicly perform, republish, download, store or transmit any part of the Services or materials on the Services, except as follows:

  • Your device (including, without limitation, computer, mobile phone, tablet, game console, STB, smart TV and other internet connected platforms and devices) may temporarily store copies of such materials in RAM or other system memory incidental to your accessing and viewing those materials;
  • You may store files that are automatically cached by your Web browser for display enhancement purposes;
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution; and
  • If we provide social media features with certain content, then you may take such actions as are enabled by such features.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, then your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials that you have made. No right, title or interest in or to the Services or any content in or on the Services is transferred to you, and all rights not expressly granted hereunder are reserved by the Company. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Trademarks

The Company’s name, the terms “Fan Controlled Football” and “FCF,” the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

No Support or Maintenance

You understand, acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Services.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
  • To send, knowingly receive, upload, download, use or re-use any material that does not comply with the Content Standards set out in these Terms;
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us in our sole and absolute discretion, may harm the Company or users of the Services or expose them to liability;

Additionally, you agree not to:

  • Harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
  • Use software or automated agents or scripts to produce multiple accounts on the Services or to generate automated searches, requests or queries to (or to strip, scrape or mine data from) the Services;
  • Use, display, mirror, extract, scrape, copy, index or frame the Services (including any content made available by us therein) or any individual element within the Services, Company’s name, any Company’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Company’s express written consent;
  • Modify copies of any materials from the Services;
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text;
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services;
  • Use or access the Services in order to build a similar or competitive website, product or service;
  • License, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services whether in whole or in part, or any contact displayed on or through the Services;
  • Access or use for any commercial purposes any part of the Services or any products, services or materials available on or through the Services;
  • Use the Services in any manner that could disable, overburden, damage or impair the Services or interfere with any other party’s use of the Services, including, without limitation, their ability to engage in real time activities through the Services;
  • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including, without limitation, monitoring or copying any of the material on the Services;
  • Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
  • Use any device, software or routine that interferes with the proper working of the Services;
  • Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful;
  • Use, or provide ancillary offerings to anyone, that are not offered within the Services by us (or the functionality of the App Store), such as hosting, “leveling” services, mirroring our servers, matchmaking, emulation, communication redirects, mods, hacks, cheats, bots (or any other automated control), trainers and automation programs that interact with the Services in any way, tunneling, third party program add-ons, and any interference with online or network play;
  • Play on another user’s account to “boost” the account’s status, level or rank;
  • Use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on the Services or for any other purpose;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server(s) on which the Services are stored, or any server, computer or database connected to the Services;
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
  • Otherwise attempt to interfere with the proper working of the Services; or
  • Encourage or enable anyone else to any of the foregoing.

The Services may have built-in mechanisms designed to prevent granting one user an unfair advantage over other users (these actions are “Cheating” and the software is the “Cheat Detection Software”). We may add or update our Cheat Detection Software periodically as we may require in our sole discretion. The Services and/or the Cheat Detection Software may collect and transmit details about your account, gameplay, and unauthorized programs or processes in connection with Cheating, subject to our Privacy Policy and applicable law. In the event that we in our sole discretion conclude that you are Cheating, you agree that we may exercise any or all of our rights under these Terms, including termination of these Terms and your access to our Services. In addition if you Cheat in one instance while using our Services, we may terminate your license to use all of our Services.

User Content

The Services may allow users to upload, post, submit, publish, display and/or transmit (hereinafter, “post”) content or materials such as text (in posts or communications with others), files, graphics, images, music, software, audio and video on or through the Services. Anything (other than User Comments) that you post or otherwise make available through the Services is referred to as a “User Contribution”. User Contributions include without limitation, any team names, logos, cheers, songs, slogans, taglines, hashtags and any other text- and/or media-based items submitted and related materials. For example, when you make a submission in connection with a voting experience or promotion via the Services the content you submit for consideration is a User Contribution.

As used in these Terms “User Comments” means any comments you submit through the chat functionality or message boards provided within or as part of the Services, and “User Content” means collectively User Contributions and User Comments. All User Content must comply with the Content Standards set out in these Terms. Any User Content that you post to the Services will be considered non-confidential and non-proprietary as provided by you.

By making any User Contributions available via the Services and as consideration for your use of the Services, you hereby irrevocably assign to us, in each case without additional consideration, all right, title and interest throughout the world in and to any User Contributions, including, without limitation, any and all related copyrights, trademarks, service marks and other intellectual property rights therein and thereto. Any assignment of User Contributions under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights;” and you hereby irrevocably waive, to the extent permitted by applicable law, any and all claims that you may now or hereafter have in any jurisdiction to such moral rights. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect and maintain our intellectual property rights and other legal protections for the User Contributions.

To the extent that any of the User Contributions are not assignable or that you retain any right, title or interest in and to any User Contributions, you: (a) unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against us with respect to such rights; (b) agree, at our request and expense, to consent to and join any action to enforce such rights; and (c) hereby grant to us a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicenses), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on our behalf) all or any portion of the User Contributions, in any form or media (now known or later developed).

By providing any User Comments on or through the Services, you grant to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to use, reproduce, modify, perform, display, distribute, prepare derivative works of, incorporate into other works, exploit and disclose to third parties any such User Comments for any purpose, and to grant sublicenses of the foregoing rights.

You represent and warrant that:

  • You have (and will have) all rights that are necessary to assign the User Contributions to us as contemplated hereunder and otherwise grant the rights set forth above with respect to the User Comments;
  • All of your User Content does and will comply with these Terms, including the Content Standards set out herein;
  • Neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Company on or through the Services, will infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third-party; and
  • You irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Contributions.

You understand, acknowledge and agree that you are responsible for any User Content that you submit or contribute , and you, not the Company, have full responsibility for such content, including, without limitation, its legality, reliability, accuracy and appropriateness in accordance with the Content Standards set out herein.

Feedback

If you provide the Company with any feedback or suggestions regarding the Services (“Feedback”), then you hereby assign to the Company all right, title and interest in and to such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback that you provide to the Company as non-confidential and non-proprietary. You understand, acknowledge and agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

Rights and Terms for Apps

App License. If you comply with these Terms, Company grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

Additional Information: Apple App Store. This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. 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 must also comply with any applicable third-party terms of service when using the App.

Monitoring and Enforcement

Although we are not obligated to monitor access to or use of the Services or to review or edit any content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, to protect our legal rights and remedies, to report a crime or offensive behavior, or to comply with applicable law. Without limiting any other terms of these Terms, we have the right to:

  • Remove or refuse to post any User Content for any or no reason in our sole discretion;
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including, without limitation, if we believe that such User Content violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for the Company;
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
  • Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and
  • Terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms.

Without limiting the foregoing or anything herein to the contrary, we have the right to cooperate fully 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 Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot and do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Content and use of the Services. User Content must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Content must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
  • Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
  • Be likely to deceive any person;
  • Promote any illegal activity, or advocate, promote or assist any unlawful act;
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

DMCA/Copyright & IP Policy

We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright & IP Policy, for further information.

Beta Testing

From time to time we may offer a beta version of certain of our Services (a “Beta”). As the name implies, Betas are not guaranteed to work properly, and may make other parts of your system not work properly as well. For the license granted to you in the Section titled “Intellectual Property Rights” above to extend to the Beta (meaning, for you to have permission to use the Beta), you acknowledge and agree to the following terms in addition to the rest of these Terms:

  • We may automatically delete or modify the information stored on your computer and/or other mobile devices related to the Beta for any reason at any time during the duration of the Beta test;
  • We may terminate the Beta test at any time, which would then render the Beta experience unplayable or unable to function properly. When we terminate a Beta, you must delete the local Beta instance on your computer and all documents and materials you received from us in connection with the Beta;
  • Termination of a Beta by us is not a grounds for any kind of refund and your participation in a Beta does not entitle you to any compensation or any free Services, and
  • If and when we release a full (non-Beta) version of the particular feature of the Services we may allow your use of the feature or Services to continue to the full version. If so allowed by us, your continued use of that feature part of the Services will no longer be subject to this Section “Beta Testing” but will still be subject to the rest of these Terms.

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance that you place on such information is strictly at your own risk. We disclaim any and all liability and responsibility arising from any reliance placed on such information or materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including, without limitation, materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the respective opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

Online Purchases and Fees

You may have the opportunity to purchase Company branded merchandise or other products via a third party ecommerce platform provider (“Third Party Provider”). Your purchase and the fulfillment of any products from a Third Party Provider will be governed by separate terms and conditions. You acknowledge and agree that such Third Party Provider, and not Company, will be responsible for performing the obligations of any agreements that you enter into with such Third Party Provider, and that Company is not a party to such agreements and disclaims all liability arising from or related to such agreements.

Certain experiences available within the Services may provide you with the opportunity to purchase a subscription for use of the Services (e.g., access to premium content) or require the payment of other fees. The Company reserves the right, at any time, to charge fees for such access to the Services.

Linking to the Services and Social Media Features

You may link to the Services, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent in each case.

The Services may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Services;
  • Send emails or other communications with certain content, or links to certain content, on the Services; and/or
  • Cause limited portions of content on this Services to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content that they are displayed with and otherwise in accordance with any additional terms and conditions that we provide with respect to such features. Subject to the foregoing and except as otherwise expressly allowed herein or by us, you must not:

  • Establish a link from any website or social media account that is not owned by you;
  • Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking or in-line linking;
  • Link to any part of the Services other than the homepage unless expressly allowed by us; or
  • Otherwise take any action with respect to the information or materials on the Services that is inconsistent with any other provision of these Terms.

The website from which you are linking or on which you make certain content accessible must comply in all respects with the Content Standards set out in these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice at any time and without any reason. We may disable all or any social media features and any links at any time without notice in our sole discretion.

Third Party Websites and Resources

The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

Geographic Restrictions

The owner of the Services is based in the state of California in the United States. We provide this Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, then you do so on your own initiative and are responsible for compliance with local laws.

Release

You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other users of the Services or any third-parties, including third-party links and ads). IF YOU ARE A CALIFORNIA RESIDENT, THEN YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, TRUTHFULNESS, OR ACCURACY OF ANY INFORMATION OR CONTENT ON THE SERVICES. NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOUR USE OF THE SERVICES, OR ANY CONTENT AVAILABLE ON THE SERVICES OR ANY VIRTUAL GOODS IS SOLELY AT YOUR OWN RISK.

You understand, acknowledge and agree that we cannot and do not guarantee or warrant that files available for downloading or access from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR ANY OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED ON OR THROUGH THE SERVICES OR TO YOUR DOWNLOADING OR ACCESS OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE, THEN ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THE SERVICES, OR ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE), CONTRACT, WARRANTY, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE .

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE COMPANY FOR USE OF THE SERVICES OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, (b) your access to or use of the Services, including, but not limited to, your User Content, any use of the Services’ content, services and products other than as expressly authorized in these Terms or your use of any information obtained from or through the Services or (c) your violation of applicable laws or regulations. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Governing Law and Jurisdiction

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Company are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Company each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Company agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions. As limited exceptions to Section “Mandatory Arbitration of Disputes”0 above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Injunctive and Declaratory Relief. Except as provided in Section “Exceptions” above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and 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 that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Severability. With the exception of any of the provisions in Section “Class Action Waiver” of these Terms, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Limitation on Time to File Claims

TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

General Terms and Conditions

Export.The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

Disclosures. The Company is located at the address set forth below. If you are a California resident, then you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product 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.

Electronic Communications. The communications between you and the Company use electronic means, whether you use the Services or send us emails, or whether the Company posts notices on the Services or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Construction; Independent Contractors; Assignment. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

Waiver and Severability. No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

Entire Agreement. These Terms, our Privacy Policy and other policies referred to herein constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Services.

Term and Termination. Subject to this section, these Terms will remain in full force and effect. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@fcf.io. Upon termination of your rights under these Terms, your account and right to access and use the Services will terminate immediately. You understand and agree that any termination of your account may involve deletion of your User Content associated with your account from our live databases. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your User Content. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: “Intellectual Property Rights;” “Trademarks;” “Prohibited Uses;” “User Content;” “Feedback;” “Release;” “Disclaimer of Warranties;” “Limitation on Liability;” “Indemnification;” “Governing Law and Jurisdiction;” “Dispute Resolution;” and this Section “General Terms and Conditions.”

Your Comments and Concerns

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Except for notices in connection with our Copyright & IP Policy as noted above, all feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@fcf.io.