November 26, 2019
PLEASE NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND FSU UNDER THIS AGREEMENT TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT AND (ii) YOU AND FSU WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE CLICK HERE TO REVIEW THE ARBITRATION AGREEMENT. BY USING THIS SITE AND ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT. PLEASE READ IT CAREFULLY.
FSU furnishes the FSU Services (as defined below) for your personal enjoyment and entertainment. By using any FSU Service (whether or not you have an account or subscription) or by clicking a box that states that you accept and agree to this Agreement, you signify your agreement to be bound by this Agreement, including any future modifications, and any Additional Terms and to abide by all applicable laws, rules and regulations (“Applicable Law”). Please read through this Agreement carefully.
If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you may not use the FSU Services and must discontinue use of the FSU Services immediately.
FSU may modify this Agreement at any time, and each such modification will be effective upon posting on or to the FSU Service. All material modifications will apply prospectively only. Your continued use of the FSU Services following any modification constitutes your acceptance of and agreement to be bound by this Agreement as so modified. It is therefore important that you review this Agreement regularly. FSU may also use third-party service providers, such as vendors, contractors, agents or sponsors, to operate, develop or help FSU manage and provide the FSU Services.
The FSU Site is intended solely for your personal and non-commercial use. FSU may change, suspend or discontinue the FSU Site (or any feature thereof) at any time. FSU may also impose limits on certain features and services offered on the FSU Site or restrict your access to parts or all of the FSU Site without notice or liability. You acknowledge that from time to time the FSU Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which FSU may undertake from time to time; or (iii) causes beyond the control of FSU or which are not reasonably foreseeable by FSU.
Unless terminated by FSU in its sole discretion, this Agreement remains in full force and effect while you use the FSU Services. FSU may terminate your account, any subscription (both free and paid) and/or access to all (or any portion of) the FSU Services at any time, for any or no reason, with or without prior notice or any explanation, and shall have no liability to you for such termination. Furthermore, even after your account subscription and/or access to the FSU Services is terminated by you or FSU, this Agreement will remain in full force and effect with respect to your past and future use of the FSU Services. If we terminate your user account, subscription and/or access to the FSU Services (or any portion of the FSU Services) you may not create a new account, purchase a new subscription or try to access the FSU Services without FSU’s prior written approval. You agree that your account and/or subscription is non-transferable. Any rights to your account and/or FSU Services terminate upon your death.
You acknowledge that FSU reserves the right to charge a fee for any portion of the FSU Services. FSU will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account and/or subscription in the event you do not wish to pay the modified fee. If you continue to use the FSU Services after the applicable fee has been imposed or increased, you are expressly agreeing to the subscription fee or increase thereto and you will be responsible for paying such fee for the balance of your subscription service. You will not be entitled to a refund of any unused portion of such fees or other payments if FSU suspends or terminates your account, and/or access to an FSU Site (or any portion of the FSU Site), due to your breach of this Agreement or violation of Applicable Law, as determined by FSU, in its sole discretion.
The FSU Services contain information, text, files, images, video, sounds, musical works, works of authorship, materials, applications, software, product names, company names, trade names, logos, designs, and any other materials or content (collectively, “Content”) of FSU and FSU Affiliates and their licensors and assignors (“FSU Content”), as well as materials and Content provided by users (“User Content”) or other third-parties. FSU Content contained in the FSU Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and FSU, FSU, its licensors, or its assignors, own and retain all rights in the FSU Content and FSU Services. FSU hereby grants you a limited, revocable, nonsublicensable, nontransferable license, to access and display or perform the FSU Content (excluding any software code) solely for your personal, non-commercial use, in connection with using the FSU Services. The FSU Services may also contain User Content. Except as provided in this Agreement or as explicitly allowed in the Additional Terms on the applicable FSU Service, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, make available or otherwise use any Content contained in or through the FSU Services.
Except as explicitly and expressly permitted by FSU or by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the FSU Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not, either directly or through the use of any device, software, internet site, web-based service or other means, remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on the FSU Content contained in the FSU Services or any digital rights management mechanism, device, or other content protection, copy control, or access control measure associated with the FSU Content, including geo-filtering mechanisms. Except as necessary in order to make reference to FSU or FSU Services in a purely descriptive capacity, you are expressly prohibited from using any FSU Content in any manner.
You may not, without the FSU’s written permission, “mirror” any Contents contained on the FSU Site or any other server. You may not use the FSU Site for any purpose that is unlawful or prohibited by the Agreement. You may not use the FSU Site in any manner that could damage, disable, overburden, or impair the FSU Site, or interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the FSU Site through hacking, password mining or any other means. FSU reserves the right, in its sole discretion, to terminate your access to the FSU Site, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.
FSU reserves the right to remove commercial Content in its sole discretion. You understand that you are responsible for all User Content that you post, upload, transmit, email or otherwise make available on, through or in connection with the FSU Services. Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose carefully the information that you post on, through or in connection with the FSU Services. You understand that FSU does not control the User Content posted by users via the FSU Services and, as such, you understand you may be exposed to offensive, inaccurate or otherwise objectionable User Content. FSU assumes no responsibility or liability for any User Content. If you become aware of any misuse of FSU Services, please report this immediately to the applicable FSU Site. FSU assumes no responsibility for monitoring the FSU Services for inappropriate Content or conduct. If at any time, FSU chooses in its sole discretion to monitor the FSU Services, FSU nonetheless assumes no responsibility for Content other than FSU Content, assumes no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any user or visitor.
You agree not to use the FSU Services to:
FSU reserves the right, but disclaims any obligation or responsibility, to remove User Content that violates this Agreement, as determined by FSU, or for any other reason in FSU’s sole discretion and without notice to you. You acknowledge that FSU reserves the right to investigate and take appropriate legal action against anyone who, in FSU’s sole discretion, violates this Agreement, including but not limited to, terminating their account and/or subscription and/or reporting such User Content, conduct, or activity to law enforcement authorities.
You acknowledge, consent and agree that FSU may access, preserve or disclose information you provide to or through the FSU Services or that we have collected about you, including registration information and User Content, when FSU has a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of FSU, our parents, subsidiaries or affiliates (“FSU Affiliates”), or their employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of users of the FSU Services or members of the public, including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with Applicable Law or legal process; or (v) respond to requests from public and government authorities. If FSU sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, FSU may transfer your information to the party or parties involved in the transaction as part of that transaction.
FSU reserves the right to limit the storage capacity of User Content. You assume full responsibility for maintaining backup copies of your User Content, and FSU assumes no responsibility for any loss of your User Content due to it being removed by FSU or for any other reason.
FSU may offer users the ability to post messages on message boards and forums (collectively, “Forums”), which may be open to the public generally, to all members of FSU Services or to a select group of FSU Service members. You acknowledge that all User Content posted by you on Forums is User Content, and by posting on Forums you agree to comply with the rules and restrictions on User Content set forth above and any other rules specifically applicable to such Forums. FSU reserves the right, but disclaims any obligation or responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your User Content from a Forum or refuse to include your User Content in a Forum for any reason at any time, in FSU’s sole discretion and without notice to you. We ask you not to disclose any sensitive information (e.g., social security numbers, health or criminal background) on or through the FSU Services, including the Forums or otherwise.
FSU does not claim any ownership rights in the User Content that you post, upload, email, transmit, or otherwise make available (collectively, “Transmit”) on, through or in connection with the FSU Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any FSU Content or content owned by an FSU Affiliate. By posting or transmitting any User Content on, through or in connection with the FSU Services, you hereby grant to FSU and our FSU Affiliates, licensees, assignees, and authorized users, a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, freely sublicensable and transferable (in whole or in part) right (including any moral rights) and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, broadcast and distribute such User Content, including your name, voice, likeness and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non-commercial or commercial purposes. Additionally, FSU is free to use any ideas, concepts, know-how, or techniques contained within such User Content for any purpose including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including FSU Services. FSU’s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You hereby appoint FSU as your agent with full authority to execute any document or take any action, FSU may consider appropriate in order to confirm the rights granted by you to FSU in this Agreement.
You represent and warrant that: (i) you own the User Content Transmitted by you on, through or in connection with the FSU Services and/or Third-Party Services, or otherwise have the right to grant the license set forth in this section, and (ii) the Transmission of User Content by you on, through or in connection with the FSU Services and/or Third-Party Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content Transmitted by you on or through the FSU Services or Third-Party Services.
If you delete your User Content from any FSU Service, FSU’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in the FSU’s back-up copies of the applicable FSU Service, which are not publicly available. Furthermore, to the extent that FSU made use of your User Content before you deleted it, FSU will retain the right to make such pre-existing uses even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from FSU Services will not result in, and FSU assumes no responsibility for, the deletion of such User Content by any third-parties who were provided with or had access to such User Content prior to your deleting it from FSU Services, and (ii) termination of your account or your use of the FSU Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement.
FSU respects the intellectual property of others and requires that our users do the same. FSU will respond expeditiously to claims of copyright infringement and reserves the right to remove or disable access to any transmission of Content that infringes the copyright of any person under the laws of the United States upon receipt of a notice that complies with the requirements of 17 U.S.C. § 512(c)(3) as set forth above. FSU has a policy that provides for the termination in appropriate circumstances of users and account holders of FSU Services who are repeat infringers.
If you believe that any materials residing on or linked to from FSU Services infringes your copyright, you must send a written notification of claimed infringement that contains substantially all of the following information to the to the Copyright Agent (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit FSU to locate the material on the FSU Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit FSU to contact you, such as an address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or Applicable Law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner’s behalf; and (f) your physical or electronic signature. FSU’s Copyright Agent for notification of a claimed infringement can be reached as follows:
2121 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
If you posted materials to the FSU Services that FSU removed due to a notice of a claimed infringement from a copyright owner, FSU will take reasonable steps promptly to notify you that the material has been removed or disabled. This notice may be by means of a general notice on FSU Services or by written or electronic communication to such address(es) you have provided to FSU, if any. You may provide counter-notification in response to such notice in a written communication, directed to the Copyright Agent as described above, that includes the following: (i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (ii) a statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which FSU may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and (iv) your physical or electronic signature.
Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.
THE FSU SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND FSU DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE FSU SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FSU EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FSU MAKES NO WARRANTY THAT YOUR USE OF THE FSU SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE FSU SERVICES WILL BE CORRECTED, THAT THE FSU SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE FSU SERVICES OR THIRD-PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD-PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FSU AND OUR FSU AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE FSU SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE FSU SERVICES, ATTENDANCE AT AN FSU EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE FSU SERVICES, ANY USER CONTENT, ANY THIRD-PARTY ADVERTISEMENT OR THIRD-PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE FSU SERVICES, OR THE CONDUCT OF ANY USERS OF THE FSU SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD-PARTY ADVERTISEMENTS, THIRD-PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD-PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE FSU SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. TO THE FULLEST EXTENT PERMITTED BY LAW YOU ASSUME RESPONSIBILITY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE FSU SERVICES. User Content, third-party advertisements and Third-Party Services do not necessarily reflect the opinions or policies of FSU or our FSU Affiliates.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FSU AND OUR FSU AFFILIATES’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FSU FOR THE FSU SERVICES DURING THE TERM OF YOUR USE OF THE FSU SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FSU and OUR FSU AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU TO FSU FOR THE FSU SERVICES DURING THE TERM OF YOUR USE OF THE FSU SERVICES, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE FSU SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF FSU’S ACTS OR OMISSIONS OR YOUR USE OF FSU SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE FSU SERVICES.
THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FSU HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
FSU provides the FSU Services in the United States of America. FSU does not represent that the FSU Content, FSU Services are appropriate (or, in some cases, available) for use in other locations. If you use the FSU Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the FSU Services.
Not all of the FSU Services are available worldwide or nationwide, and FSU makes no representation that you will be able to obtain any FSU Services in any particular jurisdiction, either within or outside of the United States.
Software available in connection with the FSU Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the FSU Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
(1) FSU, including its FSU Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined herein) between you and FSU, regarding any aspect of your relationship with FSU, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and FSU agrees to give up the right to sue in court.
(3) Each of you and FSU also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and FSU (see paragraph 9 below).
(7) If either you or FSU wish to arbitrate a claim, you or FSU must first send by mail to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the FSU Service to which the Notice relates, and the relief requested. Your Notice to the FSU must be sent by mail to: Arbitration Notice of Dispute, 2121 Avenue of the Stars, 7th Floor, Los Angeles, California, 90067. FSU will send any Notice to you at the contact information we have for you or that you provide. It is the sender’s responsibility to ensure that the recipient receives the Notice. During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.
(8) If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the JAMS Rules. Further instructions on submitting a Demand for Arbitration may be found at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. In addition to filing this Demand for Arbitration with JAMS in accordance with its rules and procedures, you must send a copy of this completed Demand for Arbitration to the FSU at the address listed above to which you sent your Notice of Dispute.
(9) You and the FSU acknowledge and agree to abide by the following rules for arbitration:
(a) YOU AND FSU 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, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF;
(b) FSU will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph 6 below;
(d) each side pays his, her or its own attorneys’ fees, except as otherwise provided in paragraph 10 below.
(10) JAMS charges filing and other fees to conduct arbitrations. Ordinarily, the claimant has to pay the filing fee to initiate arbitration, but if you wish to commence an arbitration against FSU, you and the FSU acknowledge and agree to abide by the following:
(11) Regardless of how the arbitration proceeds, each of you and FSU shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.
(12) Each of you and FSU may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the applicable law(s). In addition to whatever rights you may have to recover your attorneys’ fees under applicable law, if you prevail in the arbitration, and if FSU failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than FSU’s highest settlement offer, then FSU will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If FSU wins the arbitration, you will be responsible for your own attorneys’ fees. In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by applicable law.
(14) You and FSU agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, You and FSU agree that an order confirming award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.
(15) With the exception of subpart (a) in paragraph (9) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in paragraph (9) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of these Terms, including the provisions governing where actions against FSU must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions.
Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and FSU agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of this Agreement, the FSU Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE FSU SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
You agree to indemnify and hold FSU, its FSU Affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third-party due to or arising out of or in connection with your use of the FSU Services, your breach of this Agreement, your violation of any rights of another or any User Content that you post or otherwise submit on, through or in connection with the FSU Services.
FSU does not knowingly accept, via the FSU Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. FSU requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any FSU or FSU Affiliate creative work, including without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to FSU via the FSU Services that are unsolicited (including but not limited to any Forum), however, you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions, no contractual or fiduciary relationship is created between you and FSU; (ii) any such unsolicited submissions and copyright becomes the property of and will be owned by FSU (and are not User Content licensed by you to FSU under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as FSU sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such unsolicited submissions; and (iv) by sending an unsolicited submission, you waive the right to make any claim against FSU or FSU Affiliates relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
FSU may, from time to time, post FSU employment opportunities on the FSU Services and/or invite users to submit resumes to it. If you choose to submit your name, contact information, resume and/or other personal information to FSU in response to employment listings, you are authorizing FSU to utilize this information for all lawful and legitimate hiring and employment purposes. FSU also reserves the right, at its sole discretion, to forward the information you submit, to its FSU Affiliates for legitimate business purposes. Nothing in this Agreement or contained in the FSU Services will constitute a promise by FSU to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the FSU Services constitute a promise that FSU will review any or all of the information submitted to it by users of the FSU Services.
The failure of FSU to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. You agree that any notices the FSU may be required by Applicable Law to send to you will be effective upon FSU’s sending an e-mail message to the e-mail address you have on file with FSU or publishing such notices on the informational page(s) of FSU Services. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FSU as a result of this Agreement or your use of the FSU Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form. Nothing contained in this Agreement limits FSU’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the FSU Services or information provided to or gathered by us in connection with such use. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.