TERMS AND CONDITIONS
FAMILY VALUES LEGACY, INC. MEMBER AGREEMENT
Thank you for purchasing a subscription (a “Subscription”) to the familyvalueslegacy.com website. Family Values Legacy Inc. (“FVL”) provides you, the user / member (“You”), with ideas, inspiration, resources, guided content, products and services that will assist you in building your enduring legacy and capturing your emotional assets through the Websites and Applications, for your own use (the “Service”). This Terms & Conditions document is intended to govern for you as a user of FamilyValuesLegacy.com and/or other URLs that fall under the Family Values Legacy Inc. umbrella (the “Websites”) each Member’s use of the Website(s) and the Application.
In order to use the Websites, Applications, and/or Service (as defined below), You must read and accept all of the terms and conditions in, and linked to, these Terms and Conditions (this “Agreement”), which may be modified by FVL from time to time at FVL’s sole discretion. All modifications will be posted to the Websites and Applications and such modifications will become effective immediately upon the posting thereof. It is Your responsibility to review this Agreement on a regular basis to keep Yourself informed of any modifications. We strongly recommend that, as You read this Agreement, You also access and read the linked information. BY ACCESSING THE WEBSITES, APPLICATIONS, AND/OR THE SERVICE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
In order to use the Websites, Applications, and/or Service (as defined below), you must read and accept all of the terms and conditions in, and linked to, these Terms and Conditions (this “Agreement”), which may be modified by FVL from time to time at FVL’s sole discretion.
All modifications will be posted to the Websites and Applications and such modifications will become effective immediately upon the posting thereof. It is Your responsibility to review this Agreement on a regular basis to keep Yourself informed of any modifications. We strongly recommend that, as You read this Agreement, You also access and read the linked information. BY ACCESSING THE WEBSITES, APPLICATIONS, AND/OR THE SERVICE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
- FVL SERVICE
Through use of the Websites and Applications, FVL provides You with a Subscription for Your own use (the “Service”).
The Websites and Applications are available only through the purchase of a Subscription. Your Subscription shall commence immediately upon the date FVL accepts Your order to purchase that Subscription, which may precede the date on which You begin using the Website(s) and/or Application(s). The initial term of Your Subscription (the “Initial Term”) shall be one (1) year in length. Upon completion of the Initial Term, Your Subscription will renew automatically on a month-to-month basis (each, a “Renewal Month”) unless You provide FVL with notice of termination at least thirty (30) days prior to the end of the Initial Term. Any such notice must be provided to FVL by speaking with an FVL representative or completing the cancellation process available on the Websites and/or Applications. If You provide FVL with the appropriate termination notice prior to the end of the Initial Term, Your Subscription shall continue only until the end of the Initial Term, and You shall be liable only for those fees, taxes, and other charges incurred in connection with Your Subscription (collectively, “Subscription Fees”) that accrue prior to such date. After the Initial Term, You may terminate Your Subscription as of the end of any Renewal Month by providing at least thirty (30) days advance written notice to FVL.
If Your Subscription is sponsored by a third party, You shall be charged a one-time initial registration fee of $0.99 and Your Subscription shall terminate upon the earlier of (i) the expiration date of the third party’s subscription with FVL, or (ii) the cancellation of Your Subscription by the third party, which shall have full discretion to cancel Your Subscription at any time.
You agree to pay all Subscription Fees. FVL shall, in its sole and absolute discretion, determine Subscription Fees. FVL may establish or change Subscription Fees for Renewal Months by posting a conspicuous notice in the Websites or Applications, by e-mailing You, or by otherwise notifying You in writing in advance of the applicable Renewal Month. All Subscription Fees will be billed to the credit card that You designate during registration (or such other credit card as You may designate from time to time). All monthly, annual, or other periodic Subscription Fees will be billed automatically to Your credit card at the start of each such period during the Initial Term. For Renewal Months, the monthly Subscription Fees will be billed to Your credit card each month on the date that corresponds with the anniversary date of Your Subscription.
If You are not fully satisfied with your experience using FVL’s Websites and/or Applications, You may notify FVL within fifteen (15) days following registration for the Service to obtain customer service or a full refund. All Subscription Fees shall become nonrefundable fifteen (15) days following registration for the Service. At FVL’s discretion, past due Subscription Fees are subject to interest at the rate of 3% per month, or the maximum permitted by law, whichever is less. You shall be responsible for all expenses (including, without limitation, reasonable attorneys’ fees) incurred by FVL in connection with the collection of any past due Subscription Fees.
During the Initial Term of Your Subscription, Your failure to make one (1) monthly, quarterly or other periodic payment of Subscription Fees shall result in the default of Your Subscription. You shall have ninety (90) days from the due date of the missed payment of Subscription Fees to cure this default. Your payment of any outstanding Subscription Fees, including all late fees, within the timeframe described above, shall cure the default of Your Subscription. In the event You fail to cure the default of Your Subscription within the time frame specified above, then and in that event, FVL may, in its sole and absolute discretion, accelerate the Subscription Fees remaining due and payable on the initial term of Your Subscription and declare the entire accelerated sum, including all late fees, to be immediately due and payable. Upon Your receipt of FVL’s electronic or written notice of its election to accelerate Your Subscription Fees, You agree to immediately tender payment unto FVL of the Subscription Fees accelerated, including all late fees thereon.
The Websites and Applications, including but not limited to all pages within the Websites and any content and materials made available for download, are the property of FVL. Except for the limited license granted in Section 8 below, FVL owns and retains all right, title, and interest in and to the Websites and Applications, all copies, data, compilations, and information underlying or relating to the Websites and Applications, and all intellectual, industrial, and proprietary rights in or relating to any of the foregoing. The Websites and Applications and all aspects thereof are protected by federal and international copyright and trademark laws and are legally protectable as property of FVL. You agree that all such content, whether or not legally protected by copyright law, are protectable by this Agreement and no portion of the content and materials on the Websites and Applications may be reprinted, republished, modified, or distributed in any form without the express written permission of FVL. The Websites and Applications are for Your own personal use. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded content and materials and shall comply with any applicable end user license agreements. You hereby acknowledge that You are a limited purpose licensee of the content and materials on the Websites and Applications and you have agreed to abide by all terms and conditions restricting Your license.
You understand and acknowledge that all of the content and materials provided on the Websites and Applications are provided as general information. The content and materials provided on the Websites and Applications are not provided to serve as unsolicited legal and/or financial advice to You, nor as a suggestion of a need for legal and/or financial services. Neither Your use of the Websites, Applications, and Service, nor anything herein, shall create an attorney-client relationship, broker-dealer relationship, or any other relationship between FVL and You, and any e-mails exchanged between FVL and You shall not be considered a privileged communication. Further, You should not rely on the content and materials provided on the Websites and Applications when making decisions regarding legal or financial matters, but should consult with a qualified attorney or financial professional to obtain legal or financial advice.
FVL will, to the extent commercially reasonable, attempt to assist You with accessing and using the Websites and Applications (“Technical Support”). FVL will, at Your option, provide You with Technical Support via telephone, facsimile, and/or e-mail. Technical Support staff is available between the hours of 9:00 AM and 5:00 PM, Pacific Standard Time, Monday through Friday. However, Technical Support response times may vary depending upon the nature of the support requested and the quantity of other support requests. FVL may modify its Technical Support policies and procedures (including, without limitation, availability dates and times and communication methods) from time to time in its sole discretion and without notice. For further information regarding Technical Support, please visit FVL’s website: FamilyValuesLegacy.com.
FVL shall use commercially reasonable efforts to promptly repair faults or defects in the Websites and Applications that materially degrade their functionality or performance, or that cause any of them to be inaccessible to You. FVL may, in its sole discretion, also perform other maintenance on the Websites and Applications from time to time as it deems necessary. You shall not be entitled to any abatement in Subscription Fees for any faults, defects, inaccessibility or downtime with any of the Websites or Applications.
FVL may upgrade, enhance, change, suspend, discontinue, or otherwise modify any aspects or components of the Websites and/or Applications (collectively, “Modifications”) at any time in its sole and absolute discretion and without notice. Any Modifications made available to You will be subject to the terms of this Agreement. You shall not be entitled to any abatement in Subscription Fees for any Modifications.
- REGISTRATION INFORMATION
As a condition of registering for use of the Service, You agree to (a) provide FVL with true, accurate, current, and complete information as prompted by the FVL registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy and completeness, of such information.
- MINIMUM AGE
If You are under the age of eighteen (18), You are prohibited from using or registering for the Service.
- USE VOID WHERE PROHIBITED
Use of the Service is void where prohibited.
- ACCOUNT SECURITY
You will choose a user name and password when You register for the Service. Your user name and password are for Your exclusive use. You are solely responsible for maintaining and protecting the confidentiality of Your user name and password, and for all activities that occur under Your user name and password. You may not disclose Your user name and password to anyone other than an authorized employee of FVL. You must notify FVL immediately if You become aware of any unauthorized use of Your user name or password, or if You become aware of any other breach of security regarding the Website(s) or Application(s). FVL will not be liable for any loss or damage that You may incur as a result of someone else using Your user name or password, either with or without Your knowledge.
You agree that, in the event that You disclose Your user name and password to another person(s) and/or permit another person(s) to use the Website(s) and/or Application(s) in violation of the terms of this Agreement, it will be impracticable or extremely difficult to determine the damages suffered by FVL. It is therefore agreed that in the event of such unauthorized disclosure or use by You or by others facilitated by You, You shall pay to FVL the sum of thirty thousand dollars ($30,000) as liquidated damages.
- CALL RECORDING
You acknowledge and agree that FVL may monitor and/or record any telephone calls between You and FVL.
- LIMITED LICENSE TO WEBSITES AND APPLICATIONS
During the term of this Agreement, and subject to all other terms and conditions herein, FVL hereby grants You a personal, limited, revocable, nonexclusive, non-sub-licensable, nontransferable license to do the following, but only for Your own personal purposes and only in a manner consistent with all applicable end user documentation: (a) access and use the Service on Your personal computer(s) and any and all software components of the Applications that FVL makes available to You for downloading through the Websites, (b) install and use on Your personal computer(s) any and all software components of the Applications that FVL provides to You on physical media, and (c) access and use all components of the Applications that FVL makes available to You directly through the Websites.
Except as expressly permitted in this Section 8, You may not use or reproduce any part of the Applications or the Websites, including but not limited to any of the content and materials available via the Websites and Applications. To the maximum extent permitted by applicable law, You may not: (a) sell, sublicense, rent, lend, lease, timeshare, commercialize, or transfer the Websites or Applications, or otherwise make the Websites or Applications available, to any third party; (b) use the Websites or Applications for the benefit of any third party; (c) modify, translate, or create derivative works of the Websites or Applications; (d) reverse assemble, reverse compile, or reverse engineer the Websites or Applications; (e) alter or modify any disabling mechanism that may be active in the Websites or Applications; (f) remove, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in the Websites or Applications; or (g) access or use the Websites or Applications for fraudulent purposes, in violation of any applicable laws, or in violation of this Agreement (as it may be modified from time to time). If a license to use the Websites or Applications was purchased in the United States, You agree to comply with all applicable United States laws and regulations pertaining to export controls. If a license to use the Websites or Applications was purchased outside the United States, You may not re-export the Websites or Applications except with the express written permission of FVL and as permitted by the laws of the United States and the laws of the jurisdiction in which You purchased a license to use the Websites or Applications. Any reproduction, modification or redistribution of the Websites or Applications is expressly prohibited, and may result in severe civil and criminal penalties. The Websites and Applications, their structure, sequence and organization and source code are considered trade secrets of FVL and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE WEBSITES, APPLICATIONS, CONTENT, AND/OR MATERIALS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
If FVL believes, in its sole discretion, that You have violated any term or condition in this Agreement, FVL may suspend Your access to and use of the Websites and Applications until such time as FVL believes, in its sole discretion, that You have cured such violation or that such violation did not occur. Any such suspension shall not entitle You to any abatement in Subscription Fees. If You breach or otherwise fails to comply with any of the terms or conditions in this Agreement, FVL may terminate Your Subscription immediately and without notice, and You shall not be entitled to a refund of any pre-paid Subscription Fees. FVL may also terminate Your Subscription for any reason or no reason whatsoever upon thirty (30) days prior notice via e-mail or otherwise in writing, in which event You shall receive a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Agreement terminated). You may terminate Your Subscription by written notice to FVL if FVL materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from You describing the breach in reasonable detail. If You terminate Your Subscription due to a material breach by FVL and FVL fails to cure such breach within thirty (30) days following receipt of written notice from You describing the breach in reasonable detail, then You shall be entitled to a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Agreement terminated). YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITES AND APPLICATIONS MAY HAVE A MECHANISM WHEREBY FVL CAN LIMIT OR DISABLE YOUR ACCESS TO THE WEBSITES AND/OR APPLICATIONS. YOU AGREE THAT FVL MAY USE SUCH MECHANISM UPON ANY EXPIRATION OR TERMINATION OF YOUR SUBSCRIPTION, OR IF FVL SUSPENDS YOUR ACCESS TO OR USE OF THE WEBSITES AND/OR APPLICATIONS AS PERMITTED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
- YOUR CONDUCT
In connection with Your use of the Service, You represent and warrant that You:
(a) are above the age of eighteen (18);
(b) will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws and regulations;
(c) will not access, download, or copy any information contained on our Websites or Applications through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);
(d) will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;
(e) will not use the Service in any manner that infringes, misappropriates, or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate, or violate a third party’s rights of publicity, contractual rights, fiduciary rights, or intellectual property rights;
(f) will not use the Service in any way that could interfere with the rights of FVL or the rights of other users of the Service; and
(g) will not reproduce, duplicate, copy, sell, re-sell, or exploit any content or materials belonging to FVL.
FVL retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. FVL may suspend, restrict or terminate Your use of the Service and refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement or infringes upon others’ intellectual property rights. FVL may at any time, without prior notice and in its sole discretion, terminate Your account and/or contact appropriate authorities. Additionally, FVL may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement, and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
- DISCLOSURE OF INFORMATION
FVL may make Your identifiable information and account information available to our employees and third parties with whom we contract to handle Your account. In addition, FVL may provide non-personally identifiable aggregate statistics, unique identifiers, demographic, and other anonymous information about You and other users of the Service to advertisers and other third parties. You agree that FVL may make such uses of information You provide or FVL collects.
You agree that FVL may access, preserve, and disclose Your account information and any information provided by You to FVL for the purposes described in this Agreement, if required to do so by law or if in good faith, FVL believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with any legal process, including but not limited to an enforceable court order or lawful third party subpoena; (b) enforce this Agreement; (c) respond to claims that You have violated the rights of third parties; or (d) protect the rights, property or personal safety of FVL, users of its Service, and/or the public.
- MODIFICATION OF TERMS AND CONDITIONS
FVL will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted any of on our Websites and/or Applications. FVL will make note of the date of the last update to the Agreement at the bottom of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Website(s), Application(s), or Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Websites, Applications, and Service.
- MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE
Use of the Websites and Applications, or certain parts thereof, requires access to the Internet. Additionally, use of the Websites and Applications may require particular equipment, software, and/or telecommunications services, and FVL may change those requirements from time to time in its sole discretion and without prior notice. You are solely responsible for obtaining, configuring, maintaining, and paying for all equipment, software, and telecommunications services necessary for You to access the Internet and use the Websites and Applications.
FVL reserves the right at any time to limit access to, modify, change, or discontinue the Service with or without notice to You and we shall not be liable to You for any such modification, suspension, or discontinuance of the Service. You agree that FVL will not be liable to You or to any third party for any such limitation, modification, change, suspension, or discontinuance of the Service. You agree that FVL may establish general practices, policies, and limits, which may or may not be published, concerning the use of the Service, including without limitation, the maximum number of times and the maximum duration for which You may access the Service in a given period of time. You agree that FVL has no responsibility or liability for the deletion or failure to store any communications maintained or transmitted by or through the Service. You agree that FVL has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. FVL is not responsible for any delays, failures, or other damage resulting from such problems.
- USER FEEDBACK
FVL appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service. Although we do value Your feedback on our Service, please be specific in Your comments regarding our Service and do not submit creative ideas, suggestions, or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts, or other information (collectively, the “Submissions”), such Submissions will be the property of FVL. In addition, none of the Submissions will be subject to any obligations of confidentiality and FVL will not be liable for any future use or disclosure of such Submissions.
- COPYRIGHT MATERIALS
All materials and other information on the Websites and Applications, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations, and software (collectively, the “Copyright Materials”) are the exclusive property of FVL and/or its licensors and are protected by all United States and international copyright laws.
FVL may, in its sole and absolute discretion, place its own advertising as well as advertising of third parties on any portion of the Websites and Applications. Such advertising may include, without limitation, pop-ups, landing pages, banners, and crawlers. Third party advertising (“Third Party Content”) is not under the control of FVL and FVL is not responsible for such Third Party Content, including, without limitation, any link contained in such content, or any changes or updates to such content. FVL is providing access to such Third Party Content to You only as a convenience, and the inclusion of or access to such content does not imply endorsement by FVL of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when You access or use third party services, content, software, or websites. FVL reserves the right to remove content that, in FVL’s judgment, does not meet its standards, but FVL is not responsible for any failure or delay in removing such material. FVL is not and shall not be responsible for (i) the terms and conditions of any transaction between You and any third party, (ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that You have a dispute with any such third party, You release FVL (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Messages generated by third parties may be made available through the Websites and Applications subject to this Section 15. Such messages are the property of the corresponding provider. Accordingly, Your use of such messages may be subject to additional or different licenses than those specified herein and may be subject to additional fees not included in the Subscription Fees specified in Section 1 herein.
- WARRANTY DISCLAIMER
To the maximum extent permitted by applicable law, FVL disclaims all representations and warranties of any kind with respect to the Websites and Applications, including but not limited to implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose. You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT FVL MAKES NO REPRESENTATION OR WARRANTY THAT (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE INFORMATION AND RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR PERMANENT; OR (C) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY LAW, FVL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF.
FVL makes no representation or warranty of any kind, expressed or implied, as to the accuracy or completeness of any information accessible via the Websites or Applications, or any other content, materials, products or services available through the Websites or Applications. No oral or written information or advice given to You by FVL or any other party with respect to the Websites or Applications or anything related thereto shall create a representation or warranty, or in any way increase the scope of FVL’s obligations hereunder. You assume total responsibility and risk for Your use of the Websites and/or Applications. Further, FVL will not be a party to or in any way responsible for any transaction between You and a third party.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FVL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA, AND/OR BUSINESS INTERRUPTION), ARISING OUT OF OR RELATING IN ANY WAY TO (A) THE USE OR INABILITY TO USE THE WEBSITES OR APPLICATIONS, OR RELATED PRODUCTS AND SERVICES, OR ANY CONTENT, MATERIALS OR INFORMATION CONTAINED THEREIN, EVEN IF FVL OR ANY SUCH RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DISCLOSURE OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF YOUR DATA; (C) CONTENT OR MATERIALS YOU RECEIVE OR ACCESS THROUGH THE SERVICE; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITES OR APPLICATIONS; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (F) ANY OTHER MATTER RELATING TO THE SERVICE; AND/OR (G) ANY BREACH OF THIS AGREEMENT BY FVL OR THE FAILURE OF FVL TO PROVIDE THE SERVICE UNDER THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FVL SHALL NOT BE RESPONSIBLE FOR PRODUCTS OR SERVICES PERFORMED BY THIRD PARTIES OR PREFERRED AFFILIATE PARTNERS. IN ANY CASE, FVL’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE SUBSCRIPTION FEES PAID BY YOU DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. YOU AGREE THAT YOU ACCEPT SOLE AND COMPLETE RESPONSIBILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BY YOU IN RELIANCE UPON THE WEBSITES OR APPLICATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITES AND APPLICATIONS ARE NOT INTENDED TO SUPPLY TAX, INVESTMENT, OR LEGAL ADVICE. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
You agree to indemnify, defend, and hold harmless FVL, its officers, managers, owners, employees, agents, designees, users, successors, assigns, partners and suppliers from and against all losses, liabilities, expenses, damages, claims, demands, and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) any warranty or representation made by You that is false or misleading; (c) any representation or warranty made by You to any third person other than as specifically authorized by this Agreement; (d) negligent conduct by You; (e) any conduct by You that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (f) any conduct by You that constitutes a breach of fiduciary duty or results in any personal profit or advantage to which You are not legally entitled; (g) any alleged or actual violations by You of any governmental laws, regulations or rules; (h) Your violation of any third party right, including, but not limited to, any intellectual property or privacy right; or (i) all matters relating to your use of and access to the Websites and/or Applications, including, but not limited to, any content or materials that You deem inaccurate, offensive, indecent, or objectionable. FVL will have sole control of the defense of any such damage or claim, at Your expense. You shall provide FVL with such assistance, without charge, as may be requested in connection with any such defense, including, without limitation, providing FVL with such information, documents, records and reasonable access to You as deemed necessary by FVL. You shall not settle any third party claim or waive any defense without the prior written consent of FVL.
- ENTIRE AGREEMENT
This Agreement governs Your use of the Websites, Applications, and Service and constitutes the entire agreement between You and FVL. It supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether oral or written, between You and FVL regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties; You represent and warrant that those third party agreements do not interfere with Your obligations and duties to FVL under this Agreement.
- GOVERNING LAW
This Agreement and the relationship between You and FVL will be governed by the laws of the State of California, without regard to its conflict of laws principles. You agree and consent to the exclusive jurisdiction of the state or federal courts located in San Diego, California and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that FVL may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Websites, Applications, or Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
- PROVISIONS REMAINING IN EFFECT
In the event You are no longer a user of the Websites, Applications, or Service, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 12 and 17 through 23 herein.
Any and all disputes, controversies, or claims arising out of or relating to this Agreement, including without limitation, any claims or demands based on contract law, tort law, equity, statute and/or the common law shall be determined by binding arbitration, except that FVL may seek such injunctive relief as may be appropriate to enforce this Agreement pending an arbitration. Arbitration will be administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules.
Any party may initiate arbitration by giving the other party a written demand for arbitration in accordance with this Agreement. Within ten (10) days of receipt of a demand for arbitration under this Section 22, the other party shall deliver a written response on the demanding party, specifying the party’s intent to participate or abstain from participation in the demanded arbitration. In the event the other party does not deliver a written response on the demanding party within the time period specified above, then and in that event, the demanding party shall proceed as if the party has not agreed to participate. Arbitration shall be initiated by service of the demand for arbitration. Arbitration shall be initiated within a reasonable time after the claim has arisen. In no event may arbitration be demanded more than one (1) year after such claim or cause of action arose.
The arbitration shall be conducted and determined by a sole arbitrator. The arbitrator will be chosen by mutual agreement of the parties. If the parties fail to reach agreement within thirty (30) days of service of the demand for arbitration, the arbitrator will be chosen by mutual agreement of two arbitrators, one appointed by each party. The two arbitrators’ choice of arbitrator shall be final and binding on the parties. The two arbitrators will use their best efforts to appoint an arbitrator within ten (10) days of being informed of the parties’ request for an appointment.
The up-front costs of the arbitration and arbitrator fees shall be borne by the parties equally. Costs and fees so paid will be subject to reallocation by the arbitrator in the award as provided for in this agreement. If any party fails or refuses to pay its share of the cost of arbitration the other party may, at its option, (1) elect to pay the entire cost of the arbitration, in which case the obligation of the nonpaying party to otherwise participate in the arbitration is not excused, or (2) immediately proceed to litigation. Regardless of which party ultimately prevails, the arbitrator, shall award liquidated damages in the amount of ten thousand dollars ($10,000.00) to the party who paid the costs of the arbitration.
At the request of a party, the arbitrator may in his or her discretion order reasonable discovery on a showing of good cause. The parties desire a speedy resolution of any disputes that may arise. To that end, the arbitrator will, on his or her appointment, consult with the parties to discuss a reasonable hearing and, if appropriate, discovery schedule.
Unless otherwise agreed by the parties, the arbitration hearings will be conducted in San Diego, California. In the event of a dispute over whether particular issues are arbitrable under this Agreement, the arbitrator, and not the court, shall determine whether or not the arbitrator has jurisdiction over such issues, and the arbitrator’s decision as to the arbitrator’s jurisdiction over issues will be final and binding. This agreement to arbitrate is intended to be binding on and to inure to the benefit of the parties to this Agreement, their principals, successors, assigns, affiliates, partners, employees, parent or subsidiary entities, and to any other parties whose claims or defenses may arise out of or relate to this Agreement. The arbitration award shall be in writing, signed by the arbitrator and shall be in the form of a written, reasoned opinion setting forth the arbitrator’s findings of fact and conclusions of law. In any arbitration arising out of this Agreement, the prevailing party is entitled to reasonable attorney fees. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. If a party fails or refuses to appear or participate in the arbitration, or in any portion of the arbitration, after having been given notice and opportunity to participate as provided in this Agreement, the arbitration will proceed and the arbitrator may render a final award on the basis of the evidence presented by the participating party. An award rendered under such circumstances is valid and enforceable as if all parties had participated fully.
This Agreement may not be re-sold or assigned by You. If You assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of FVL’s rights if FVL fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, You and FVL agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in this Agreement. No joint venture, partnership, employment, or agency relationship exists between You and FVL as a result of this Agreement or use of the Websites, Applications, and/or Service.
FVL shall not be responsible for any delays, errors, failures to perform, interruptions, or disruptions in the Websites, Applications, and/or Service caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, storm, power failure, or failures of the Internet.
THIS AGREEMENT SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE WEBSITES, APPLICATIONS, OR SERVICE. BY USING THE WEBSITE(S), APPLICATION(S), OR SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Last updated on [November 1, 2014]
© 2014 Family Values Legacy Inc. All Rights Reserved.