TERMS AND CONDITIONS
Last Updated: October 11, 2021
This website (the “Site”) provides users with the opportunity to purchase, collect, and showcase non-fungible digital tokens (each a “Token”, and collectively, the “Tokens”) providing access to certain graphical, audio, video and/or digital entertainment content (the “Content”) from Blockchain Creative Labs, LLC and its affiliates (“Fox”, “we”, or “us”). The Tokens and Content are hosted by Eluvio, Inc. (“Eluvio”) on a blockchain network currently known as the “Eluvio Content Fabric” (the “Eluvio Blockchain”). The services that Fox is providing on the Site pursuant to these Terms and Conditions are (i) the Content contained on the Site, but not including the functionalities; (ii) the message boards, contests, promotions, and any other features offered from time to time by Fox that link or otherwise refer users to these Terms; and (iii) the Site, but solely with respect to the foregoing clauses (i)-(ii) (clauses (i)-(iii) collectively, the “Fox Services”). All other services, content, technology, software and functionalities associated with the Site, including the Tokens, Token transactions, the Eluvio Blockchain, the Site-provided electronic wallet which holds Tokens (“Token Wallet”), user accounts, and all payment functionalities, are third-party services that are provided by or on behalf of Eluvio (collectively, “Eluvio Services”), over which you acknowledge Fox has no responsibility. For the avoidance of doubt, Fox Services exclude all Eluvio Services. You should consult the applicable Eluvio terms and conditions (“Eluvio Terms”) or other applicable third-party terms before you use any of the Eluvio Services. By visiting the Site and/or using the Fox Services, you agree to be bound by these Terms and Conditions and any terms and conditions incorporated herein by reference (collectively, these “Terms”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE FOX SERVICES. THESE TERMS GOVERN YOUR USE OF THE FOX SERVICES, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE FOX SERVICES AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE FOX SERVICES OR ANY PART OF IT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE FOX SERVICES AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE FOX SERVICES, AND YOU MAY NOT ACCESS OR USE THE FOX SERVICES.
THESE TERMS CONTAIN AN ARBITRATION AGREEMENT (SEE SECTION 13) AND DISCLAIMERS OF WARRANTIES AND LIABILITY (SEE SECTION 6). PLEASE REVIEW THE ARBITRATION AGREEMENT AND DISCLAIMERS SECTION CAREFULLY, SINCE BOTH AFFECT YOUR RIGHTS. PLEASE NOTE THAT THE ARBITRATION AGREEMENT SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND FOX UNDER THESE TERMS BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT AND (ii) YOU AND FOX WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. BY USING THE FOX SERVICES OR ANY PART OF THE FOX SERVICES, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT AND DISCLAIMERS SECTION.
These Terms contain important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read these Terms carefully.
We may modify these Terms. Please look at the “Last Updated” date at the top of these Terms to see when these Terms were last revised. Any changes to these Terms will become effective when we notify you, such as by posting the revised Terms on the Site. You should review these Terms before using the Fox Services.
Your continued access to or use of the Fox Services after the “Last Updated” date will constitute your acceptance of and agreement to such changes.
By accessing or using the Fox Services, you affirm that you are 18 years of age or older, and you accept and are bound by these Terms. You affirm that if you are using the Fox Services on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.
You may not access or use the Fox Services if you: (i) do not agree to these Terms; (ii) are not at least 18 years of age; or (iii) are prohibited from accessing or using the Fox Services or any of the Fox Services’ contents, products or services by applicable law or any applicable policy of your employer.
- USE OF THE SITE.
- Transactions. All storage, purchases, sales, transfers, and other transactions of Tokens, including, but not limited to, those transactions conducted by Eluvio, those conducted between users in the marketplace on the Site (the “Marketplace”), any transactions using a third-party electronic wallet, and any payment processes used to carry out those transactions, are Eluvio Services provided by or on behalf of Eluvio. Fox is not responsible for or liable for those Eluvio Services or for your Tokens. With respect to any third-party electronic wallet services, Fox has no control over, and is not responsible for, those third parties, including the security or privacy practices of such third parties. You should exercise caution, and review the privacy statements applicable to such third parties. Fox has no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Site, or any other transfer of any Token on the Eluvio Blockchain. Fox has no obligation to provide refunds for any purchases that you might make on or through the Site.
- Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, customs, import or export, or other duties and assessments, as well as any amounts levied in lieu thereof (except taxes on our net income) now or hereafter claimed or imposed by any national, supranational, federal, state, local or other jurisdiction (collectively, the “Taxes”, and including any interest thereon and penalties in respect thereof) associated with your use of the Fox Services. Except for income taxes levied on us, you: (a) will pay or reimburse us for all Taxes, including value added taxes and Taxes as required by international tax treaties, and based on charges set, services performed or payments made hereunder as are now or hereafter may be imposed; and (b) will not be entitled to deduct the amount of any such Taxes from any payment made to us pursuant to these Terms.
- Earning Tokens. From time to time we may conduct certain promotions and sweepstakes on the Site, where you can earn Tokens for free and other prizes. Any and all promotions are subject to the game rules, terms and conditions that we provide to you.
- Characteristics of Content Associated with Tokens. Tokens may provide access to a photograph or video of one or more pieces of Content as determined by Fox in its sole discretion.
- Message Boards and Forums.
- The Fox Services 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 users of the Fox Services, or to a select group of users. You acknowledge that all text and any other materials or content posted on Forums is “User Content”, and by posting on Forums you agree to comply with the rules and restrictions on User Content set forth in these Terms, including Section 3 below, and any other rules specifically applicable to such Forums. You understand that you are responsible for all User Content that you provide. Fox 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 Fox’s sole discretion and without notice to you.
- You acknowledge that messages posted on such Forums are public, and Fox cannot guarantee the security of any information you disclose through any Forum; you make such disclosures at your own risk. Fox is not responsible for the content or accuracy of any information posted on a Forum, and shall not be responsible for any decisions made based on such information. We ask that you do not disclose any personal or sensitive information on or through the Fox Services, including, without limitation, in the Forums. Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose User Content carefully.
- Fox reserves the right, but disclaims any obligation or responsibility, to remove User Content that violates these Terms or any other rules specifically applicable to such Forums, as determined by Fox, or for any other reason, in Fox’s sole discretion and without notice to you. You acknowledge that Fox reserves the right to investigate and take appropriate legal action against anyone who, in Fox’s sole discretion, violates these Terms or any other rules specifically applicable to such Forums, including but not limited to, terminating such user’s account and/or reporting such User Content, conduct, or activity to law enforcement authorities.
- You acknowledge, consent and agree that Fox may access, preserve or disclose information you provide on or through the Fox Services or that we have collected about you, including User Content and your account registration information, including when Fox 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 Fox, our parents, divisions, subsidiaries, and affiliates, or their respective employees, agents and contractors (including enforcement of these Terms or our other agreements); (ii) protect the safety, privacy, and security of users of the Fox Services or members of the public including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with the law or legal process; or (v) respond to requests from public and government authorities.
- OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS.
For the purposes of this Section 2, the following capitalized terms will have the following meanings:
“Own” means, with respect to a Token, a Token that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Eluvio Blockchain or the public Ethereum network (the “Public Network”).
“Owned Token” means a Token that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
- Ownership of Token. Ownership of the Token is mediated entirely by the Eluvio Blockchain, unless and until you transfer the Token to the Public Network. For clarity, we do not operate and are not responsible for the Eluvio Blockchain. We may not be able to seize, freeze, or otherwise modify the ownership of a Token. To the extent we have that capability in any circumstance, we may do so in cases where we determine that the Token has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category B Prohibited Activities).
- Ownership of the Fox Services. You acknowledge and agree that, subject to subsection (i) above, Fox owns all legal right, title and interest in and to all other elements of the Fox Services, and all intellectual property rights therein (including, without limitation, all Content, designs, information, “look and feel”, organization, compilation of the Content, data, and all other elements of the Fox Services (collectively, the “Service Materials”). You acknowledge that the Service Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Service Materials are copyrighted property owned or otherwise controlled by Fox, and all trademarks, service marks, and trade names associated with the Fox Services or otherwise contained in the Service Materials are proprietary to or otherwise controlled by Fox.
- No User License or Ownership of Service Materials. Except as expressly set forth herein, your use of the Fox Services does not grant you ownership of or any other rights with respect to any Service Materials or any other content, data, or other materials that you may access on or through the Fox Services. Fox reserves all rights in and to the Service Materials that are not expressly granted to you in these Terms.
- Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your ownership of a Token does not give you any rights or licenses in or to the Service Materials (including, without limitation, our copyright or other intellectual property rights in and to the associated Content, whether now or hereafter created) other than the limited license to you expressly contained in these Terms in Section 2(v) below; (b) that you do not have the right, except as otherwise expressly provided in these Terms, to reproduce, distribute, publicly display, publicly perform, create derivative works of, or otherwise commercialize any elements of the Service Materials (including, without limitation, any Content) without Fox’s prior written consent in each case, which consent Fox may withhold in its sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of Fox’s trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent Fox may withhold at its sole and absolute discretion.
- User License to Content. Subject to your continued compliance with these Terms and the Eluvio Terms, we grant you a limited, revocable, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content that is made accessible by your Owned Tokens, solely for the following purposes: (a) your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Owned Tokens, provided that the marketplace cryptographically verifies each Token owner’s rights to display the Content that is made accessible by their Owned Token to ensure that only the actual owner can display the Content; or (c) as part of a third-party website or application that permits the inclusion, involvement, or participation of your Owned Token, provided that the website/application cryptographically verifies each Token’s owner’s rights to display the Content that is made accessible by their Owned Token to ensure that only the actual owner can display the Content. For the avoidance of doubt, you specifically acknowledge and agree that your ownership of the Token does not grant you any right, title, or interest in or to the Content except as expressly set forth herein, and that Fox may remove or terminate access to the Content that is made accessible by the Token from the Fox Services or otherwise at any time and for any reason (or no reason).
- Further Restrictions on Ownership. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Content that is made accessible by your Owned Token in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Content that is made accessible by your Owned Token to advertise, market, or sell any third party product or service; (c) use the Content that is made accessible by your Owned Token in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Content that is made accessible by your Owned Token in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Content that is made accessible by your Owned Token; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content that is made accessible by your Owned Token; or (g) otherwise utilize the Content that is made accessible by your Owned Token for your or any third party’s commercial benefit.
- Third Party IP. If the Content that is made accessible by your Owned Token contains Third Party IP (e.g., logos, still photos, etc.), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Content, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 2.
- Other Terms of License. The license granted in Section 2(v) above applies only to the extent that you continue to Own the applicable Owned Token. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Owned Token for any reason, the license granted in Section 2(v) will immediately expire with respect to that Token and associated Content without the requirement of notice, and you will have no further rights in or to the Content that is made accessible by that Token. The restrictions in Section 2(vii) and Section 2(viii) will survive the expiration or termination of these Terms.
- CONDITIONS OF USE AND PROHIBITED ACTIVITIES.
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE FOX SERVICES, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE FOX SERVICES ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
- User Warranties. Without limiting the foregoing, you warrant and agree that your use of the Fox Services will not (and will not allow any third party to), in any manner:
- involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
- involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
- involve the uploading, posting, transmitting or otherwise making available through or in connection with the Fox Services any content that infringes the intellectual proprietary rights of any party;
- involve using the Fox Services to violate the legal rights (such as rights of privacy and publicity) of others;
- involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
- involve interfering with other users’ enjoyment of the Fox Services;
- involve interfering with, damaging, disabling, disrupting, impairing, creating an undue burden on, or gaining unauthorized access to the Fox Services, including Fox’s servers, networks or accounts;
- involve exploiting the Fox Services for any unauthorized commercial purpose;
- involve modifying, adapting, translating, or reverse engineering any portion of the Fox Services;
- involve removing any copyright, trademark or other proprietary rights notices contained in or on the Fox Services, in whole or in part;
- involve reformatting or framing any portion of the Fox Services;
- involve covering, removing, disabling, or obscuring advertisements or other portions of the Fox Services;
- involve displaying any content on the Fox Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
- involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Fox Services, or to collect information about its users for any unauthorized purpose;
- involve accessing or using the Fox Services for the purpose of creating a product or service that is competitive with any of our products or services;
- involve engaging in commercial activity (including but not limited to advertisements or solicitations of business; sales; contests; sweepstakes; creating, recreating, distributing or advertising an index of any significant portion of the Content; or building a business using the Content) without Fox’s prior written consent;
- involve abusing, harassing, or threatening another user of the Fox Services or any of our authorized representatives, customer service personnel, moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise);
- involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Fox Services or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers
(each, a “Category A Prohibited Activity”);
and/or in any manner:
- accessing the Fox Services by automated means or under false or fraudulent pretenses;
- involve the impersonation of another person (via the use of an email address or otherwise);
- involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
- involve using, employing, or operating Bots or other similar forms of automation to engage in any activity with respect to the Fox Services; or
- otherwise involve or result in the wrongful seizure or receipt of any content including the Content (each, a “Category B Prohibited Activity” and, together with all Category A Prohibited Activities, the “Prohibited Activities”).
- Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete the Content associated with your Token from the Fox Services, or cause Eluvio to freeze, seize, or transfer ownership of your Token, and/or terminate access to the Content associated with your Token. In any such event, you will not receive a refund of any amounts you paid for such Token. We may also impose limits on certain features and services offered on the Site or restrict your access to parts or all of the Site without notice, and we have no liability to you for any such limitations or restrictions.
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCESS TO THE FOX SERVICES AND/OR DELETE THE CONTENT ASSOCIATED WITH YOUR TOKEN FROM THE FOX SERVICES, OR CAUSE ELUVIO TO FREEZE, SEIZE, OR TRANSFER OWNERSHIP OF YOUR TOKEN, AND OR TERMINATE ACCESS TO THE CONTENT ASSOCIATED WITH YOUR TOKEN, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: TO CAUSE ELUVIO TO (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY TOKEN THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.
- User Warranties. Without limiting the foregoing, you warrant and agree that your use of the Fox Services will not (and will not allow any third party to), in any manner:
- We May Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for any one or more of the Fox Services (including, for the avoidance of doubt, your access to the Content) without the provision of prior notice. You agree that we will not be liable to you or to any third party for any such suspension or termination.
- Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Fox Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
- Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Fox Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Fox Services.
- Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Fox Services, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. The provisions of these Terms which by their nature and the context in which they appear would reasonably be expected to survive termination or expiration of these Terms, including, but not limited to, Sections 2, 3, 4(ii)-4(iv), 6, 7, 8, 13, 14 will survive the termination or expiration of these Terms.
YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
- ADDITIONAL BENEFITS
From time to time, Fox may choose to extend special access or other opportunities (collectively, “Special Benefits”) to holders of a particular Token or collection of Tokens. To illustrate, a Special Benefit could provide holders of a particular Token or collection of Tokens with the opportunity to access exclusive content, access non-exclusive content before members of the general public, obtain discounts on purchases, redeem physical goods or merchandise, or access other perquisites as determined by Fox in its sole discretion.
Any Special Benefits will be described at the time they are offered. All details and other restrictions on any particular Special Benefit not specified at the time it is offered will be determined by Fox in its sole discretion.
Special Benefits are subject to availability as determined by Fox in its sole discretion. Fox may impose a limit on the number of Special Benefits that may redeemed in the aggregate or per account, per day, per Token or collection of Tokens or per any other generally-applicable metric that may be selected by Fox from time to time in its sole discretion.
Fox reserves the right to modify, amend or revise the Special Benefits it makes available. Members may not rely on continued availability of Special Benefits in general or any particular Special Benefit. The type of Token required to access any Special Benefit may be changed, any Special Benefit may be withdrawn, and restrictions on any Special Benefit or its redemption may be imposed by Fox or its designee or the third party business partner supplying the Special Benefit. Fox reserves the right to substitute Special Benefits of comparable or greater value if any redeemed Special Benefit becomes unavailable for any reason. Unless otherwise specified at the time of redemption, physical Special Benefits will be fulfilled within six to eight weeks from date of redemption, or as soon thereafter as reasonably practicable. Special Benefits pictured in advertising, marketing, promotional or publicity materials are for illustrative purposes only. The actual Special Benefit may vary from the Special Benefit pictured.
Users shall be solely responsible for all federal, state, and/or local taxes including, without limitation, income taxes and any reporting consequences thereof in connection with a Special Benefit. Special Benefits do not constitute property of a user, have no cash value, may not be redeemed for cash and may not be sold, auctioned, bartered, brokered, purchased, transferred, assigned or used to engage in any gambling activity. Any Special Benefit obtained in this manner by any person or entity will be considered to have been fraudulently obtained and deemed void and such Special Benefit may be confiscated or cancelled.
If you own a Token or collection of Tokens that entitles you to a Special Benefit that requires Fox to share your account information with a third party, you hereby consent to such sharing to facilitate your ability to access the Special Benefit. Physical Special Benefits will be shipped only to the United States address currently on file with Fox for the applicable user’s account and will not be shipped to any other person or address. A pattern of redeeming physical Special Benefits preceded or followed by changing the address for the applicable account may be viewed as redemption fraud and could result in the termination of your ability to access Special Benefits.
Fox may modify the methods through which Special Benefits can be earned, how Special Benefit can be used, the types or “classes” of Special Benefit available, and the conditions under which Special Benefit may expire or be forfeited, at any time, with or without notice, even though these changes may affect a user’s ability to use the Special Benefit that he/she has already earned.
Some Special Benefits will be offered on a first come, first serve basis or otherwise capped. Users may not rely on continued Special Benefit availability. Fox makes no representation or warranty about the number or type of Special Benefits that may be available. If the Site terminates, the Special Benefits that may have been available prior to termination may become unavailable. Any Special Benefit associated with a particular Token, collection of Tokens, or user account at the time of termination will be forfeited and no compensation will be provided.
Fox may suspend or cancel your access to a Special Benefit at any time with immediate effect if Fox determines in its sole discretion that you (a) have acted in a manner inconsistent with applicable laws or ordinances; (b) acted in a fraudulent or abusive manner; (c) breached any of these Terms and Conditions; (d) engaged in any fraud or abuse concerning Special Benefit; or (e) engaged in any conduct or act that causes Fox to terminate or suspend your access to the Site. Fox may also take appropriate administrative or legal action if any of the items listed above occurs. Nothing contained in these Terms and Conditions shall limit Fox in its exercise of any legal or equitable rights or remedies.
Fox shall not be responsible or liable for, and is hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in a Special Benefit or from entrants’ acceptance, receipt, possession and/or use or misuse of the Special Benefit. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPECIAL BENEFITS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND FOX HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE FOX SERVICES IS AT YOUR SOLE RISK, AND THAT THE FOX SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE FOX SERVICES AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE FOX SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE FOX SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DATA PROVIDED THROUGH THE FOX SERVICES WILL BE ACCURATE; (IV) THE FOX SERVICES OR ANY CONTENT, FOX SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE FOX SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE FOX SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE FOX SERVICES, THE ELUVIO SERVICES, OR YOUR ELECTRONIC WALLET (INCLUDING THE TOKEN WALLET), INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE FOX SERVICES OR ANY ELECTRONIC WALLET.
TOKENS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN ON A DIGITAL LEDGER THAT IS DECENTRALIZED OR MANAGED BY A THIRD PARTY. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DIGITAL LEDGER. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO ANY SMART CONTRACTS.
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ELUVIO BLOCKCHAIN OR PUBLIC NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ELUVIO BLOCKCHAIN OR PUBLIC NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
- LIMITATION OF LIABILITY.
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FOX’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 FOX FOR THE FOX SERVICES DURING THE TERM OF YOUR USE OF THE FOX SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE FOX SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE FOX SERVICES TO YOU WITHOUT THESE LIMITATIONS.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF FOX’S ACTS OR OMISSIONS OR YOUR USE OF THE FOX 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 FOX SERVICES.
You agree to indemnify and hold Fox, Fox Corporation, the producers of FOX’s programs and other content, and each of their respective parents, divisions, affiliated companies, subsidiaries, distributors, subdistributors, licensees, successors and assigns, the entities exhibiting Fox’s programs and other content, each sponsor and its advertising agency, and the respective owners, officers, directors, shareholders, agents and employees of each of them, 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 misuse of the Fox Services, your breach of the Terms, your violation of applicable law, or your violation of any rights (including intellectual property, privacy, likeness or other rights) of a third party.
- EXTERNAL SITES.
The Site with respect to the Fox Services may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
- FORCE MAJEURE.
- Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. For purposes of these Terms, a “Force Majeure Event” shall mean any one or more of the following events beyond the reasonable control of either party: (i) an act of God or public enemy; (ii) war (declared or undeclared); (iii) sabotage; rebellion; riot; act(s) or threatened act(s) of terrorism, civil commotion; (iv) labor dispute of any kind or nature; (v) embargo; (vi) natural and/or man-made disaster (e.g., fire, flood, earthquake, landslide, tornado, hurricane, blizzard, volcanic eruption, tsunami, storm, drought, explosion and the like); (vii) natural or man-made epidemic/pandemic (inclusive without limitation of COVID-19; viral outbreaks; public health crises; and/or global health emergencies) and their resulting governmental action, societal restrictions, and/or curtailment or closure of any means of travel, modes of public transit, and/or common carriers); (viii) casualty and/or death; (ix) act(s) of any federal, state, and/or local instrumentality, including, but not limited to, any restriction, declaration, regulation and/or any other action or order that may impact travel, movement, large gatherings, and/or the entertainment industry; (x) the failure, scarcity, or unavailability of necessary equipment, utilities, and other resources (similar or dissimilar); and/or (xi) for any reason with similar consequences, foreseeable or unforeseeable.
- Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.
- CHANGES TO THE FOX SERVICES.
We are constantly innovating the Fox Services to help provide the best possible experience. You acknowledge and agree that the form and nature of the Fox Services, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Fox Services at any time without notice.
You affirm that you are over the age of 18. The Fox Services are not intended for children under 18. If you are under the age of 18, you may not use the Fox Services. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to disable your access to the Fox Services. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Fox Services.
- ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
- Fox, including its parents, subsidiaries and affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined herein) between you and Fox, regarding any aspect of your relationship with Fox, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and Fox agrees to give up the right to sue in court.
- The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and Fox, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and Fox that arise from or in any way relate to or concern any products or services provided by Fox including but not limited to the Fox Services (as defined above), this Arbitration Agreement, any other aspect of these Terms (including their applicability and their conformance to applicable law), any billing disputes, and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this Arbitration Agreement are that (a) each of you and Fox retains the right to sue in small claims court and (b) each of you and Fox may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator.
- Each of you and Fox also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and Fox (see paragraph (ix) below).
- There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow these Terms. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages) provided that they are recoverable under these Terms.
- These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of these Terms.
- Any arbitration between you and Fox will be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”), as modified by this agreement to arbitrate. The arbitration shall be conducted by a single, neutral arbitrator, and if you and Fox cannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS Rules, with the participation and involvement of Fox and you pursuant to JAMS Rule 12. The JAMS Rules are available on its website at https://www.jamsadr.com/consumer-minimum-standards/. The Consumer Arbitration Minimum Standards are available at https://www.jamsadr.com/consumer-minimum-standards/. The arbitrator is bound by these Terms.
- If either you or Fox wants to arbitrate a claim, you or Fox 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 Fox Service to which the Notice relates, and the relief requested. Your Notice to Fox must be sent by mail to: Arbitration Notice of Dispute, 2121 Avenue of the Stars, 7th Floor, Los Angeles, California, 90067. Fox 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.
- 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 Fox at the address listed above to which you sent your Notice of Dispute.
- You and Fox acknowledge and agree to abide by the following rules for arbitration:
(a) YOU AND FOX 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) Fox will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph (x) below; (c) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law and these Terms; and (d) each side pays his, her or its own attorneys’ fees, except as otherwise provided in paragraph (xii) below.
- 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 Fox, you and Fox acknowledge and agree to abide by the following:
- If you are seeking to recover less than $10,000 (inclusive of attorneys’ fees), Fox will pay the filing fee on your behalf or reimburse your payment of it.
- If you are seeking to recover $10,000 or more, you will have to pay the filing fee charged by JAMS, but Fox will reimburse the filing fee if you prevail on all claims decided upon by the arbitrator.
- Fox and you agree that, if the claims to be arbitrated total less than $10,000 (inclusive of attorneys’ fees), the claim ordinarily should be decided on written submissions only, without a telephonic or in-person hearing. Fox will not request a hearing for any claims totaling less than $10,000. This provision shall not be construed by the arbitrator to deprive you of any rights you may have to a telephonic or in-person hearing in your hometown area pursuant to the JAMS Rules.
- Fox and you agree that, if the claims to be arbitrated total $10,000 or more, the arbitration will occur in a manner and place consistent with the JAMS Rules.
- Regardless of how the arbitration proceeds, each of you and Fox 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.
- Each of you and Fox 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 Fox failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than Fox’s highest settlement offer, then Fox will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If Fox 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.
- The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party’s individual claim, only as permitted by applicable law, and only to the extent that declaratory and injunctive relief are permitted by these Terms. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief not allowed under these Terms. The arbitrator also may not order Fox to pay any monies to or take any actions with respect to persons other than you, unless Fox explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless Fox expressly agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
- You and Fox 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 Fox 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.
- With the exception of subpart (a) in paragraph (ix) (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 (ix) 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 Fox 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.
- Compliance with Law. Nothing contained in these Terms limits Fox’s right to comply with governmental, court and law enforcement requests or requirements relating to the Fox Services or information provided to or gathered by us in connection with your use thereof.
- Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Fox as a result of these Terms or your use of the Fox Services. A printed version of these Terms and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
- Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
- No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
- Governing Law. These Terms 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.
- Venue. Except with respect to Disputes to be resolved through an arbitration process in accordance with Section 13 of these Terms, you and Fox agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of these Terms or your use of the Fox Services.
- WAIVER OF RIGHT TO TRIAL BY JURY; LIMITATION ON CLAIMS. 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 THESE TERMS.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE FOX 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.
- Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Site. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
- Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.