You will pay the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) for any loss of the Indemnified Parties’ that is caused by any of the following:

1. 1. 1. your access of the Website;
      2. your conduct on the Website, including your submissions to the Website;
      3. your breach of this agreement;
      4. your actual or alleged violation of rights of any person, including intellectual property and privacy rights;
      5. your actual or alleged violation of any law;
      6. your actual or alleged negligent, fraudulent, or intentional conduct; or
      7. your actual or alleged criminal conduct.

But you are not required to pay if the loss was caused by the Indemnified Parties’ intentional misconduct.

1. “Loss” means an amount that the Indemnified Parties are legally responsible for or pay in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
2. A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.

If the Indemnified Party has your contact information, the Indemnified Party will notify you before the 30th day after the Indemnified Party knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Indemnified Party’s failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.

The Indemnified Party has control over defending a claim for a loss (including settling it), unless the Indemnified Party directs you to control the defense. If the Indemnified Party directs you to control the defense, you will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. You and the Indemnified Party will cooperate with each other in good faith on a claim.

The Indemnified Parties’ rights under this section 24 do not affect other rights they might have.

Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website or this agreement.

Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, or (b) a suit to compel compliance with this dispute resolution process.

If the parties cannot settle a dispute arising out of or relating to the Website or this agreement through negotiation after 30 days, either party may, by notice to the other party and the International Institute of Conflict Prevention & Resolution (“CPR”), demand mediation under the Mediation Procedure of CPR. Mediation will take place in Los Angeles County, California. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.

1. Procedure

   If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Website or this agreement by arbitration administered by CPR in accordance with its Rules for Administered Arbitration. A single arbitrator will preside over the arbitration. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable.

2. Location

   Unless the parties agree otherwise, the arbitration will take place in Los Angeles County, California.

3. Fees

   Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.

4. Award

   The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. In accordance with section 26.3, the arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

5. Confidentiality

   Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.

Nothing in this section 26 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Website.

1. In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses.
2. For purposes of section 26.3(a), “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.

Both parties hereby waive the right to a trial by jury for any dispute arising out of or relating to the Website or this agreement. Either party may enforce this waiver up to and including the first day of trial.

All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims. Both parties acknowledge that each party is waiving the right to participate in a class action.

A party will not file a claim arising out of or relating to the Website or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.

This agreement constitutes the entire agreement between you and the Company about your access to the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to the Website. A printed version of this agreement will be admissible in any proceedings arising out of (or relating to) this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form. Any additional terms on the Website will govern the items to which they pertain.

You may—and the Company recommends that you—print this agreement on your printer or save them to your computer. If you have trouble printing a copy, please email the Company at [email protected] and the Company will email you a copy.

The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the “last updated” date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. By continuing to use the Website after the Company posts changes to this agreement, you agree to the revised agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact the Company at [email protected].

The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 27.4 is void.

The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

The parties intend as follows:

1. 1. 1. that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
      2. that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
      3. that if an unenforceable provision is modified or disregarded in accordance with this section 27.6, then the rest of the agreement will remain in effect as written; and
      4. that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

1. Sending Notice to the Company

   You may send notice to the Company by email at [email protected] unless a specific email address is set out for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.

2. Sending Notice to You—Electronic Notice

   You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.

The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including:

1. 1. 1. Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
      2. War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
      3. Fiber cuts;
      4. Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
      5. Failure of the telecommunications or information services infrastructure; and
      6. Hacking, SPAM, or any failure of a computer, server, network, or software.

This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.

This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.

This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 27.11 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 27.4 addresses these matters.

By registering for an account, you consent to receiving electronic communications from the Company relating to your account. These communications may involve sending emails to your email address provided during registration or posting communications on the Website and will include notices about your account (e.g., payment authorizations, change in password or payment method, confirmation emails, and other transactional information) and are part of your relationship with the Company. You acknowledge that any notices, agreements, disclosures, or other communications that the Company sends to you electronically will satisfy any legal communication requirements, including that these communications be in writing. The Company recommends that you keep copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from the Company, including newsletters about new features and content, special offers, promotional announcements, and customer surveys via email or other methods. You acknowledge that communications you receive from the Company may contain sexually-explicit material unsuitable for minors. If you no longer want to receive certain non-transaction communications, please review the Privacy Policy regarding opting out of marketing communications.

The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Website to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Website may read all messages you send to the Website regardless of whether they are intended recipients.

Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your finger, mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

This section 27.15 applies only to California residents. In compliance with Section 1789 of the California Civil Code, please note the following:

FXC LLC

4500 Park Granada, Suite 202

Calabasas, CA 91302

Users who want to gain access to the password-restricted area of the Website must register. The Company does not charge consumers for registering, but the Company does charge for purchasing content or subscriptions. You may contact the Company at [email protected] to resolve any disputes or to receive further information about the Website.

You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.

You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.

The Company drafted this agreement in the English language. No translation into any other language will be used to interpret or construe this agreement. All services, support, notices, designations, specifications, and communications will be provided in English.

You should direct all feedback, comments, requests for technical support, and other communications relating to the Website to [email protected].

In this agreement, the following usages apply:

1. 1. Actions permitted under this agreement may be taken at any time and on one or more occasions in the actor’s sole discretion.
   2. References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.
   3. References to numbered sections in this agreement also refer to all included sections. For example, references to section 6 also refer to 6.1, 6.1(a), etc.
   4. References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.
   5. “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.
   6. “Including” means “including, but not limited to.”