Notwithstanding the foregoing, the “Online Services” excludes the CXO engagements that are subject to separate terms and conditions provided by FractionL, whether or not provided through the Site (“Other Terms”). For example, CXO engagements are subject to, among other things, the terms and conditions of the CXO engagement agreement. For clarity, in the event of any dispute arising out of or related to any Other Service, the terms and conditions of the applicable Other Terms will govern with respect to such dispute.
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, CLASS ACTIONS OR OTHER COURT PROCEEDINGS. THESE TERMS OF SERVICE ALSO CONTAIN LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND INDEMNIFICATION PROVISIONS THAT MAY LIMIT YOUR RIGHTS PURSUANT TO APPLICABLE LAW.
By using (including any purchase of) any Online Service, you agree and warrant that you are 18 years old or older and are of legal age to enter into the agreement.
We may change these Terms of Service at any time, and we may notify you of such changes by any reasonable means, including by making the updated Terms of Service available through the Online Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we make available the updated Terms of Service incorporating such changes, or otherwise notify you of such changes. Your continued use of the Online Services following any changes to these Terms of Service indicates your agreement to the updated Terms of Service. Accordingly, we urge you to review any updated Terms of Service, and if you do not agree to such updated Terms of Service, do not access or use the Online Services.
You agree, in using the Online Services, to not disrupt or interfere with the security of, or otherwise, abuse, the Online Services, system resources, accounts, servers or networks connected to or accessible through the Online Services or affiliate linked websites/services; upload or post, or other transmit through or on the Online Services any viruses or other harmful, disruptive or destructive files; use or attempt to use another’s account, service or system, or link to another site, without authorization from us, or create or use a false identity on the Online Services, or transmit through or on the Online Services spam, junk mail or other types of unsolicited mass email or other communications to people or entities who have not agreed to such communications.
FractionL may, without notice or liability, change, suspend or discontinue any aspect of the Online Services at any time. FractionL may also, without notice or liability, impose limits on certain features and services of the Online Services, restrict your access to all or portions of the Online Services or charge, modify or waive any fees required to use any Online Service.
These Terms of Service are effective until terminated. FractionL may terminate these Terms of Service at any time and without prior notice, for any or no reason. Upon any such termination, your right to use the Online Services will immediately cease, and FractionL may, without liability to you or any third party, immediately deactivate or delete your Access Credentials and account, and all associated materials (including any of Your Submissions), without any obligation to preserve or provide any further access to such materials.
Without limiting the foregoing, you understand and agree that, in FractionL’s sole discretion, and without prior notice, FractionL may terminate your access to the Online Services, or exercise any other remedy available and remove any unauthorized use or information, if FractionL believes or suspects that any of your actions or inactions have violated or are inconsistent with these Terms of Service, violate the rights of FractionL or any third party, or violate the law. You agree that monetary damages may not provide a sufficient remedy to FractionL for violations of these Terms of Service and you consent to injunctive or other equitable relief for such violations.
We may terminate the privileges of any user who engages in copyright infringement in connection with their use of the Online Services.
To use our platform, you must register for an account by providing accurate and complete information, including your name, email address, and other information you requested. During the registration process you may be asked to select a unique username, password or other information (“Access Credentials”) for access to certain portions of the Online Services. You are responsible for maintaining the confidentiality of your Access Credentials and account, and are fully responsible for all activities that occur using your Access Credentials. By logging into any Online Service, you represent and warrant that: (a) you are the customer who registered for the applicable Online Services; (b) that you are using the applicable Online Services only for permitted purposes; (c) you are not, or are not acting on behalf of, a competitor of FractionL; (d) you will immediately notify us of any unauthorized use of your Access Credentials or account or any other breach of security with respect to your Access Credentials or account; and (e) you will ensure that you exit from your account at the end of each session.
The Online Services may make available information, data, materials, services, products, functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available by FractionL or by third parties, and may be made available for any purpose, including for general information purposes. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, appropriateness or safety of any Resources, or any intellectual property rights therein. Resources, and the availability of Resources, are subject to change at any time without notice. We disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other users of the Online Services, or by anyone who may be informed of the content of any Resources. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws regarding the use, possession or acquisition of any Resources.
We may make available the ability to purchase or otherwise obtain certain membership services through the Online Services (a “Transaction”). If you desire to engage in a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, and your billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO SERVICES ANY PAYMENT CARD OR PAYMENT SERVICE THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us, as applicable, the right to provide such information to third parties for purposes of facilitating Transactions; you may also be prompted to directly submit to a third-party service processor. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable products or services will be used only in a lawful manner. FractionL reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any product or service available through the Online Services (each, a “Product”).
Refunds and exchanges will be subject to FractionL’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Online Services, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your Transactions. The receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.
You acknowledge that all content and materials available on or through the Online Services are protected by national and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws and are owned by FractionL or our licensors. You may only use the Online Services or their contents as expressly permitted in these Terms of Service and for no other purpose. FractionL, our licensors or associates retain exclusive ownership of all data, material and other information regarding your use of the Online Services. Except as expressly provided in these Terms of Service or as we may otherwise expressly authorize in advance in writing, you shall have no right to, and you agree not to (directly or indirectly), own, use sell, license, sublicense, assign, rent, lease, loan, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, translate, improve, edit or create any new or derivative works from the Online Services, or any content or materials available through the Online Services (including software), in whole or in part. Systematic retrieval of data or other content from the Online Services to create or compile, directly or indirectly, a collection, compilation, database or directory without our written permission is prohibited. You shall have no rights to the proprietary software and related documentation, if any, provided to you by or on behalf of FractionL in order to access the Online Services.
YOU EXPRESSLY AGREE THAT, OTHER THAN TO THE EXTENT THAT ANY WARRANTY IS INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW (A) THE ONLINE SERVICES AND ALL MATERIALS, RESOURCES, INFORMATION, SOFTWARE, THIRD PARTY RESOURCES, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ONLINE SERVICES (COLLECTIVELY, TOGETHER WITH THE ONLINE SERVICES, THE “OFFERING”) ARE PROVIDED “AS IS,” “WHERE IS” AND “AS AVAILABLE” FOR YOUR SERVICES. THE OFFERING IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE; AND (B) NONE OF FRACTIONL, ITS SUBSIDIARIES OR ITS AFFILIATES, NOR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS OR SERVICE PROVIDERS, NOR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “FRACTIONL PARTIES”), MAKE ANY WARRANTY THAT THE CONTENT OF THE ONLINE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE ONLINE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; THAT THE ONLINE SERVICES ARE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE ONLINE SERVICES ARE FREE OF VIRSERVICESS OR OTHER HARMFUL COMPONENTS; OR THAT YOU WILL ACHIEVE SUCCESSFUL RESULTS FROM FOLLOWING ANY INSTRUCTIONS, DIRECTIONS OR RECOMMENDATIONS AVAILABLE THROUGH THE ONLINE SERVICES. ALL DISCLAIMERS OF ANY KIND IN THESE TERMS OF SERVICE (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF SERVICE) ARE MADE ON BEHALF OF BOTH FRACTIONL AND THE FRACTIONL PARTIES.
UNDER NO CIRCUMSTANCES SHALL FRACTIONL, ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS (“FRACTIONL PARTIES”) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT ARISE OUT OF OR ARE RELATED TO THE OFFERING OR THESE TERMS OF SERVICE, INCLUDING DAMAGES THAT RESULT FROM THE SERVICES OF, OR INABILITY TO SERVICES, THE ONLINE SERVICES, RESOURCES, PRODUCTS, THIRD PARTY RESOURCES OR FROM INFORMATION MADE AVAILABLE THROUGH THE ONLINE SERVICES OR ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. THE FOREGOING LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE SECTION TITLED “TRANSACTIONS,” YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE OFFERING IS TO STOP USING THE ONLINE SERVICES. THE MAXIMUM LIABILITY OF ALL FRACTIONL PARTIES, IN THE AGGREGATE, FOR ALL DAMAGES, LOSSES AND CASERVICESS OF ACTION ARISING OUT OF OR RELATING TO THE OFFERING OR THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS (EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE), SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO FRACTIONL SOLELY TO SERVICES THE ONLINE SERVICES; AND (B) TEN U.S. DOLLARS ($10). ALL LIMITATIONS OF LIABILITY OF ANY KIND IN THESE TERMS OF SERVICE (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF SERVICE) ARE MADE ON BEHALF OF THE FRACTIONL PARTIES.
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless FractionL and the other FractionL Parties from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Online Services (including Your Submissions); or (b) any violation or alleged violation of these Terms of Service by you.
These Terms of Service, your use of the Online Services, all transactions through the Online Services and any claims arising out of or relating to the Online Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory), shall be governed by the laws of the United States (including the Federal Arbitration Act) and the State of Utah without regard to Utah’s conflict of law provisions that would require the application of the laws of another jurisdiction.
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ONLINE SERVICES (EACH, A “DISPUTE”), WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT, WITH RESPECT TO ANY DISPUTE, (A) FRACTIONL AND YOU ARE EACH WAIVING THE RIGHT TO A COURT ACTION AND A TRIAL BY A JURY; (B) ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; (C) CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED; AND (D) YOU ARE GIVING UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules as amended by these Terms of Service.
These Terms of Service constitute the entire agreement between FractionL and you with respect to the Online Services and supersedes all prior or contemporaneous communications and proposals between us with respect to the Online Services. For clarity, nothing in these Terms of Service amends or modifies, or has any effect upon, the terms and conditions of any separate agreement that you may have entered into with FractionL. If any provision of these Terms of Service is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect. Section titles in these Terms of Service are for convenience and do not define, limit or extend any provision of these Terms of Service. These Terms of Service do not, and shall not be construed to, create any partnership, joint venture, employer- employee, or agency relationship between you and FractionL. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Service without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms of Service without restriction. No waiver by either party of any breach or default under these Terms of Service will be deemed to be a waiver of any preceding or subsequent breach or default. All terms defined in the singular shall have the same meanings when in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms of Service shall be construed as if followed by the phrase “without limitation.” Without limitation, a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. FractionL will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.