Subject to these Terms & Conditions, FPP EDU MEDIA LLC (collectively referred to herein as "FPP”, “we" "us" and "our") provide you with access to our website https://www.fpp.world and it’s subdomains (the "Site") and the services enabled via the Site including the virtual fair platform (the "Platform").
The Site and Platform include, but may not be limited to, the access to and use of the Platform for virtual events under the names “The Student World”, “The Student World Virtual Fair", "Study Abroad Session", “Virtual Fair", "High School Sessions", "Counselor Workshop Networking Event", "Networking event”, "Live session” through accounts created on our network.
For the purposes of this Agreement, "Client", "you" or "your" refer to the colleges, universities, language schools or any other institution or organization, government body, agent including their representatives or employees with a registered account.
PLEASE READ THESE TERMS & CONDITIONS (the "Agreement") CAREFULLY. BY VIRTUE OF REGISTERING WITH, ACCESSING AND/OR USING THE SITE IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND AND HEREBY AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SITE OR THE PLATFORM.
FPP may amend this Agreement at any time and the amended version will become effective when posted on the FPP website. You agree to review this Agreement each time you use the Site or Platform so that you are aware of any modifications. By continuing to use the Site or the Platform following such an amendment, you accept and agree to be bound by the amended Agreement.
You represent and warrant to us that you have the legal capacity and full authority to accept and perform this Agreement as an authorized representative of your organization.
The following terms have the meanings ascribed to them in this Section 1 when used in this Agreement. Other terms, when capitalized, have the meanings defined elsewhere in this Agreement.
(b) "Event" shall mean a virtual fair and/or any other event you have registered to attend.
(c) "Plan" shall mean any of the annual plans that are available for you to subscribe to for a one (1) year period, as further described herein.
2. Rules for Registration
(a) Representations. You represent to us that you have read, understood, and are authorized to enter into this Agreement on behalf of your organization. You acknowledge that this Agreement contains obligations which will be binding on your organization.
(b) Registration of Account. You must create or have an account on the Site in order to access the Platform and participate in an Event. If an account already exists for your organization in our system, then your representative will be granted access to that existing account instead of creating a new one. During the registration process you will provide certain personal information. Once you create an account you will be provided with a unique username and password. If you have purchased a Plan, then once you have created an account you may register for any Events included in the Plan. We reserve the right to actively monitor access to the Platform and may, in our sole discretion, immediately revoke the rights granted herein, remove access to the Platform and terminate the account of any person who we determine or reasonably believe has violated or is violating this Agreement, or has permitted or is permitting any other person to do so.
(c) Accurate Information. It is imperative that you provide accurate and truthful information about your identity, contact information, organization, and other information during the registration process. By filling in the registration information you represent and warrant to FPP that all of the information you provide during this process is true and correct. We reserve the right to terminate your registration for an Event or your use of the Platform if we determine that you have not provided complete and accurate information. You are responsible for keeping your information up to date, so it is complete and accurate.
(d) Protection Against Unauthorized Use and Access. Additionally, you will: (i) not disclose your password to any third party; (ii) be responsible for preserving the confidentiality of your username and password; (iii) be responsible for all activities that occur under your account; and (iv) immediately notify us of any known or suspected unauthorized use of your account or any other breach of security.
(e) Connectivity; Equipment. You shall be solely and exclusively responsible, at your sole expense, for the acquisition, installation, operation, security and maintenance of the minimum system components and communications services required to access and use the Platform. Any inability to access or interruption of access to the Platform due to your failure to procure and maintain the necessary hardware and communications services shall be at your sole and exclusive liability and responsibility and FPP shall have no responsibility or liability for the same.
3. Terms for the FPP Annual Plans
(a) Terms. If you decide to purchase one of the Plans, the specific terms for the Plan will be posted on the Site. We may change the terms of a Plan at any time and such changes will go into effect at the beginning of the next subscription term.
(b) Start Date. If you decide to purchase a Plan, the start date for the Plan will be the same date of the first Event where the Plan is used.
(c) Expiration Date. If you decide to purchase a Plan, the expiration date for the Plan will be exactly 365 days after the start date as set forth in Section 3(b).
(d) Events included on Plans. Only events organized by FPP can be selected and attended under a Plan. Events organized or hosted by a third party, but operated inside our Platform, are outside the scope of any Plan and a Plan credit cannot be used to attend such an event.
4. Payment and Fees
(a) Fees. We provide access to and use of the Platform for participation in Events for either a subscription fee if you purchase a Plan or a one-time fee. The fees are set forth on the Site. You are responsible for the payment of all sales taxes, fees, use taxes, charges, duties, levies, and similar governmental charges (“Sales Taxes”) related to your use of the Platform. The applicable fees, along with any required Sales Taxes, may be paid on an annual basis if you are purchasing a Plan or per Event if you are not purchasing a Plan. All fees are payable in advance. We may change the fees or institute new fees at any time. Any change to the subscription fees for a Plan will take effect at the beginning of the next billing date. We will give you reasonable notice of any such pricing changes by posting the new fees on or through the Site. It is your responsibility to remain informed about the current fees.
(b) Billing and Payment.
(i) Annual Plan fees will be billed in full and in advance at the subscription of the Plan. The invoice will be sent automatically by the FPP system.
(ii) One-time fees will be billed in advance, at the time of registration for the Event. The invoice will be sent automatically by the FPP system.
(iii) We currently accept payment by bank wire, check (in USD funds only), credit card or debit card. Any change in accepted payment methods will be posted on or through the Site.
(c) Your Responsibility. You are responsible for the timely payment of all fees and for providing us with valid information related to your invoice at all times.
d) Non-Payment. In the event that payment is not received by FPP within sixty (60) days of the due date of the invoice, FPP will be entitled to initiate legal actions against the Client. Non-Payment does not invalidate this Agreement, any cancelation after this Agreement is accepted will be subject to the cancelation policy on section 7.
(e) Credit and Debit card Payments. We use a third-party payment processor (the “Payment Processor”) to link us to your Payment Account. The processing of payments in connection with your account and any fees will be subject to the terms, conditions and privacy policies of the Payment Processor and your Payment Account issuer in addition to this Agreement. We are not responsible for any errors by the Payment Processor or your Payment Account issuer.
5. Term and Termination
(a) Term and Termination. Your account will continue, unless we terminate it or you notify us by email at email@example.com and/or through our system (receipt of which must be confirmed by email reply from us) of your decision to terminate your account (the “Term”). Any termination or cancellation will be effective upon receipt unless otherwise stated in the written notice. Unless otherwise agreed upon in writing by the parties, we reserve the right, at our sole discretion, to terminate your account and access to the Platform, at any time and for any reason.
(b) Material Breach. The following events are considered a material breach of this Agreement resulting in an immediate termination of the Agreement: (i) you fail to observe and perform your obligations or make payment under the terms of this Agreement; (ii) a receiver is appointed for you or your property; (iii) you make an assignment for the benefit of its creditors; (iv) any proceedings are commenced by, for or against you under any bankruptcy, insolvency or debtors relief law or you are adjudicated as bankrupt; and (v) you commence steps to liquidate or dissolve. In the event of a material breach under this Section 5(b) you will not be entitled to a refund of any monies paid to FPP.
6. Promotions and Offers
We may offer you certain promotions and special offers. The following terms and conditions apply to all offers and promotions, unless otherwise stated. By accepting any promotion or offer, you agree to be bound by the terms contained in this Section 6 as well as any specific terms or conditions related to the promotion or offer. We reserve the right to send particular promotions to particular users. We may use any personal information you provide to us (including your email address), to provide you (by email or otherwise) with information regarding our contests and promotions.
Promotions and special offers are provided pursuant to the specific terms that FPP establishes for such promotion or special offer. Price discounts cannot be used together or combined with other discount offers or promotional offers. Promotional offers are intended for the addressed recipient only and cannot be transferred in any manner. If you are not the intended recipient, then the offer is null and void. We may request further information from you if you wish to participate in certain promotions and offers. Participation in these promotions is completely voluntary. Therefore, you have the choice to decline to participate in any promotion where you are required to provide further information about your organization. FPP reserves the right to withhold or deduct credits or other benefits obtained through promotions or special offers in the event that we determine or believe that the promotion or special offer was in error, fraudulent, illegal, or in violation of the applicable promotional terms or this Agreement.
7. Representations and Indemnification
(a) Representations and Warranties. You represent, warrant and covenant to FPP that:
(i) any information or materials you post on or transmit through the Platform or the Site for any purpose will not infringe on the copyright, trademark or other intellectual property rights or trade secrets or violate any other rights of any third party;
(ii) you will use the Site and the Platform only in compliance with our standard published policies then in effect and all applicable laws and regulations.
(b) Indemnification. You agree to defend, indemnify and hold FPP, its affiliates, and each of its and their respective directors, officers, managers, employees, contractors, shareholders, agents, representatives, licensors, successors and assigns harmless from and against any and all claims, liabilities, demands, damages, costs and expenses of any nature whatsoever, including court costs, collection expenses and reasonable attorneys’ fees, in any way arising from, related to or in connection with (i) your access, use or misuse of the Platform or the Site, (ii) your violation of this Agreement, or (iii) the posting or transmission of any materials on or through the Platform or the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right or violates applicable law.
8. Cancellation Policy
(a) General. You may cancel your registration for an Event by contacting your FPP representative via e-mail or by contacting our general inbox firstname.lastname@example.org, all cancellation requests must be made in writing via email. Cancellations via phone, whatsapp or any other communication tool are not accepted or considered valid.
(b) Cancellation of Events without a Subscription Plan and Without a Multi-City Discount or Regional Package: If you have elected not to purchase a subscription plan and the Event you want to cancel was not part of a multi-city discount package, then any cancellation is subject to the following conditions:
(i) For High School Sessions and High School Counselor Workshops
A. If you cancel 60 (sixty) days or more prior to the Event, no cancellation fee will be applied, and a full refund or credit which can be used for other services will be provided to you in the amount paid.
B. If you cancel 45 (forty-five) days or more prior to the Event, you will not receive a refund, but you will receive a full credit of the amount you paid which can be used for other services.
C. If you cancel 30 (thirty) days or more prior to the Event, you will not receive a refund, but you will receive a credit of 30% of the amount you paid which can be used for other services.
D. If you cancel 20 (twenty) or fewer days prior to the Event, there will be no refunds or credits.
(ii) For all other Events
A. If you cancel 45 (forty-five) days or more prior to the Event, no cancellation fee will be applied, and a full refund or credit which can be used for other services will be provided to you in the amount paid.
B. If you cancel 30 (thirty) days or more prior to the Event, you will not receive a refund, but you will receive a full credit of the amount you paid which can be used for other services.
C. If you cancel 20 (twenty) days or more prior to the Event, you will not receive a refund, but you will receive a credit of 30% of the amount you paid which can be used for other services.
D. If you cancel 10 (ten) or fewer days prior to the Event, there will be no refunds or credits.
(c) Cancellation of Multi-Event Discount Package. If the Event you wish to cancel was purchased as part of a multi-event discount then the cancellation is subject to the following conditions:
(i) The same conditions as in Sections 8(a) and 8(b) will apply.
(ii) The applicable refund or credit will be calculated based on the following example.
(iii) For example, if you have purchased a multi-event discount package which includes registering for 3 events and getting 1 additional free Event, with the lowest cost Event being free, then you register for the following Events:
Event 1: $2200
Event 2: $2000
Event 3: $2100
Event 4: $1800
Sub Total: $8,100
$1800 for Event 4 would be deducted since it is the free Event in this example.
Final total: $6,300 (for an average cost of $1575 per Event)
In this example, cancelling seventy (70) days before the Event would entitle you with a full refund or credit as in Section 7(b). Considering this, a total of $1575 would be the applicable credit or refund.
(d) Cancellation of Regional Discount Package. If the Event you wish to cancel was purchased as part of a regional package, then the cancellation is subject to the following conditions:
(i) The same conditions as in Sections 8(a) and 8(b) will apply.
(ii) The applicable refund or credit will be calculated based on the following example.(iii) For example, if you have purchased a regional package which includes registering for 4 Events and getting a discount for it
Event 1: $2200
Event 2: $2000
Event 3: $2100
Event 4: $1800
Sub Total: $8,100
Discount applied: $2,100
Final total: $6,000 (for an average cost of $1500 per Event)
In this example, cancelling seventy (70) days before the Event would entitle you with a full refund or credit as in Section 7(b). Considering this, a total of $1500 would be the applicable credit or refund.
(e) Cancellation of Plan. If you have elected to purchase a Plan, then any cancellation is subject to the following conditions:
(i) Specific Events within a Plan. If you have elected to purchase a Plan, then any Event cancellation is subject to the following conditions:
- If you cancel thirty one (31) days or more prior to the Event, no cancellation fee will be applied, and a full credit for the Event will be provided to you.
- If you cancel twenty (20) or fewer days prior to the registration deadline of a High School Session or Counselor Workshop, the credit will be considered as used and not reimbursable.
- If you cancel ten (10) or fewer days prior to any other Event, the credit will be considered as used and not reimbursable.
(ii) Complete Plan. If you have elected to purchase a Plan, and you wish to cancel your Plan in full, cancellation is subject to the following conditions:
- If you have used more than 75% of the Events in the Plan, no refund will be issued
- If you have used between 50% and 74% of the Events in the Plan, a refund of 15% of the total Plan cost will be issued
- If you have used between 30% and 49% of the Events in the Plan, a refund of 25% of the total Plan cost will be issued
- If you have used between 0% and 29% of the Events in the Plan, a refund of 50% of the total Plan cost will be issued
9. Bankruptcy or Liquidation
In the situation of the Client being declared bankrupt or going into voluntary or compulsory liquidation or failing to observe and perform the obligations or make payment under the terms of the Agreement, the Client may be determined to be in breach of the Agreement and all monies paid by the Client shall be forfeited without prejudice to the right of FPP to claim for breach of Agreement.
10. Lead Retrieval
Lead retrieval services are provided through the FPP hub. FPP will make a reasonable effort to deliver all collected data within one to two business days from the conclusion of the Event.
11. Data Security and Privacy
(b) FPP treats all registration data with a high level of security. We use a standard security protocol that allows sensitive information (such as login credentials) to be transmitted securely by initiating an encrypted link between our AWS servers and the Client.
(d) In the unlikely event of a data breach or unauthorized disclosure, we will act according to our Personal Data Protection Policy and you will receive notice of the breach or unauthorized disclosure through email.
(e) You may register for or log-in to your account via a third-party network, such as Facebook, WhatsApp or Google. If you do so, you hereby authorize FPP to pre-populate the registration and other relevant information fields of your account and/or to use such third-party credentials to log you into your account. If you connect your account to a third-party network, you agree to comply with the terms and conditions and policies applicable to such third parties.
12. Intellectual Property Rights
(a) Right to Access and Use; Restrictions.
(i) Subject to your compliance with this Agreement, FPP and its licensors (if applicable) hereby grant to you during the term of this Agreement a limited, personal, non-transferable, revocable, non-exclusive license to access and use the Platform, in the current version thereof, only in connection with your participation in one or more Events. You shall only be permitted to use the Platform for your own internal business purposes or personal use, as applicable, subject to the terms and conditions of this Agreement. Any future release, update or other addition to the Platform or the Site shall be governed by this Agreement. With respect to any open source or third-party code that may be incorporated in the Platform, such code is governed by the applicable open source or third-party license, if any, authorizing use of such code.
(ii) By using the Site or the Platform, you agree that you will not, and will not permit or authorize third parties, directly or indirectly, to: (A) download, copy, alter, modify, translate, or create derivative works based on the Site or the Platform or any portion thereof for any purpose whatsoever (except to the extent expressly permitted by FPP); (B) attempt, by de-compilation, reverse-engineering, disassembly, or any other method, to create or derive all or any portion of the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Site or the Platform or any software, documentation or data related to the Site or Platform; (C) alter or remove any copyright or proprietary rights notice on or within the Site or Platform; and (D) license, sublicense, publish, distribute, disclose, manufacture, sell, market, rent, lease, transfer or otherwise commercially exploit or provide access to the Platform to any third parties other than users registered to access or use the Platform. If you make use of the Platform or the Site, other than as provided herein, in doing so you will be in breach of this Agreement and may be in violation of copyright and other laws of the United States and other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Except as provided herein we do not grant any license or other authorization to you for the use of our trademarks, registered trademarks, service marks, copyrightable material, or intellectual property by including them on the Site and the Platform.
(b) User Content; License. You acknowledge that you, and not FPP, are entirely responsible for all content that you upload, post, e-mail, transmit or otherwise make available through the Platform. Except with respect to your content, you agree that you have no right or title in or to any content that appears on or in the Platform. FPP does not claim ownership of your content. However, you grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your content (in whole or in part) for the purposes of operating the Platform and the Site. When you post or publish your content on or in the Platform, you represent that you have the authority to grant the aforementioned license to us.
(c) Ownership of Intellectual Property
(i) Ownership. The Platform and the Site including, without limitation, the content (with the exception of your content), data, metadata, design, text, graphics, organization, compilation, look and feel, the source, object and HTML code and all other protectable intellectual property available through the Platform or comprising the Site (the “Proprietary Materials”) are the sole and exclusive property of FPP or our licensors (if applicable) and are protected by copyright, trademark, trade secret and other intellectual property laws. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Proprietary Materials shall be owned solely and exclusively by FPP, or our licensors (as applicable), as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide therein and thereto. This Agreement does not constitute a sale and does not convey to you any rights of ownership in or related to the Proprietary Materials, or any intellectual property rights owned by us. All rights regarding the Proprietary Materials not expressly granted in this Agreement are reserved by us.
(ii) Restrictive Legends. You shall not remove or authorize or permit any third party to remove any proprietary rights legend from the Proprietary Materials. The information on the Platform and the Site including, without limitation, all design, text, graphics, interfaces, and the selection and arrangements is protected by law, including copyright law.
(iii) Trademark Usage. The FPP company name, service names and associated logos are trademarks of FPP, and you agree not to use or display them in any manner without FPP’s prior written permission. Nothing on the Platform or the Site should be construed to grant any license or right to use any FPP trademark without the prior written consent of FPP. Product names, logos, designs, titles, and words associated with the Platform and the Site may be protected under law as trademarks, service marks or trade names of FPP. Such trademarks, service marks and trade names may be registered in the United States and internationally.
(iv) Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us through our suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and the Site.
13. Disclaimers and Limited Liabilities
(a) Disclaimer of Warranties.
(i) TO THE FULLEST EXTENT PERMITTED BY LAW, FPP EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT REGARDING THE PLATFORM, THE SITE AND ALL CONTENT, FUNCTION AND MATERIALS THEREIN. THE PLATFORM AND THE SITE ARE PROVIDED “AS-IS”AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EVEN IF THE LIMITED REMEDY IN THIS AGREEMENT HAS BEEN FOUND TO FAIL ITS ESSENTIAL PURPOSE.
(ii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS (i) THAT THE PLATFORM OR THE SITE WILL MEET YOUR REQUIREMENTS OR YOU WILL ACHIEVE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR THE SITE, (ii) THAT THE OPERATION OF THE PLATFORM OR THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THE PLATFORM, THE SITE OR THE SERVER THAT MAKES THE PLATFORM OR THE SITE AVAILABLE ARE FREE OF VIRUSES OR ANYTHING ELSE HARMFUL TO YOUR COMPUTER SYSTEM, (iii) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (iv) REGARDING THE USE OF OR CONTENT IN THE PLATFORM OR THE SITE IN TERMS OF THEIR QUALITY, ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS, USEFULNESS, RELIABILITY OR OTHERWISE.
(iii) YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU USE THE PLATFORM OR THE SITE AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE AND ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR ANY OTHER DEVICE IN WHICH YOU ACCESS THE PLATFORM OR THE SITE, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR THE SITE IS TO STOP USING THEM.
(b) Limitation of Liability.
(i) TO THE MAXIMUM EXTENT PERMITTED BY LAW, FPP, ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, GOODWILL, BUSINESS INTERRUPTION, ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM: (A) YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR THE SITE, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE PLATFORM OR THE SITE; (B) THE ACTIONS OR INACTIONS OF ANY USER YOU CONNECT WITH VIA THE PLATFORM; (C) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE PLATFORM, THE SITE, THESE TERMS OR ANY OTHER SERVICES PROVIDED BY FPP. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FPP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE OR THAT SUCH DAMAGES ARE FORESEEABLE, AND EVEN WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
(ii) YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM AND THE SITE. YOUR ONLY REMEDY AGAINST US FOR USE OF THE PLATFORM AND THE SITE IS TO STOP USING THEM. THAT SAID, IF FPP IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THIS PLATFORM AND THE SITE, OUR LIABILITY SHALL NOT EXCEED $100.00 IN THE AGGREGATE. THIS LIMITATION ON DAMAGES SHALL APPLY IRRESPECTIVE OF WHETHER THIS AGREEMENT HAS BEEN BREACHED BY ANY PARTY. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
(iii) This Section 13 limits our liability and reflects an informed voluntary allocation of risk; such allocation represents a material part of this Agreement. You agree that the limitations of liabilities set out in this Agreement are fair and reasonable in the circumstances.
(c) This Section 13 shall not be construed so as to exclude or limit the liability of FPP for death or personal injury as a result of the gross negligence of FPP or that of its employees.
14. General Terms
(a) Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, United States of America, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement or in any way related to the Platform or the Site will be an appropriate federal or state court located in Las Vegas, Nevada.
(b) Severability. If any provision in this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall continue to be enforceable. If any provision in this Agreement is deemed unlawful, void or unenforceable, then that provision is deemed severable from this Agreement and the remaining provisions are still valid and enforceable.
(c) Force Majeure. In the event of abandonment, postponement, or cancellation of any Event (i) for any cause or event beyond our control including, without limitation, any act of God, flood, earthquake, hurricane, pandemic, terrorism, war, strike or other labour problem, legal action, present or future law, government order, rule or regulation or (ii) by a decision that we determine is necessary, in our sole discretion, you shall have no claim against us and we shall have no liability for any loss, delay, costs, expenses, monies or damage resulting therefrom and your liability under this Agreement and any other contract or invoice shall not be reduced.
(d) Assignment; Beneficiaries. You may not assign your rights or obligations under this Agreement to anyone without our prior written consent. We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees.
(e) Attorneys' Fees. In the event that any legal action is brought with respect to this Agreement, the prevailing party in such legal action shall be entitled to recover reasonable attorneys' fees, as well as costs of the arbitration or legal action, in addition to any other relief it may receive or be awarded.
(f) No Continuing Waiver. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
(g) Electronic Notices. By using the Platform, you agree to receive certain electronic communications from FPP. You agree that any notice, agreement, disclosure, or other communication that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing and will be legally enforceable as a signed document. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address.
(h) Claims. Any claim or cause of action you may have with respect to FPP, the Platform or the Site must be commenced within one (1) year after the claim or cause of action arose.
(i) Modification or Discontinuation of Services. We reserve the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the services provided on the Platform or the Site, or any portion thereof, with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of the Platform or any portion thereof.
(j) Headings. The subject headings of the sections in this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
(k) Survival. Any and all provisions of this Agreement that would reasonably be expected to be performed after the termination or expiration of this Agreement shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.
15. How to Contact Us
We welcome your comments and questions. Please contact us at email@example.com.
Copyright © 2021 FPP EDU MEDIA LLC. All rights reserved. Any rights not expressly granted herein are reserved.