(b) You shall not copy, publish, distribute, rent, or resell the Services, in whole or in part.
(c) You shall not use the Services as the basis for making decisions regarding consumers or businesses concerning loans, credit, insurance, credit history, employment, leasing, or other decisions. The Services are not to be relied upon by any person, including you, for any purpose.
You agree to pay us a monthly service fee as agreed based on the package selected and shown on your Billing Info page. (“Fee” or “Fees”). Our first charge to you occurs as of the Effective Date. Each plan receives an allotment of credits. Additional credits are charged as required to maintain a minimum credit balance. There are no other fees for the Services other than the Fee and credits. We may increase the Fee by providing you with at least 30 days’ prior written notice. We will charge the Fee to your credit card or debit card you provide to us automatically on a recurring monthly basis about every 30 days until you or we terminate this Agreement. You agree to provide us with your valid credit card or debit card number, and you authorize us to charge your card for the Fees. This monthly transaction will appear on your account statement as FCP. You agree to update us if your card is cancelled or changes. You also agree to pay any processing fees charged by third parties in our attempt to collect the Fees, such as for insufficient funds in your bank account.
13. Terms and Termination
This Agreement is valid as of the Effective Date and shall continue for periods of 30 days (each a “Term”) until you or we terminate this Agreement. Except as expressly stated in this Section below, we will provide you with at least 30 days’ notice prior written notice if we wish to terminate this Agreement. You understand that you may terminate this Agreement at any time for any reason and without penalty by delivering a termination notice by e-mail to [email protected]
. Upon receipt of your notice of termination, we will cancel the Services and terminate this Agreement as of the as last day of the then-existing Term. You will be responsible to pay Fees as of the as last day of the then-existing Term. This Agreement may also be terminated as follows: (a) as required by law; (b) immediately by us if you fail to pay the Fees; (c) immediately by us if you have provided us with false, incomplete, misleading, or incorrect information; or (d) if we have reason to believe you are using the Services in breach of this Agreement or for an illegal purposes. Upon termination of this Agreement, all license rights granted herein shall immediately terminate, and you will not be allowed to use the Website or Services. The following provisions of this Agreement shall survive termination or expiration of this Agreement for any reason: 5, 7, 11, 12, 13, 15, 16, 17, and 20.
14. Independent Parties
Nothing in this Agreement shall create an employer-employee, partner, joint venturer or agent relationship between FCP and you.
You shall defend, indemnify, and hold harmless FCP and its affiliates, and their employees, managers, members, officers, shareholders, directors, agents, representatives, contractors, insurers, attorneys, successors, and assigns from and against all claims, demands, judgments, losses, liabilities, damages, costs, fees, expenses, including, without limitation, attorneys’ fees, expert witness fees, and court costs, arising out of your (a) unauthorized use of the Website or Services, or (b) breach of this Agreement.
16. Disclaimer of Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FCP: (A) PROVIDES ACCESS TO THE WEBSITE AND USE OF THE SERVICES “AS IS”, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR GUARANTEES, (B) MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE AND THE SERVICES, AND (C) SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY AGAINST NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY IN CONNECTION WITH YOUR ACCESS TO THE WEBSITE AND USE OF THE SERVICES. FCP DOES NOT WARRANT THAT THE WEBSITE OR ANY OF THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR THAT THEIR CONTENT OR METHOD OF DELIVERY WILL BE FREE OF ERROR (INCLUDING FACTS, STATEMENTS, SERVICE LEVELS, DOWNLOAD SPEED, AND WI-FI, HOTSPOT, OR INTERNET CONNECTIVITY), OR THAT DEFECTS THEREIN WILL BE CORRECTED. THE PROVISIONS OF THIS SECTION SHALL BE IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
17. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FCP: SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF A PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FCP’S TOTAL LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO FCP IN THE MONTH IN WHICH A CLAIM GIVING RISE TO LIABILITY HEREUNDER OCCURS. THE PROVISIONS OF THIS SECTION SHALL BE IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. Compliance with Applicable Law
You shall comply with all applicable international, federal, state, and local laws, rules, and regulations in your use of this Website and the Services.
Except as expressly permitted herein, all other notices provided for herein shall be effected either by recognized international express courier, postage pre-paid, or by First Class United States mail, postage pre-paid, to the address listed on the Website in our case, and to the address you listed in you registration page in your case. Notice shall be deemed received two days following tender to such courier and three days following posting by mail.
20. Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to any applicable conflicts or choice of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) nor the Uniform Computer Information Transactions Act (“UCITA”) shall apply. For any dispute arising out of or in connection with this Agreement, the parties hereto irrevocably consent to binding arbitration in Salt Lake City, Utah, under the Commercial Rules of the American Arbitration Association, and the parties hereby waive any objection that arbitration in such city is inconvenient. You understand that you hereby agree to waive any right you may have to a trial by jury. You hereby agree to waive any right you may have to participate in any class, collective, group, or representative action or proceeding arising out of or in connection with this Agreement. The prevailing party in any arbitration action shall be entitled to collect from the non-prevailing party, in addition to any award, all reasonable costs, fees, and expenses, including, without limitation, attorneys’ fees and court costs.
21. Complete Agreement
This Agreement contains the entire agreement of the parties and supersedes any and all other agreements, whether oral or in writing, between the parties concerning the subject matter hereof. Any modification of this Agreement shall be effective only if in a writing signed by the parties.
If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
You shall not assign or sublicense any part of this Agreement, in whole or in part.