Welcome

FOX MediaCloud Terms of Use Agreement (the “Agreement”)

1. Effective August 1, 2024

2. Description of Company Services and Acceptance of Terms of Use Including Arbitration of Disputes

   Welcome to the FOX MediaCloud website (the “Site”), which is operated by Foxcorp Holdings LLC (“Company,” “we” or “us”). All references to “you” or “your” will be deemed to refer to you personally and your agency and/or your employer, as applicable. You acknowledge and agree that you are authorized to act and give consent(s) and authorization(s) hereunder, on behalf of your agency or employer, as applicable, and use Company Services solely in accordance with this Agreement. The services Company provides on the Site include a media asset management system that stores and archives media content (file-based, audio and video content), including Company Material (as defined herein below) for your use in accordance with this Agreement (the Site and Company Materials are hereinafter collectively, the "Company Services"). Company is based in the United States and the Company Services are hosted in the United States.
   
   Company furnishes the Company Services for your professional use subject to and in accordance with this Agreement. By visiting the Site (whether or not you are a registered user) or using the Company Services or Company Materials, you accept and agree to be bound by this Agreement, including any future modifications, and to abide by all applicable laws, rules and regulations (“Applicable Law”). Please read through this Agreement carefully. Company may modify this Agreement at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of Company Services following any modification of this Agreement constitutes your acceptance of and agreement to be bound by the Agreement, as modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Company Services immediately.
   
   Your access to and/or use of certain Company Services may require you to accept additional terms and conditions applicable to such Company Services, in addition to this Agreement, and may require you to download software, Material (as defined below), guidelines and/or terms and conditions. In the event of a conflict or inconsistency between any additional terms and this Agreement, such additional terms will prevail.
   
   IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION: BY USING THIS SITE AND/OR ACCEPTING THIS AGREEMENT, YOU AND WE ARE AGREEING (WITH LIMITED EXCEPTIONS) TO RESOLVE ANY DISPUTE BETWEEN US THROUGH A DISPUTE RESOLUTION PROCEDURE DESCRIBED IN THE ARBITRATION SECTION 13 BELOW. YOU AND COMPANY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE REVIEW CAREFULLY THE ARBITRATION SECTION 13 BELOW TITLED “INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING THIS DIPSUTE RESOLUTION PROCEDURE (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

3. 1. Registration and Security

   You take full responsibility for your use of the Company Services. As a condition of using certain features of the Company Services, you may be required to register on or for the Company Services, provide an email address and/or a username and password and potentially other information, to us or to a third party service provider selected by, but not affiliated with, Company. All registration information you submit to create an account on the Site must be accurate and kept up to date. Your failure to do so will constitute a breach of this Agreement, which may result in immediate termination of your account and access to the Site, as well as termination of any license to use Company Material. You may not (i) select or use as a username a name of another person with the intent to impersonate that person; or (ii) use as a username a name subject to any rights of another person without appropriate authorization. Company reserves the right to refuse registration of, or cancel, a username, in its sole discretion. It is your responsibility to notify us of any changes in such information, including but not limited to your contact information.
   
   You are responsible for maintaining the confidentiality of your password and are responsible for all use of your account. It is therefore critical that you do not share your password with anyone. You agree not to use the account, username, email address or password of another user of the Site at any time and not to allow any other person to use your account. You agree to sign out of your account each time you conclude a visit to the Site. Your account is not transferable. You agree to notify Company immediately if you suspect any unauthorized use of, or access to, your account or password. Company shall retain the right to change your username, but no obligation, for any reason, including, without limitation, if the username you have selected violates this Agreement.

4. 2. Access

   The Site is intended solely for your professional use and you represent and warrant that you are only using the Site and the Company Services in your professional capacity. Company may change, suspend or discontinue the Site (or any feature thereof), Company Services and/or Company Material at any time. Company may also impose limits on certain features and services offered on the Site or restrict your access to parts or all of the Site or Company Materials without notice or liability. You acknowledge that from time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company.

5. 3. Termination

   Unless terminated by Company in its sole discretion, this Agreement remains in full force and effect while you use the Site or Company Services. You may terminate your account on the Site at any time, for any reason, by contacting the Site’s support desk (if available) or your Company sponsor for the Site. Company may terminate your account and/or access to the Site and/or Company Materials at any time, for any or no reason, with or without prior notice or explanation, and shall have no liability to you for such termination. Even after your user account or access to the Site is terminated by you or by Company, this Agreement will remain in effect with respect to your past and future use of the Site or Company Services. Any rights to your account terminate upon your death.

6. 4. Limited Content License

   The Company Materials are offered for your professional use only. The Company Services contain information, text, files, images, videos, sounds, musical works, works of authorship, software, applications, product names, company names, trade names, logos, designs, and any other materials or content (collectively, “Material”) of Company, its licensors, or assignors (“Company Material”). Material contained in the Company Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and Company, Company, its licensors, or its assignors, own and retain all rights in and to the Company Material. Company hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to access and display or perform the Company Material (excluding any software code) solely for professional purposes authorized by Company in connection with your use of the Site and in accordance with the Agreement. Except as provided in this Agreement or as explicitly allowed on the Company Services, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, make available, or otherwise use any Company Material contained in the Company Services.
   
   Except as explicitly and expressly permitted by Company or by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Company Material. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not either directly or through the use of any device, software, internet site, web-based service or other means, remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on Company Material contained in the Company Services or any digital rights management mechanism, device, or other content protection, copy control or access control measure associated with Company Material contained in the Company Services, including geo-filtering mechanisms. Except as necessary in order to make reference to Company, its products and services in a purely descriptive capacity, you are expressly prohibited from using any Company Material in any manner.
   
   You may not, without the Company’s written permission, “mirror” any Company Material contained on the Site or any other server. You may not use the Site for any purpose that is unlawful or prohibited by the Agreement. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site, or interfere with any other party’s use and enjoyment of the Site or do anything that interferes with the proper working of the Site. You may not introduce any viruses, Trojan horses, worms or other material that is malicious or technologically harmful. You may not attempt to gain unauthorized access to the Site through hacking, password mining or any other means. You may not use any robot, spider or other automatic device, process or means to access the Site, including for copying any Company Material on the Site, or use any manual process to copy any of the Company Material on the Site for any purpose not expressly stated in this Agreement. Company reserves the right, in its sole discretion, to terminate your access to the Site, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.
   
   You will not use the Company Services or Company Content available on or through the Company Services - inclusive of text, photographs, images, audio/video clips, “look and feel,” metadata, or compilations of the Company Services and/or Company Content – for the development of any software program, including, but not limited to, training or otherwise developing a machine learning or artificial intelligence system or algorithm.

7. 5. Restrictions on Use of Company Services

   You understand that you are responsible for all material that you provide, post, upload, transmit, email or otherwise make available on the Site or on, through or in connection with the Company Services (collectively, “User Content”). Additionally, you acknowledge that you have no expectation of confidentiality with respect to your User Content and that such User Content may be widely accessed and used in accordance with our Privacy Policy. Accordingly, please choose User Content carefully.
   
   You acknowledge the Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including but not limited to, terminating their user account and/or reporting such User Content, conduct, or activity to law enforcement authorities.
   
   You acknowledge, consent and agree that Company may access, preserve or disclose information you provide on the Site and about your usage of the site, such as including User Content and your account registration information, including when Company 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 Company, our parents, subsidiaries or affiliates (“Company Affiliates”), licensors, assignors or each of their employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of users of the Company Services or members of the public including in urgent circumstances; (iii) protect against infringement, fraud or for risk management purposes; (iv) comply with the law or legal process; or (v) respond to requests from public and government authorities. If Company sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, Company may transfer your information (or any part thereof) to the party or parties involved in the transaction as part of that transaction.

8. 6. Removal of Company Material that Infringes Copyrights

   Company respects the intellectual property of others and requires that our users do the same. Company has a policy that provides for the termination in appropriate circumstances of subscribers and account holders of Company Services who are repeat infringers. Company also reserves the right to remove or disable access to any transmission of Company Material that infringes the copyright of any person under the laws of the United States upon receipt of a notice that substantially complies with the requirements of 17 U.S.C. § 512(c)(3) as set forth above.
   
   If you believe material on Company Services infringes your copyright.
   
   If you believe that any material residing on or linked to from Company Services infringes your copyright, you must send Company's designated Copyright Agent a written notification of claimed infringement that contains substantially all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Company Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and (f) your physical or electronic signature. Company's Copyright Agent for notification of claimed infringement can be reached at:
   
   FOX Corporation
   Copyright Agent
   foxdmca@fox.com
   2121 Avenue of the Stars, Suite 1200
   Los Angeles, California 90067
   
   If you posted material to Company Service that was removed due to notice by a copyright owner.
   
   If you posted material to Company Services that Company removed due to a notice of claimed infringement from a copyright owner, Company will take reasonable steps promptly to notify you that the material has been removed or disabled. This notice may be by means of a general notice on the Site or by written or electronic communication to such address(es) you have provided to Company, if any. You may provide counter-notification in response to such notice in a written communication that includes substantially all of the following: (i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (ii) a statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and (iv) your physical or electronic signature.
   
   Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.

9. 7. Third Party Links and Services

   The Company Services may provide, or third parties may provide, links to other websites, applications, resources or other services created by third parties (“Third Party Services”). When you engage with a provider of a Third Party Service, you are interacting with the third party, not with Company. If you choose to use a Third Party Service and share information with it, the provider of the Third Party Service may use and share your data in accordance with its privacy policy and your privacy settings on such Third Party Service. Company encourages you not to provide any personal information to or through any Third Party Service unless you know and are comfortable with the party with whom you are interacting. In addition, the provider of the Third Party Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. Company is not responsible for and makes no warranties, express or implied, as to the Third Party Services or the providers of such Third Party Services (including, but not limited to, the accuracy or completeness of the information provided by such Third Party Service or the privacy practices thereof). Inclusion of any Third Party Service or a link thereto on the Company Services does not imply approval or endorsement of the Third Party Service. Company is not responsible for the content or practices of any websites other than the Site, even if the website links to the Site and even if it is operated by a Company Affiliate or a company otherwise connected with the Site. By using the Company Services, you acknowledge and agree that Company is not responsible or liable to you for any content or other materials hosted and served from any website other than the Site. When you access Third Party Services, you do so at your own risk.

10. 8. Privacy

    Details of how we process any personal data you provide to Company, including in connection with your use of the Company Services, can be found in our Privacy Policy, which is incorporated into and is a part of this Agreement by this reference.

11. 9. Disclaimers

    THE COMPANY SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND COMPANY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE COMPANY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT YOUR USE OF THE COMPANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE COMPANY SERVICES WILL BE CORRECTED, THAT THE COMPANY SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES OR THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE COMPANY SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE COMPANY SERVICES, ATTENDANCE AT A COMPANY EVENT, ANY COMPANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE COMPANY SERVICES, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES, OR THE CONDUCT OF ANY USERS OF THE COMPANY SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
    
    YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE COMPANY SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE COMPANY SERVICES.

12. 10. Limitation on Liability

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'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 COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE COMPANY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE COMPANY SERVICES, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE COMPANY SERVICES.
    
    YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF COMPANY’S ACTS OR OMISSIONS OR YOUR USE OF THE SITE OR THE COMPANY 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 SITE.COM OR THE COMPANY SERVICES.
    
    THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. FOR CLARIFICATION, THIS AGREEMENT DOES NOT LIMIT COMPANY’S LIABILITY FOR FRAUD, FRAUDULENT MISRPERESENTATION, DEATH, OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW WOULD PROHIBIT SUCH A LIMITATION.

13. 11. United States Jurisdiction

    Company provides the Company Services in the United States of America. Company does not represent that the Company Material or the Company Services are appropriate (or, in some cases, available) for use in other locations. If you use the Site or the Company Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Site and/or the Company Services.
    
    Not all Company Services are available worldwide or nationwide, and Company makes no representation that you will be able to obtain any Company Services in any particular jurisdiction, either within or outside of the United States.

14. 12. U.S. Export Controls

    Software that may be available in connection with the Company Services is further subject to United States export controls. No such software may be downloaded from the Company Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such software is at your sole risk.

15. 13. INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

    So that Company can maintain the ability to offer you and other users the Company Service, you and we agree to the following mechanisms for resolving any Dispute between us:
    

    a. Dispute. 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 Company, 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 Company that arise from or in any way relate to or concern any Content, the Site or services provided by Company including but not limited to the Company Services (as defined above), this Section 13, any other aspect of this Agreement or any prior versions of this Agreement (including their applicability and their conformance to applicable law), and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this Section 13 are that: (i) each of you and Company retains the right to sue in small claims court; (ii) each of you and Company may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights; and (iii) each of you and Company may bring suit in court to determine the enforceability of Sub-Section 13.b. and/or Sub-Section 13.k.
    
    
    b. Mandatory Informal Dispute Resolution Process. You and Company agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, if either you or Company wants to bring or resolve a Dispute, you or Company must follow the mandatory informal dispute resolution process as a precondition to the ability to file an arbitration demand or lawsuit:
    
    
    i. Notice. You or Company must first send 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 Company Service to which the Notice relates, and the relief requested, including damages, if any, and a detailed calculation for them. Your Notice also must contain your email address and (if different) the email address associated with your Company account (if you have an account with Company). Our Notice must also be sent to your email address associated with your Company account (if you have an account with Company), and you consent to receive any such Notice as part of these dispute resolution terms. You and we must include in any Notice to each other a personally signed statement (from you or us—not from your or our counsel) verifying the accuracy of the contents of the Notice, and if you are represented by counsel, your signed statement authorizing Company to disclose your Company account details to your attorney while seeking to resolve your claim. We each must individualize our Notice, meaning it can concern only our Dispute and no other person’s Dispute. You must send your Notice to Company by email to Arbitration-Notice@fox.com or by mail to: Arbitration Notice of Dispute, Fox Corporation, 2121 Avenue of the Stars, Suite 1200, Los Angeles, California, 90067. In the case of a Dispute initiated by you or us, it is the sender’s responsibility to prove that the sender provided the notice in the manner that is required in this paragraph.
    
    
    ii. Good Faith Effort to Informally Resolve Dispute. After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and Company agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference and both parties will personally attend (with counsel, if represented). You and Company agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. If you and Company do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or Company may commence a proceeding as noted below.
    
    
    c. Arbitration Agreement. If you and we do not resolve the Dispute within 60 days of the submission of the Notice in accordance with the Informal Dispute Resolution Procedures, Company, including its Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute between you and Company, regarding any aspect of your relationship with Company, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court, subject to the exceptions noted in Sub-Section 13.g. below. Thus, subject to those exceptions, you and Company agree to give up the right to sue in court, including that you and Company agree to waive their right to a jury trial.
    
    
    d. Controlling Law Regarding Arbitration Process and Agreement to Arbitrate. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of the provisions in Section 13 related to the arbitration process. The agreements in Section 13 shall survive termination of the Agreement. Any original action to compel arbitration under Section 4 of the FAA (or analogous state law) must be brought in a state or federal court located in New York City, unless mandated by law to be filed in another state or federal court. If the FAA is found to not apply to any issue regarding the interpretation or enforcement of the parties’ agreement to arbitrate, then that issue shall be determined by the laws of the State of New York. Any arbitration between you and Company will be administered by the American Arbitration Association (“AAA”) pursuant to their then-applicable rules, including their mass arbitration supplementary rules and mass arbitration fee schedule, as applicable, as modified by Section 13. AAA’s rules and fee schedules can be found at www.adr.org. Except in the event of a Mass Arbitration as described in Sub-Section 13.k. below, the arbitration shall be conducted by a single, neutral arbitrator. If you and Company cannot agree on an arbitrator, the arbitrator will be appointed pursuant to the AAA’s rules.
    
    
    e. Alternative Arbitration Provider. If AAA is not available to arbitrate, including because it is not able to administer the arbitration(s) consistent with the rules, procedures, and terms of Section 13, including those described in Sub-Section 13.k., the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5 that is able to administer the arbitration(s) consistent with the rules, procedures, and terms of this Section 13, including, as applicable, Sub-Section 13.k. Section 13 will govern to the extent it conflicts with the arbitration provider’s rules. For arbitrations before the AAA, the AAA’s Consumer Arbitration Rules and Optional Rules For Emergency Measures of Protection shall apply.
    
    
    f. Filing Fee and Costs. The initiating party must pay all filing fees for the arbitration. Your and Company’s responsibility to pay other administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous. If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, and/or other fees incurred as a result of the frivolous claim.
    
    
    g. Waiver of Fees and Costs. You may qualify for a waiver of certain arbitration costs under the applicable arbitration provider’s rules or other applicable law. If you meet the standard for proceeding in forma pauperis in federal court, the state court of your residence, or the state court where the arbitration is brought, cannot obtain a waiver from the arbitration provider of any filing fees you are required to pay, and the arbitration provider refuses to administer the arbitration without your payment of said fees, Company will pay the filing fees for you.
    
    
    h. Enforceability of Certain Provisions of Section 13. Notwithstanding Sub-Section 13.c. through Sub-Section 13.g., a claim regarding enforceability of any portion of Sub-Section 13.b. and/or Sub-Section 13.k. must be brought in federal or state court. Courts shall have the exclusive authority to determine: (i) the enforceability of any or all of the procedures set forth in Sub-Section 13.b. and/or Sub-Section 13.k.; and (ii) if any or all the procedures set forth in Sub-Section 13.b. and/or Sub-Section 13.k. are unenforceable, whether that or those procedures are severable from the remaining provisions of Section 13 and the consequences of said severance. If the court determines that Sub-Section 13.b. is enforceable, it will also decide whether the party seeking to arbitrate the Dispute complied with the process in Sub-Section 13.b.
    
    
    i. You and Company also agree to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and Company, including in arbitration and in state or federal court. Therefore:
    
    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.
    
    
    j. You understand there is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow the dispute resolution process described in Section 13. Subject to Sub-Section 13.h, the arbitrator has exclusive authority to resolve all issues relating to the parties’ Dispute. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator 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 this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us.
    
    
    k. Related Cases and Mass Arbitrations. If your Notice involves claims similar to those of at least 25 other customers, and if you and those other customers are represented by the same lawyers, or by lawyers who are coordinating with each other, or if Company asserts 25 or more similar demands for arbitration or counterclaims against similarly-situated parties, within a period of 60 days or otherwise close in proximity, you and we agree that these claims will be related (“Related Cases”), and this shall be called a “Mass Arbitration.” The following procedures will apply to a Mass Arbitration:
    
    
    i. Acknowledgment of Related Cases procedure. If you or Company, or your or our counsel, files a demand for arbitration that has Related Cases, then you and we agree that the demand for arbitration shall be subject to the additional protocols set forth in this Sub-Section 13.k. If the parties disagree as to whether a series of filings fits within the definition of Mass Arbitration above, the arbitration provider shall resolve the disagreement. You and we also acknowledge that the adjudication of the dispute may be delayed and that any applicable statute of limitations shall be tolled from the time of filing of the demand for arbitration, and pending resolution of the proceedings described in this Sub-Section 13.k.
    
    
    ii. Bellwether Arbitrations. Bellwether proceedings are encouraged by courts and arbitration administrators where there are multiple disputes involving similar claims against the same or related parties. The parties shall select ten individual arbitration claims (five per side), designated the “Initial Test Cases,” to proceed to arbitration. Only the Initial Test Cases shall be filed with the arbitrator. All other claims shall be held in abeyance. This means that the filing fees will be paid only for the Initial Test Cases; for all other demands for arbitration, the filing fees (together with any arbitrator consideration of the other demands) will be in abeyance, and neither You nor Company will be required to pay any such filing fees. You and Company also agree that neither you nor we shall be deemed to be in breach of Section 13 for failure to pay any such filing fees, and that neither you nor we shall be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for failure to pay any such filing fees. If, pursuant to this subsection, a party files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance and not refer them to the arbitrator pending resolution of the Initial Test Cases. Unless the claims are resolved in advance or the schedule is extended, the arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference.
    
    
    iii. Global Mediation. Following the resolution of the Initial Test Cases, the parties agree to engage in a global mediation of all the remaining individual arbitration claims (“Global Mediation”), deferring any filing costs associated with the non-Initial Test Cases until the Initial Test Cases and subsequent Global Mediation have concluded. After the final awards are provided to the mediator in the Initial Test Cases, the mediator and the parties shall have 90 days to agree upon a substantive methodology and make an offer to resolve the outstanding cases. If the Parties are unable to resolve the outstanding claims during the Global Mediation, the unresolved Disputes may then be administered by the arbitration provider pursuant to this Agreement’s Batch Arbitration provision below and the arbitrator’s fee schedule for mass filings, unless the parties mutually agree otherwise in writing. You and we also acknowledge that any applicable statute of limitations shall be tolled pending resolution of the Bellwether Arbitration and Global Mediation process.
    
    
    iv. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event the Bellwether Arbitration and Global Mediation processes described above do not resolve the Disputes, the arbitration provider will (1) administer the remaining arbitration demands in batches of 50 demands per batch; (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). The final award will provide for individual merit decisions for each separate claimant within the single batch arbitration award. If the arbitration provider will not administer the Batch Arbitration with one set of filing and administrative fees due per side per batch, then the arbitration provider’s mass arbitration fee schedule shall apply. AAA’s mass arbitration fee schedule is available on its website at www.adr.org/rules. For mass arbitrations before any other arbitration provider, if applicable, you and Company agree that its mass arbitration fee schedule shall apply, as necessary.
    
    
    v. Opting Out. If your claim is not resolved as part of the Bellwether Arbitration and Global Mediation process outlined above, the parties shall also have the opportunity to opt out of arbitration and bring the pending Dispute to the state or federal courts located in New York City, unless mandated by law to be filed in another state or federal court. The parties have 30 days of the failed Global Mediation process to opt out. This shall not provide an opportunity for either party to opt out of arbitration for other claims. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Fox Corporation, Attention Arbitration Opt-Out, 2121 Avenue of the Stars, Suite 1200, Los Angeles, California, 90067 via USPS Priority Mail or hand delivery, by email to Arbitration-OptOut@fox.com, or by notice to the attorney representing Company in the arbitration proceeding. This written notice must be signed by you, even if it is also signed by your attorney. The written notice cannot be signed by an agent or other representative of yours in lieu of your signature. It must include a statement that you wish to opt out of arbitration within 30 days after the conclusion of the Global Mediation process. Company may exercise its equivalent opt-out right by sending written notice to you or your attorney, agent, or representative if you are represented.
    
    
    vi. Enforcement of Subsection. A Court of competent jurisdiction shall have the power to enforce Section 13.k., including by injunctive, declaratory, or other relief.
    
    
    l. Live Testimony. You must appear to testify at any arbitration hearing personally, virtually, or in another manner authorized by law or the arbitration provider. You agree that if you fail to appear in one of these forms to testify, you consent to have the arbitrator order that the case be closed immediately.
    
    
    m. Discovery and Information Exchange. Regardless of how the arbitration proceeds, each of you and Company shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the arbitration provider’s rules.
    
    
    n. Attorney’s Fees and Fee Shifting. Each of you and Company 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(s) the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the applicable law(s).
    
    
    o. Restrictions on Forms of Relief. 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 this Agreement. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief except those allowed under the law and this Agreement, including Section 18’s Limitation of Liability provisions. The arbitrator also may not order you or Company to pay any monies to or take any actions with respect to persons other than you or Company, respectively, unless you or Company explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order, as applicable. Further, unless you and Company expressly agree, or subject to the provisions of Sub-Section 13.k. above, the arbitrator may not consolidate other persons’ claims with yours or ours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
    
    
    p. Confidentiality. You and Company 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 Company agree that an order confirming the 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.
    
    
    q. Severability of Portions of Section 13. With the exception of Sub-Section 13.i. and Sub-Section 13.k. (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class and the Mass Arbitration procedure), if any part of Section 13 is deemed invalid, unenforceable, or illegal, then the balance of Section 13 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, either or both Sub-Section 13.i. or/and Sub-Section 13.k. is found invalid, unenforceable or illegal, then the remainder of Section 13 and this paragraph shall be null and void, but the rest of this Agreement, including the provisions governing in which court actions against Company must be pursued and the choice of governing law will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
    
    
    r. Court Proceedings. If a court issues a decision precluding or refusing to compel arbitration of any Dispute, the Dispute must be brought in the state or federal courts located in New York City, unless otherwise mandated by law to be filed in another state or federal court. For Disputes deemed not to be subject to arbitration, neither you nor Company shall be precluded from participating in a class-wide settlement of those claims if brought by another Company user or third party.

16. 14. Governing Law

    The Agreement 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.
    
    Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and Company agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of the Agreement or the Company Services. 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 THIS AGREEMENT.
    
    YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE OR THE COMPANY 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.

17. 15. Indemnity

    You agree to indemnify and hold Company, its Company Affiliates, licensors and assignors, subcontractors and other partners, and their respective officers, agents, partners and employees, 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 Site or the Company Services (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this Agreement, your violation of any rights of another or any Content that you Transmit through the Company Services.

18. 16. Unsolicited Submissions

    Company does not knowingly accept, via the Company Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Company requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any Company or Affiliated Company creative work including, without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to Company via the Company Services that are unsolicited (including but not limited to any Forum), however, you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions no contractual or fiduciary relationship is created between you and Company; (ii) any such unsolicited submissions and copyright become the property of and will be owned by Company (and are not User Content licensed by you to Company under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Company sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such submissions; and (iv) by sending an unsolicited submission you waive the right to make any claim against Company or Company Affiliates relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.

19. 17. Other

    The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
    
    You agree that any notices the Company may be required by Applicable Law to send to you will be effective upon Company’s sending an e-mail message to the e-mail address you have on file with Company or publishing such notices on the informational page(s) of the Site.
    
    You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or your use of the Company Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
    
    Nothing contained in this Agreement limits Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company Services or information provided to or gathered by us in connection with such use.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.