Terms of Use
Last Updated: June 24, 2024
OVERVIEW
Welcome to our website! THE FLORIDA COUNCIL OF 100, INC. (“we,” “us,” or “our”) are pleased to provide you with access to our “Website,” which means, collectively, (i) the https://fc100.org/ website and its related domains and webpages, including any content, functionality, or information contained therein, and (ii) any emails, newsletters or other mediums, or portions of such mediums, through which you have accessed these Terms of Use. We offer our Website to you, the user, conditioned upon your acceptance of all the terms, conditions, policies, and notices stated in these Terms of Use, including our Privacy Policy, which is hereby incorporated herein by reference (collectively, these “Terms”).
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE. BY ACCESSING OR USING ANY PART OF OUR WEBSITE OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE WEBSITE.
PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS, AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.
WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE WEBSITE (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE WEBSITE WILL REFLECT POORLY ON US, OUR PRODUCTS, SERVICES OR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE WEBSITE TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.
1. CHANGES TO THESE TERMS.
We may change or update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of our Website thereafter. Your continued use of our Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
2. ELIGIBILITY TO USE THE WEBSITE.
a. You have the Right to Enter into these Terms. As an individual interacting with the Website in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power, and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.
b. Consideration. You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with the Website. You represent and warrant that you have the capacity to be bound by these Terms.
c. Age. You represent and warrant that you are at least the age of 18 or if you are under the age of 18 you have the consent from your parent or legal guardian to access and use the Website under such person’s account. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Website, you are subject to, and agree to be bound by, these Terms and our Privacy Policy and you are responsible for your child’s use and access to the Website.
3. MODIFICATIONS TO OUR WEBSITE.
We reserve the right at any time to modify or discontinue our Website (or any part, product, or content thereof) without notice at any time. We will not be liable to you or to any third-party for any modification, change, suspension, or discontinuance of our Website.
4. YOUR SUBMISSION OF INFORMATION AND CONTENT TO US.
To access and use the Website, you may provide certain information, materials, and content, such as your name and email address. It is a condition of your use of the Website that all of the information that you provide on or via the Website is correct, current, and complete. You understand that our collection, use and disclosure of all such information is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. We may (but are not obligated to) directly or through third parties, make any inquiries we consider necessary to validate your identity or other information or content provided by you to us, or your compliance with these Terms.
If you submit any materials or content to the Website, you grant us and our affiliates a royalty-free, perpetual, irrevocable, transferrable, assignable, sub-licensable, worldwide license to use such materials and content, including alterations thereof, in any form, in any media, and via any technology we choose, whether it exists now or is created in the future. You represent that any materials and content posted or otherwise submitted by you to the Website is original to you and that you have the right to grant us these rights.
Please do not send us your ideas, concepts, or techniques for our business. We are always thinking and creating, and we may have similar ideas of our own. To avoid any disputes between us relating to ideas that you have submitted to us you agree that, if you send us your ideas, you are giving us the right to use them, and you waive and release us from any claims that we have used your ideas without your consent or permission.
5. THIRD-PARTY SERVICES AND LINKS TO THIRD-PARTY SITES OR CONTENT.
Certain features of the Website are served by our third-party service providers. When engaging with any of the third-party service providers, you acknowledge and agree that: (a) we do not endorse, and make no representations or warranties regarding, any third-party provider, including with respect to the quality of performance; (b) your use of a third-party provider is, as between us and you, at your sole and exclusive risk, and you should conduct due diligence as you deem necessary or appropriate before utilizing the third-party provider’s services; (c) your use of the third party service may be subject to the third party’s applicable terms and conditions, including those set forth in any applicable terms and conditions agreed to by or otherwise made available to you (collectively, “Third-Party Requirements”); and (d) you are solely responsible for compliance with, and will ensure that you comply with, all Third-Party Requirements.
We may also provide on or through the Website links or access to other websites, social media platforms, mediums, content or materials belonging to advertisers, our business partners, affiliates or other third parties. All third-party materials and links are provided solely as a convenience to you, and such links and access do not constitute our endorsement of those third parties, or the products or services of those third parties or the content on their website(s) or other materials. We are not responsible for the activities or policies of those third parties. We accept no responsibility for such third parties or for any loss or damage that may arise from your use of the third-party links or the products or services of those third parties.
You acknowledge and agree that we are not responsible for any third-party materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. If you decide to access any of the third-party websites, social media platforms, or mediums, you do so entirely at your own risk and subject to the terms and conditions of use of such third-party websites, social media platforms, and mediums.
6. PRIVACY.
We use the information you provide on or via the Website as set forth in our Privacy Policy. Our Privacy Policy is hereby incorporated into these Terms by reference.
7. CONSENT TO ELECTRONIC COMMUNICATION.
By using our Website, you agree to allow us to communicate with you electronically, and you consent to electronic delivery of notices, documents, and other materials from us via the Website.
8. PROHIBITED USES AND TERMINATION.
In addition to other prohibitions set forth in these Terms, you will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Website or any underlying or related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Website or any Technology, in whole or in part; (iii) access or use the Website for timesharing or reselling purposes or otherwise for the benefit of a third-party; (iv) use the Website to submit or transmit infringing, libelous, fraudulent or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) use the Website to submit or transmit code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs or Trojan horses; (vi) interfere with or disrupt the integrity or performance of the Website or any Technology (in whole or in part); (vii) attempt to gain unauthorized access to the Website, the Technology or any of their related systems or networks; (viii) permit direct or indirect access to or use of the Website in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Website (including any Technology); (x) access the Website or the Technology (in whole or in part) in order to build a competitive product or service or for benchmarking or competitive analysis; (xi) remove any proprietary notices or labels of or from the Website or the Technology; (xii) access or use the Website in any way that violates these Terms, any third-party rights, or any appliable laws, rules, regulations or orders having the force of law, including anti-spam, export control, privacy, or anti-terrorism laws and regulations; (xiii) use the Website (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive; or (xiv) provide us with false or inaccurate information.
WE RESERVE THE RIGHT TO TERMINATE YOUR USE OF THE WEBSITE FOR ANY OR NO REASON (WITH OR WITHOUT NOTICE), INCLUDING FOR ANY VIOLATION OF THESE TERMS.
9. CONTENT, OWNERSHIP, LIMITED LICENSE AND RIGHTS OF OTHERS.
a. Our Content. The Website contains a variety of: (i) materials and other items relating to us and our products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, publications, newsletters, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of our Website, and the compilation, assembly, and arrangement of the materials of our Website and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including our trademarks; and (iii) other forms of intellectual property (all of the foregoing collectively, “Our Content”).
b. Ownership. Our Website (including past, present, and future versions) and Our Content are owned by us, our licensors or certain other third parties. All right, title, and interest in and to Our Content available via the Website is the property of us or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, or other intellectual property and unfair competition rights and laws to the fullest extent possible. We own the copyright in the selection, compilation, assembly, arrangement, and enhancement of Our Content on the Website.
c. Limited License. We grant you a limited license to access and make personal use of the Website and Our Content only for noncommercial purposes and only to the extent such use does not violate these Terms. This license does not include: (i) any resale or commercial use of the Website; (ii) any derivative use of the Website; (iii) any downloading, copying, or other use of the Website for the benefit of any third party; or (iv) any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by us or Our Content providers. The Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of us without our express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. You may not misuse the Website. You may use the Website only as permitted by law. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, Our Content; and (ii) may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability.
d. Rights of Others. When using our Website, you must respect the intellectual property and other rights of us and others. Your unauthorized use of Our Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
e. Feedback. We or our licensors will own and retain all right, title and interest in and to: (i) any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the subject matter of these Terms (collectively, “Feedback”); (ii) any and all performance data, test or evaluation results, or other metrics derived from our Website; and (iii) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by us (whether alone or together with you or any other third party or parties) arising out of or relating to Feedback are and will remain our sole and exclusive property.
f. Publications, News, Research, and Other Information Available on the Website. The publications, news, research, and all other information presented on or through the Website are made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
10. INTERNATIONAL USERS.
The Website is controlled, operated, and administered by us from the United States of America (“U.S.”). We make no representations or warranties that the Website is permissible, appropriate, or available for use in other jurisdictions. If you access the Website from a location outside the U.S., then you do so by your own volition and you are solely responsible for compliance with all laws, regulations, and rules (including local laws and any applicable U.S. export control laws). You must not use the Website or Our Content in a manner prohibited by any applicable state, federal, international, or local laws, rules, restrictions, or regulations.
11. DISCLAIMER OF WARRANTIES.
a. YOUR USE OF OUR WEBSITE, INCLUDING THE CONTENT, RESEARCH, OR INFORMATION CONTAINED WITHIN THE WEBSITE, AND ANY WEBSITE-RELATED SERVICE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. OUR WEBSITE, INCLUDING ANY CONTENT, RESEARCH, SOFTWARE, OR INFORMATION CONTAINED WITHIN THE WEBSITE AND ANY WEBSITE-RELATED SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, AND EMPLOYEES, EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME.
b. Without limiting the generality of the foregoing, you acknowledge that all or a portion of the Website may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control. We will use commercially reasonable efforts to provide notice of any scheduled service disruption and to reinstate the affected Website.
c. NEITHER WE NOR OUR LICENSORS, AND OTHER RELATED PARTIES, OR OUR OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, MEMBERS, MANAGERS, REPRESENTATIVES, AND EMPLOYEES MAKE ANY REPRESENTATION OR WARRANTY THAT: (a) OUR WEBSITE WILL MEET YOUR REQUIREMENTS; (b) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FROM THE WEBSITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (c) OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), OR ERROR-FREE OR PROVIDE CONTINUOUS STORAGE OR ACCESS; (d) THE RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF OUR WEBSITE WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (e) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; OR (f) ANY ERRORS IN OUR WEBSITE, INCLUDING THE SOFTWARE, WILL BE CORRECTED.
d. ALL CONTENT, INFORMATION, RESEARCH, AND MATERIALS AVAILABLE ON, THROUGH OR AS A RESULT OF OUR WEBSITE IS PROVIDED FOR YOUR INFORMATIONAL PURPOSES ONLY. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING ANY CONTENT, INFORMATION, RESEARCH, OR MATERIALS AVAILABLE ON, THROUGH OR AS A RESULT OF OUR WEBSITE, AND WE ASSUME NO LIABILITY THEREFORE.
e. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL CONTENT, INFORMATION, RESEARCH, AND MATERIALS AVAILABLE ON, THROUGH OR AS A RESULT OF OUR WEBSITE ARE PROVIDED ON AN “AS-IS” BASIS, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF OR RELYING ON ANY OF THE SAME. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, UTILITY, OR ACCURACY OF ANY SUCH CONTENT, INFORMATION, RESEARCH, OR MATERIALS. ALL SUCH CONTENT, INFORMATION, RESEARCH, AND MATERIALS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
12. LIMITATIONS ON LIABILITY.
a. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF OUR WEBSITE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF OUR SERVICES, IN WHOLE OR IN PART, INCLUDING THE WEBSITE; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA, OR A BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT WILL OUR, AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID US IN CONNECTION WITH THE USE OF THE WEBSITE, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
c. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO USE OF THE WEBSITE, OR THESE TERMS, MUST BE FILED BY YOU WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED; OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
d. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, Arbitrator, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
13. INDEMNIFICATION.
You agree to indemnify, defend and hold us and our owners, officers, directors, managers, members, employees, contractors, representatives, and agents harmless from and against any and all losses, damages, settlements, costs, fees, penalties, causes of action, third party claims, expenses, and all other liabilities, including attorney’s fees and legal costs, arising out of, related to, or in connection with: (i) your use or misuse of the Website, or your connection to the Website; (ii) any material or any other content or information that you submit or transmit through the Website; (iii) your violation or breach of any of these Terms; or (iv) your tortious misconduct, including fraud, or any other tort or your violation of any law or the rights of any third-party. These obligations will survive any termination of your relationship with us or your use of the Website or our services.
14. EQUITABLE REMEDIES.
You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 15 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Hillsborough County, Florida. You consent to the exclusive jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. We may effect service of any court paper on you by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.
15. DISPUTES: ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.
Please read this section carefully. Except as these Terms otherwise provide, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action.
a. Agreement to Binding Arbitration
Before initiating arbitration, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including information or representations related to our Website, products or services and upon which you rely. You may seek to resolve any customer concerns through our support services at info@fc100.org. You agree to negotiate with us in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.
By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against us or the Website on an individual basis in arbitration, as set forth in this section. You and we agree that any disputes between us (including any disputes between you and a third-party agent of us) will be resolved through binding and final arbitration and not in a court. This includes (i) any dispute, claims, or controversy arising out of or relating to any part of these Terms, or the existence, breach, termination, enforcement, interpretation or validity thereof; or (ii) your access to or use of our Website, including the Website’s services or products at any time. Such dispute shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration in Hillsborough County, Florida and shall be before one arbitrator. The arbitration shall be administered by the AAA pursuant to its Consumer Arbitration Rules and Procedures, only as modified by this Arbitration Agreement.
You and we agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
By agreeing to individual arbitration, you understand and agree that you are waiving your right to maintain other available resolution processes, such as a court action or administrative proceeding, to settle any disputes or claims. The rules in arbitration are different. There is no judge or jury. Although review is limited, an Arbitrator can award on an individual basis the same damages and relief as would be available in court, and must enforce the same limitations stated in these Terms as a court would.
b. No Class Action
You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you and we each agree to arbitrate in our individual capacities only, not as a representative of a class, a member of a class, or a Private Attorney General. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
c. Rules and Governing Law
The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf. The rules of the arbitral forum will govern all aspects of the arbitration, except to the extent those rules conflict with these Terms.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Florida, without regard to its conflict of laws provisions.
d. Arbitration Process
You can begin the arbitration by submitting a Demand for Arbitration, which is a statement containing basic information about the dispute: (a) the names, addresses and phone numbers of the parties involved (you and us, in most cases); (b) a description of the dispute; and (c) a short statement of the relief you are seeking. The AAA provides a Demand for Arbitration form on its website, or you may contact the AAA at 800-778-7879.
Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular claim or dispute as a result of a decision by the Arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Hillsborough County, Florida. You and we will submit to the personal jurisdiction of the courts located within Hillsborough County, Florida for the purpose of litigating all such claims or disputes.
e. Arbitrator’s Decision
The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The Arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
Regardless of the manner in which the arbitration is conducted, the Arbitrator shall issue a reasoned written decision sufficient to explain the essential findings of fact and conclusions of law on which the award is based. Judgment on the award may be entered in any court having competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Arbitrator’s decision shall be final and binding on all parties.
Judgment on any award rendered by the Arbitrator is final, binding, and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors, and assigns.
With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.
f. Fees
Payment of all filing, administration and Arbitrator fees will be governed by the AAA's applicable consumer rules. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the Arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the Arbitrator.
16. MISCELLANEOUS.
You may not assign these Terms or your rights to use all or any portion of the Website without our prior written consent. No delay or omission by us to exercise any right or power under these Terms will impair any such right or power or be construed as a waiver thereof. A waiver by us in any one instance of any of the covenants, conditions, or agreements to be performed by you will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. We may update, amend, or change these Terms at any time. In all cases, your continued use of the Website after we make changes is deemed to be acceptance of all changes. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way its meaning or interpretation. These Terms are for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, expressed or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms. If any provision of these Terms is found by any court, Arbitrator, or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms, which will remain in full force and effect. These Terms represent the entire understanding and agreement between us and you with respect to the subject matter hereof, and supersede all other negotiations, understandings, and representations (if any) made by and between us and you, whether orally or in writing. For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”, and the word “or” is not exclusive.
17. CONTACT US.
If you have any questions, comments, or concerns regarding these Terms or our Website, please contact us via email at: info@fc100.org.
