Fox Canvas Room Terms of Use Agreement (The “Agreement”)

 

Description of Fox Studio Lot Services and Acceptance of Terms of Use Including Arbitration of Disputes

 

Welcome to the https://www.foxcanvasroom.com website (the “Site”), which is operated by Fox Studio Lot, LLC (“Fox Studio Lot,” “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 Fox Studio Lot Services solely in accordance with this Agreement. The services Fox Studio Lot provides on the Site encompass the ordering, renting, and repair of gripping, rigging, canvas room, and metalwork materials, including Fox Studio Lot Material (as defined herein below) for your use in accordance with this Agreement and applicable, additional agreement(s), written authorizations and/or written permission(s) by Fox (the Site and Fox Studio Lot Materials are hereinafter collectively, the "Fox Studio Lot Services"). Fox Studio Lot is based in the United States and the Fox Studio Lot Services are hosted in the United States.

Fox Studio Lot furnishes the Fox Studio Lot Services for your professional use subject to and in accordance with this Agreement. By using the Fox Studio Lot Services, you represent and warrant that you are authorized to request, on behalf of yourself, your agency, or as applicable, your employer, a non-exclusive, limited license to use the Fox Studio Lot Services and agree that you will abide by the terms and conditions of this Agreement just as if you signed this Agreement. This includes your agreement to any future modifications, and to abide by all applicable laws, rules and regulations (“Applicable Law”). Please read through this Agreement carefully. Fox Studio Lot may modify this Agreement at any time, and each such modification will be effective upon posting on the Fox Studio Lot Services. Your continued use of Fox Studio Lot 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, please do not use this Site and discontinue use of the Fox Studio Lot Services immediately.

Your access to and/or use of certain Fox Studio Lot Services may require you to accept additional terms and conditions applicable to such Fox Studio Lot 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 16 BELOW. YOU AND COMPANY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE REVIEW CAREFULLY  ARBITRATION SECTION 16 BELOW TITLED “INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” FOR DETAILS REGARDING THIS DISPUTE RESOLUTION PROCEDURE (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION). 

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1.  Registration and Security

You take full responsibility for your use of the Fox Studio Lot Services. As a condition of using certain features of the Fox Studio Lot Services, you may be required to register on the Fox Studio Lot Services, provide an email address and/or select a username and password and potentially other information, to us or to a third-party service provider selected by, but not affiliated with Fox Studio Lot. 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 Fox Studio Lot Material. You may not (i) select or use as a username 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. Fox Studio Lot 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 Fox Studio Lot immediately if you suspect any unauthorized use of, or access to, your account or password. Fox Studio Lot 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. 

 

2.  Access

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

 

3.  Termination

Unless terminated by Fox Studio Lot in its sole discretion, this Agreement remains in full force and effect while you use Fox Studio Lot Services. You may terminate your account on the Fox Studio Lot Services at any time, for any reason, by contacting the Fox Studio Lot Services support desk (if available) or your Fox Studio Lot sponsor for the Fox Studio Lot Services. Fox Studio Lot may terminate your account and/or access to the Fox Studio Lot Services, 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 Fox Studio Lot Services is terminated by you or by Fox Studio Lot, this Agreement will remain in effect with respect to your past and future use of the Fox Studio Lot Services. Any rights to your account terminate upon your death.

 

4.  Fees

You acknowledge that Fox Studio Lot reserves the right to charge a fee for any portion of the Fox Studio Lot Services. The Fox Studio Lot will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account and/or subscription in the event you do not wish to pay the modified fee. If you continue to use the Fox Studio Lot Services after a fee has been imposed or increased, you are expressly agreeing to the fee or increase thereto and you will be responsible for paying such fee for the balance of your subscription or use of the Fox Studio Lot Services. If Fox Studio Lot suspends or terminates your account and/or access to the Fox Studio Lot Services because you have breached the Agreement or violated Applicable Law, you will not be entitled to a refund of any unused portion of such fees or other payments.

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5.  Purchasing Fox Studio Lot Services or Products

In connection with a purchase of any service, subscription or product on or in connection with the Fox Studio Lot Services (collectively, “Fox Studio Lot Products”), you may be required to provide personal information, including your name, address, telephone number, e-mail address, credit card and billing information (collectively, “Personal Financial Information”), to an independent third party selected by, but not affiliated with, Fox Studio Lot (the “Processor”). Where the Processor is responsible for collecting, transmitting and/or processing your Personal Financial Information and, in some instances, for fulfilling your order, the collection, transmission and processing of your Personal Financial Information and any and all-payment obligations for Fox Studio Lot Products shall be governed by the terms of use/service and privacy policy(ies) of the Processor. If you make a purchase of a Fox Studio Lot Product you are warranting that you are authorized to make the purchase using the form of payment that you provide to the Processor. You must be 18 years of age or older to purchase a Fox Studio Lot Product.

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Fox Studio Lot makes no warranty, and to the fullest extent provided by law, accepts no liability for any loss or damages whatsoever, relating to or in connection with your placement of an order for a Fox Studio Lot Product with the Processor. Fox Studio Lot provides no refunds for, makes no warranty for, and accepts no liability regarding your purchase of a Fox Studio Lot Product. You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. You acknowledge and agree that, to the fullest extent permitted by law, in the event Processor experiences a data breach that affects your information, Fox Studio Lot will in no way be responsible or liable to you for any such breach.

 

The Fox Studio Lot is under no obligation to store any records related to purchases or other transactions you make through the Fox Studio Lot Services. You should therefore maintain records of all your transactions. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your information, you must contact the Processor.

 

6.  Limited Content License

The Fox Studio Lot Materials are offered for your professional use only. The Fox Studio Lot 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 Fox Studio Lot, its licensors, or assignors (“Fox Studio Lot Material”). Material contained in the Fox Studio Lot Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and Fox Studio Lot, , its licensors, or its assignors, own and retain all rights in and to the Fox Studio Lot Material. Fox Studio Lot hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to access and display or perform the Fox Studio Lot Material (excluding any software code) solely for professional purposes authorized by Fox Studio Lot in connection with your use of the Fox Studio Lot Service and in accordance with the Agreement. Except as provided in this Agreement or as explicitly allowed on the Fox Studio Lot 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 Fox Studio Lot Material contained in the Fox Studio Lot Services.

Except as explicitly and expressly permitted by Fox Studio Lot 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 Fox Studio Lot 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 Fox Studio Lot Material contained in the Fox Studio Lot Services or any digital rights management mechanism, device, or other content protection, copy control or access control measure associated with Fox Studio Lot Material contained in the Fox Studio Lot Services, including geo-filtering mechanisms. Except as necessary in order to make reference to Fox Studio Lot, its products and services in a purely descriptive capacity, you are expressly prohibited from using any Fox Studio Lot Material in any manner outside of what is permitted under this Agreement.

You may not, without the Fox Studio Lot’s written permission, “mirror” any Fox Studio Lot Material contained on the Fox Studio Lot Services or any other server. You may not use the Fox Studio Lot Services for any purpose that is unlawful or prohibited by the Agreement. You may not use the Fox Studio Lot Services in any manner that could damage, disable, overburden, or impair the Fox Studio Lot Services, or interfere with any other party’s use and enjoyment of the Fox Studio Lot Services, or do anything that interferes with the proper working of the Fox Studio Lot Services. 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 Fox Studio Lot Services 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 Fox Studio Lot Services, including for copying any Fox Studio Lot Material on the Fox Studio Lot Services, or use any manual process to copy any of the Fox Studio Lot Material on the Fox Studio Lot Services for any purpose not expressly stated in this Agreement.  Fox Studio Lot reserves the right, in its sole discretion, to terminate your access to the Fox Studio Lot Services, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.

 

7.  Restrictions on Use of Fox Studio Lot Services

You understand that you are responsible for all material that you provide, post, upload, transmit, email or otherwise make available on the Fox Studio Lot Services or on, through or in connection with the Fox Studio Lot 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 Fox Studio Lot reserves the right to investigate and take appropriate legal action against anyone who, in Fox Studio Lot’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 Fox Studio Lot may access, preserve or disclose information you provide on the Fox Studio Lot Services and about your usage of the Fox Studio Lot Services, such as including User Content and your account registration information, including when Fox Studio Lot 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 Fox Studio Lot, our parents, subsidiaries or affiliates (“Fox Studio Lot 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 Fox Studio Lot 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 Fox Studio Lot 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, Fox Studio Lot may transfer your information (or any part thereof) to the party or parties involved in the transaction as part of that transaction.

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You will not use the Fox Studio Lot Services available on or through the Fox Studio Lot Services - inclusive of text, photographs, images, audio/video clips, “look and feel,” metadata, or compilations of the Fox Studio Lot Services - 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.

 

8.  Removal of Fox Studio Lot Material that Infringes Copyrights

Fox Studio Lot respects the intellectual property of others and requires that our users do the same. Fox Studio Lot has a policy that provides for the termination in appropriate circumstances of subscribers and account holders of Fox Studio Lot Services who are repeat infringers. Fox Studio Lot also reserves the right to remove or disable access to any transmission of Fox Studio Lot 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 Fox Studio Lot Services infringes your copyright.

If you believe that any material residing on or linked to from Fox Studio Lot Services infringes your copyright, you must send Fox Studio Lot'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 Fox Studio Lot 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. Fox Studio Lot'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 Fox Studio Lot Service that was removed due to notice by a copyright owner.

If you posted material to Fox Studio Lot Services that Fox Studio Lot removed due to a notice of claimed infringement from a copyright owner, Fox Studio Lot 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 Fox Studio Lot Services or by written or electronic communication to such address(es) you have provided to Fox Studio Lot, 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 Fox Studio Lot 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.  Third-Party Links and Services

The Fox Studio Lot 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 Fox Studio Lot. 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. Fox Studio Lot 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. Fox Studio Lot 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 Fox Studio Lot Services does not imply approval or endorsement of the Third-Party Service. Fox Studio Lot is not responsible for the content or practices of any websites other than the Fox Studio Lot Services, even if the website links to the Fox Studio Lot Services and even if it is operated by a Fox Studio Lot Affiliate or a company otherwise connected with the Fox Studio Lot Services. By using the Fox Studio Lot Services, you acknowledge and agree that Fox Studio Lot is not responsible or liable to you for any content or other materials hosted and served from any website other than the Fox Studio Lot Services. When you access Third Party Services, you do so at your own risk.

 

10.  Member Disputes

You are solely responsible for your interactions with other users of the Fox Studio Lot Services and other Fox Studio Lot Services, providers of Third-Party Services, Processors or any other parties with whom you interact on, through or in connection with the Fox Studio Lot Services. Fox Studio Lot reserves the right, but has no obligation, to become involved in any way with any disputes between you and such parties.

 

11.  Privacy

Details of how we process any personal data you provide to Fox Studio Lot, including in connection with your use of the Fox Studio Lot Services, can be found in our Privacy Policy, w[SJ1] hich is incorporated into and is a part of this Agreement by this reference.

 

12.  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.

 

13.  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 FOX STUDIO LOT SERVICES 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 FOX STUDIO LOT 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 FOX’S LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, DEATH, OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW WOULD PROHIBIT SUCH A LIMITATION.

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14.  United States Jurisdiction

Fox Studio Lot provides the Fox Studio Lot Services in the United States of America. Fox Studio Lot does not represent that the Fox Studio Lot Material or the Fox Studio Lot Services are appropriate (or, in some cases, available) for use in other locations. If you use the Fox Studio Lot 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 Fox Studio Lot Services.

Not all Fox Studio Lot Services are available worldwide or nationwide, and Fox Studio Lot makes no representation that you will be able to obtain any Fox Studio Lot Services in any particular jurisdiction, either within or outside of the United States.

 

15.  U.S. Export Controls

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

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

 

So that Fox can maintain the ability to offer you and other users the Site, 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 Fox, 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 Fox that arise from or in any way relate to or concern any Content, the Site or services provided by Fox including but not limited to the Fox Services (as defined above), this Section 16, 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 16 are that: (i) each of you and Fox retains the right to sue in small claims court; (ii) each of you and Fox may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights; and (iii) each of you and Fox may bring suit in court to determine the enforceability of Sub-Section 16.b. and/or Sub-Section 16.k.

 

b. Mandatory Informal Dispute Resolution Process. You and Fox 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 Fox wants to bring or resolve a Dispute, you or Fox must follow the mandatory informal dispute resolution process as a precondition to the ability to file an arbitration demand or lawsuit:

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i. Notice. You or Fox must first send to the other  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 Fox 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 Fox account (if you have an account with Fox). Our Notice must also be sent to your email address associated with your Fox account (if you have an account with Fox), 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 Fox to disclose your Fox 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 Fox 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 Fox 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 Fox 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 Fox 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 Fox 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, Fox, including its Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute between you and Fox, regarding any aspect of your relationship with Fox, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court, subject to the exceptions noted in Sub-Section 16.g. below. Thus, subject to those exceptions, you and Fox agree to give up the right to sue in court, including that you and Fox 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 16 related to the arbitration process. The agreements in Section 16 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 Fox 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 16. AAA’s rules and fee schedules can be found at https://www.adr.org. Except in the event of a Mass Arbitration as described in Sub-Section 16.k. below, the arbitration shall be conducted by a single, neutral arbitrator. If you and Fox 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 16, including those described in Sub-Section 16.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 16, including, as applicable, Sub-Section 16.k. Section 16 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 Fox’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, Fox will pay the filing fees for you.

 

h. Enforceability of Certain Provisions of Section 16.  Notwithstanding Sub-Section 16.c. through Sub-Section 16.g., a claim regarding enforceability of any portion of Sub-Section 16.b. and/or Sub-Section 16.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 16.b. and/or Sub-Section 16.k.; and (ii) if any or all the procedures set forth in Sub-Section 16.b. and/or Sub-Section 16.k. are unenforceable, whether that or those procedures are severable from the remaining provisions of Section 16 and the consequences of said severance.  If the court determines that Sub-Section 16.b. is enforceable, it will also decide whether the party seeking to arbitrate the Dispute complied with the process in Sub-Section 16.b. 

 

i. You and Fox also agree to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and Fox, 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 16. Subject to Sub-Section 16.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 lawyer(s), or by lawyers who are coordinating with each other, or if Fox 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 Fox, 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 16.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 16.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 Fox will be required to pay any such filing fees. You and Fox also agree that neither you nor we shall be deemed to be in breach of Section 16 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 Fox 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 https://www.adr.org/rules. For mass arbitrations before any other arbitration provider, if applicable, you and Fox 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 Fox 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. Fox 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 16.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 Fox 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 Fox 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 Fox to pay any monies to or take any actions with respect to persons other than you or Fox, respectively, unless you or Fox explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order, as applicable. Further, unless you and Fox expressly agree, or subject to the provisions of Sub-Section 16.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 Fox 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 Fox 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 16. With the exception of Sub-Section 16.i. and Sub-Section 16.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 16 is deemed invalid, unenforceable, or illegal, then the balance of Section 16 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 16.i. or/and Sub-Section 16.k. is found invalid, unenforceable or illegal, then the remainder of Section 16 and this paragraph shall be null and void, but the rest of this Agreement, including the provisions governing in which court actions against Fox 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 Fox shall be precluded from participating in a class-wide settlement of those claims if brought by another Fox user or third party.

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